ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is entered into as of the 16th day
of February 2001 ("Effective Date") by and between Sundance Marketing
International Inc., a corporation organized under the laws of Alberta
("Sundance") and GiveMePower Inc., a corporation organized under the laws of
Alberta ("GMP").
For good and valuable consideration, Sundance and GMP agree as follows:
1. Rights.
Sundance hereby agrees to terminate its license rights for the North American
distribution of FelixCAD and Graphic Developer's Engine ("GDE") as
manufactured by Xxxxx Computer Aided Technologies GmbH of Berlin, Germany
("Xxxxx") concurrent with the execution of the License Agreement entered into
on the 16th day of February 2001 by and between Xxxxx and GMP.
2. Website.
Sundance hereby agrees to assign to GMP all of its right, title and interest
in and to the domain name "xxxxxxxxxxx.xxx" including all website content, if
any.
3. Consideration.
GMP agrees to pay Sundance the sum of Cdn. $60,000 within twelve months of the
Effective Date for the termination of license rights and assets referenced
under Section 1 and Section 2 above. Concurrent with the execution of this
Agreement, GMP shall execute a Promissory Note in favor of Sundance attached
as Schedule "A" hereto.
4. Confidentiality.
The Parties acknowledge that confidential information provided under this
Agreement, including all website content, all financial information, and all
scheduling information constitutes a trade secret and, as such, shall be held
and maintained in confidence. The Parties agree they will protect the
confidentiality of any confidential information provided by the other in a
manner consistent with the way they protect their own proprietary information,
and shall implement policies and procedures to ensure the privacy of the
other's confidential information. For the purposes of this Agreement,
"confidential information" shall include only (i) such information disclosed
in tangible form that is labeled or marked with the legend "confidential"; and
(ii) such information disclosed in oral or visual form, provided that such
information is identified by the discloser as confidential at the time of
disclosure and is followed up within thirty (30) days of disclosure by a
written communication from the discloser to the recipient confirming the
disclosure as confidential and summarizing the contents of the disclosure.
Confidential information shall not include information that: (a) was in the
recipient's possession before receipt from the discloser; (b) is or becomes a
matter of public knowledge through no fault of the recipient; (c) is
rightfully received by the recipient from a third party without a duty of
confidentiality; (d) is disclosed by the discloser to a third party without a
duty of confidentiality on the third party; (e) is independently developed by
the recipient; (f) is disclosed under operation of law; or (g) is disclosed by
the recipient with the discloser's prior written approval.
5. Representations and Warranties.
Sundance represents and warrants to GMP as follows:
(a) It is the sole legal and beneficial owner of the Website described in
clause 2 above (the "Sold Assets") free and clear of all rights, claims,
charges or encumbrances thereon;
(b) No third party has any legal or equitable right to the Sold Assets either
by way of right of first refusal, option to purchase or otherwise;
(c) To the best of Sundance's knowledge, information and belief, there has
been no copyright infringement of any of the Website content and all
information contained thereon is owned and proprietary to Sundance;
(d) There are no outstanding claims, taxes or other indebtedness due and
owing by Sundance which in any way adversely affects the assets sold in this
Agreement.
6. Further Assurances.
Each of the parties agrees to enter into and execute such further and other
documents as may be necessary to give full and complete effect to the terms of
this Agreement.
7. Miscellaneous.
This Agreement: (i) shall be governed by and construed under the laws of
Alberta applicable to contracts made, accepted and performed wholly within
Alberta; (ii) constitutes the entire agreement of the parties with respect to
its subject matter, superseding all prior oral and written communications,
proposals, negotiations, representations, understandings, courses of dealing,
agreements, contracts, and the like between the parties in such respect; and
(iii) may be amended or modified only by a writing signed by each of the
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
SUNDANCE MARKETING INTERNATIONAL INC.
By: ______________________________________
Xxxxxxx X. Xxxxxx, President
GIVEMEPOWER INC.
By: ______________________________________
Xxxx Xxxxx, Chief Financial Officer
SCHEDULE "A"
PROMISSORY NOTE
GiveMePower Inc. (the "Borrower"), a corporate body with offices at 0000 -
00xx Xxxxxx X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx hereby promises to pay to the
order of Sundance Marketing International Inc. (the "Lender"), a corporate
body with offices at 000 Xxxxxxxxxx Xxxxx X.X., Xxxxxxx, Xxxxxxx, the sum of
Cdn. $60,000.00
GiveMePower Inc. shall have the right, from time to time, to pay all or any
part of the principal amount without notice within one year from the date of
this Promissory Note unless such payment terms is extended in writing by
Sundance Marketing International Inc.
Executed and agreed as of the 16th day of February 2001.
Sundance Marketing International Inc.
/s/ Xxxx Xxxxxx, President
GiveMePower Inc.
/s/ Xxxx Xxxxx, Chief Financial Officer
