Exhibit 10.1
MATERIAL CONTRACTS
INTERNET SERVICES AGREEMENT FOR DEVELOPMENT, HOSTING,
AND MAINTENANCE OF AN INTERNET SITE
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of
December 30, 1999 (the "Effective Date") by and between Integrated Concepts,
Inc. ("ICI"), a Texas Corporation, with offices located at 00000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 and XxxxxxXxx.xxx Inc., by and on behalf of
itself and its affiliates ("collectively GBC"), a Delaware Corporation, with
offices located at 176 World Trade Center, 0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx
00000.
WHEREAS, ICI provides a variety of technical services relating to the
development and integration of software into Internet applications and to the
hosting and maintenance of Internet sites;
WHEREAS, GBC desires to establish a wholesale/retail presence on the
Internet with three (3), World Wide Web (WWW) sites providing a digital
marketplace.
WHEREAS, GBC has requested that ICI develop, host, and maintain such
Internet sites for GBC;
NOW, THEREFORE, in consideration of the above premises, the parties
hereby agree as follows:
1. Definitions. The terms used in this Agreement have the following
meanings:
1.1 Additional Work Order. The term "Additional Work Order" means a
work order that is entered into by the parties subsequent to
and in accordance with this Agreement.
1.2 Confidential Information. The term "Confidential Information"
means any written or oral information, including but not
limited to, documentation and other tangible or intangible
discoveries, ideas, concepts, software, designs, drawings,
specifications, techniques, models, information data, source
code, object code, diagrams, flow charts, procedures and
"know-how" supplied by one party to the other.
1.3 Deliverables. Deliverables are items identified in the Initial
or Additional Work Orders and/or the Maintenance Agreement as
being constructed by ICI and delivered to GBC pursuant to the
specifications in the Initial or Additional Work Orders and/or
the Maintenance Agreement.
1.4 Developments. The term "Developments" means all Deliverables
provided by ICI to GBC under the terms of this Agreement, as
well as all inventions, improvements, discoveries, methods,
services, software, documents, materials, and works of
authorship, whether patentable or copyrightable or not, that
are associated with the Deliverables and that are created,
made, conceived, reduced to practice, or suggested by ICI,
individually or jointly with GBC, during the term of this
Agreement.
1.5 Initial Work Order. The term "Initial Work Order" means the
work order that is entered into by the parties as part of this
Agreement. The Initial Work Order is provided in Exhibit A.
1.6 Intellectual Property Rights. The term "Intellectual Property
Rights" means any and all rights that may exist from time to
time in a specified jurisdiction under patent law, copyright
law, publicity rights law, moral rights law, trade secret law,
trademark law, unfair competition law, or other similar
protections.
1.7 Trademarks. The term "Trademarks" means any and all trademarks,
trade names, logos, service marks, quality designations and
other proprietary words and symbols that either party uses to
identify its products, services, or business.
1.8 Maintenance Agreement. The term " Maintenance Agreement" means
the agreement for maintenance of the Deliverables that is
entered into by the parties as part of this Agreement. The
Maintenance Agreement is provided in Exhibit B.
1.9 Web. The term "Web" means that part of the Internet called the
World Wide Web, which uses the hypertext markup language
("HTML") and hypertext transport protocol ("HTTP") and their
derivatives or equivalents.
1.10 Web Page. The term "Web Page" means an HTML-based computer file
that is designed to be exhibited on the Web and includes text,
graphics, or forms.
1.11 Web Site. The term "Web Site" means a group of Web Pages,
together with supporting files and programming.
1.12 Year 2000 Compliant. The term "Year 2000 Compliant" means that
the item described will manage and manipulate data involving
dates and will include the proper century designation in
date-related user and data interface functionality, including
single century formulas, multi-century formulas, and leap
years, and will not abnormally terminate or provide invalid or
incorrect results as a result of date data representing or
referencing different centuries or more than one century.
2. Services to be Performed by ICI. ICI will perform services and provide
the Deliverables described in the Initial Work Order, the Maintenance
Agreement, and any Additional Work Orders entered into by the parties.
The Initial Work Order will consist of Phases 1-5 with a total cost to
GBC of $1,496,849. ICI will use all reasonable efforts to provide the
Deliverables for each milestone specified in the Initial Work Order,
the Maintenance Agreement, and any Additional Work Orders within the
milestone scheduled completion period for each Phase.
2.1 Right to Subcontract. ICI may assign or subcontract its work to
be performed under this Agreement to one or more qualified
third parties who may be operating on a consulting or
subcontracting basis for ICI.
2.2 Modification of Services. Services may be added or changed from
time to time upon both parties' execution of a revised or
supplemental version of the Initial Work Order or the
Maintenance Agreement, and/or upon both parties entering into
an Additional Work Order.
3. Delivery and Acceptance. Upon the completion of each milestone, ICI
will deliver all Deliverables for the Phase to GBC for written
acceptance in a milestone and delivery acceptance agreement at the
Technical Interchange Meeting between the parties as defined in the
Initial Work Order, the Maintenance Agreement, and/or an Additional
Work Order. The total cost to develop the Deliverables within each
milestone shall not exceed $100,000. At the meeting, GBC will give any
reason for rejection of the Deliverables in reasonable detail. ICI will
use reasonable efforts to correct any deficiencies or non-conformities
and promptly resubmit the rejected items. GBC will have the option to
request up to, two (2) revisions of any deficiencies or
non-conformities per each milestone and must respond to any resubmital
within five (5) business days. Failure to respond within five (5)
business days will mean the milestone has been accepted without defects
by GBC.
4. Compensation. GBC will pay ICI for work performed in accordance with
the Initial Work Order, the Maintenance Agreement, and any Additional
Work Orders entered into by the parties, and for additional work
mutually agreed upon by the parties.
4.1 Initial Payment. Upon execution of this Agreement, GBC will pay
ICI an Initial Payment of $100,000.00 of the Total Fee set
forth in the Initial Work Order. The Initial Payment will be
applied against subsequent services provided by ICI in
accordance with the Initial Work Order. In addition to the
Initial Payment, GBC will transfer ownership and assign 200,000
shares of GBC common stock and all registration rights for the
common stock at a value of $5.00 per share to ICI upon
execution of this Agreement.
In the event that GBC completes a initial public offering by
filing the appropriate documentation with the US Securities and
Exchange Commission; ICI shall have the right to (i) sell,
transfer, assign, or otherwise dispose of 100,000 shares of
common stock at the time GBC's common stock becomes available
for public trading and (ii) sell, transfer, assign, or
otherwise dispose of 100,000 shares of common stock after the
one year anniversary date of the initial public offering. GBC
warrants that ICI shall irrevocably have no restrictions or
limitations on the common stock except those mutually agreed to
by both parties and except those that are in compliance with
applicable federal and state securities laws. In the event GBC
does not complete its initial public offering, ICI shall have
the right to present a written request to GBC to purchase the
200,000 shares of common stock from ICI at a price to be
mutually agreed to by both parties and shall not be less than
the value of the common stock as set forth in Section 4.1
Initial Payment. Further, GBC shall not reasonably withhold
written consent to comply with the purchase request presented
by ICI and warrants and represents that the transaction shall
take place not later than thirty (30) days from a date mutually
agreed to by both parties.
4.2 Further Initial Payments. Unless otherwise specified in an
Additional Work Order, GBC will upon execution of the
Additional Work Order pay ICI a Further Initial Payment equal
to fifty percent (50%) of the Total Fee set forth in the
Additional Work Order. In addition, upon modification of an
existing Work Order, GBC will pay ICI a Further Initial Payment
equal to fifty (50%) of any increase in the Total Fee for the
Work Order.
4.3 Maintenance Fee. Beginning one year after the completion of the
Deliverables as set forth in the initial Work Order following
execution of this Agreement, GBC will in consideration for the
services performed by ICI in accordance with the Maintenance
Agreement pay ICI an Annual Maintenance Fee equal to fifteen
percent (15%) of the Total Fee set forth in the Initial Work
Order. ICI will invoice GBC for the Annual Maintenance Fee
annually, beginning one year after the completion date of the
Deliverables as set forth in the Initial Work Order and any
Additional Work Orders following the execution of the
Agreement.
4.4 Invoicing. For each milestone, ICI will submit invoices to GBC
for services furnished and other expenses covered by the
Agreement. All invoices will specifically refer to the Phase to
which they relate and will separately set forth-additional
expenses, and all applicable taxes, if any, authorized by GBC
for reimbursement.
4.5 Additional Work. Unless otherwise agreed in advance, any
follow-on or additional work not described in a Work Order will
be performed by ICI on a time and material basis at ICI's
then-current rates for such work.
4.6 Payment. Payment will be made by GBC within 15 days of receipt
of ICI's invoice. GBC agrees to pay a late charge of one (1.5)
percent per month on amounts not timely paid and to be
responsible for any collection fees.
5. Ownership Rights.
5.1 Ownership of Developments. Except as set forth below in this
Section 5, ICI will own all Intellectual Property Rights in and
to the Developments produced or provided by ICI under this
Agreement. To the extent GBC has any interest in Intellectual
Property Rights to the Developments, GBC agrees to assign, and
upon its creation, automatically assigns to ICI the ownership
of such Intellectual Property Rights without the necessity of
any further consideration. GBC will fully cooperate with ICI by
executing and delivering to ICI all applications, certificates,
instruments, and other documents requested by ICI in order to
obtain any patents or copyright registrations for the
Developments in the United States or foreign countries.
5.2 GBC License. The parties contemplate that the Deliverables will
be initially hosted on ICI's equipment. Effective upon the
payment of fees and expenses invoiced by ICI with respect to
the Deliverables, GBC will have a nonexclusive and royalty free
license ("GBC License") under the Intellectual Property Rights
for such use of the Deliverables. Pursuant to this license, GBC
may connect to the Web Site through the Internet and alter
products and service offerings and assorted information. In no
case will GBC be provided with direct access, by modem or
otherwise, to ICI's computer system, other than access that is
generally available to third parties through the Internet.
5.3 License Option. Effective upon the payment of the fees and
expenses invoiced by ICI with respect to the Deliverables, GBC
will have a nonexclusive license ("GBC Site License") to
install and use the Deliverables in machine-readable form at a
single site within GBC's organization. Pursuant to such
license, GBC may make additional copies of the Deliverables,
modify, alter, enhance, update or upgrade the Deliverables for
internal use and installation by GBC. ICI will also make
available the source code version of the Deliverables, as
requested by GBC, for internal support and maintenance purposes
only. GBC agrees to treat such source code as Confidential
Information of ICI. In the event GBC exercises its option, GBC
may at its sole discretion modify, alter, enhance, update or
upgrade such source code, and is cautioned that migrating the
Deliverables to a GBC platform may disrupt or impair the
functioning of the Deliverables. In the event GBC does migrate
the Deliverables, ICI will, unless otherwise agreed in advance,
provide technical support assistance during such migration on a
follow-on or additional work basis. GBC will be solely
responsible for obtaining any third-party licenses required to
have full functionality of the Deliverables at GBC's site.
5.4 Suspension of Licenses. The GBC License, option for the GBC
Site License, and/or GBC Site License will be suspended
automatically upon non-payment by GBC of the any fees invoiced
by ICI in accordance with this Agreement. Suspension of the GBC
License, option for the GBC Site License, and/or GBC Site
License will not relieve GBC of its payment obligations to ICI.
5.5 GBC Property. All right, title, and interest in and to any
graphics uniquely associated with GBC, data relating to GBC's
business, and data collected by GBC through the Web Site are
and will remain or become the property of GBC.
5.6 Trademarks. Each party will retain full and exclusive right and
control over its Trademarks. Neither party is granted any
rights to own or use the Trademarks of the other party and
nothing in this Agreement will be deemed to grant either party
any right, title, or interest in the Trademarks of the other.
To the extent a party obtains any rights in the Trademarks of
the other, that party agrees to assign, and upon obtaining such
rights, automatically assigns the rights back to the other
without the necessity of any further consideration.
5.7 Third Party Interest. GBC's interest in and obligations with
respect to any programming, materials, or data to be obtained
from third-party vendors, whether or not obtained with the
assistance of ICI, will be determined in accordance with the
agreements and policies of such vendors.
6. Confidentiality.
6.1 GBC Acknowledgment. GBC acknowledges that in order to perform
the services called for in this Agreement, it will be necessary
for ICI to disclose to GBC certain Confidential Information
that has been developed by ICI at great expense and that has
required considerable effort on the part of skilled
professionals. GBC further acknowledges that the Deliverables
will necessarily incorporate such Confidential Information.
6.2 ICI Acknowledgment. ICI acknowledges that customer data
provided or collected by GBC represents Confidential
Information of GBC.
6.3 Duty to Keep Confidential. Each party agrees not to disclose,
transfer, use, copy, or allow access to any Confidential
Information of the other party except as provided under this
Agreement. In no event will either party disclose Confidential
Information of the other party to any competitors of the
disclosing party.
6.4 Limitation. Neither party will have an obligation of
confidentiality with respect to any portion of the Confidential
Information of the other party that: (1) the receiving party
can establish with documentary evidence that it independently
knew or developed without using information obtained from the
disclosing party; (2) the receiving party lawfully obtained
from a third party under no obligation of confidentiality; or
(3) became available to the public other than as a result of an
act or omission of the receiving party or any of its employees,
agents, representatives, or contractors.
7. Web Page Content. GBC will have sole responsibility for all content in
its Web Pages and for all information or data disseminated thereby.
7.1 Responsibility for Images. GBC accepts final responsibility,
except for ICI's development credit, for the selection and use
of all creative, audiovisual, and personal works and images,
including graphics, text, formats, characters, icons,
information, data, sound recordings, links, and Trademarks
(collectively, the "Images"), which are included in any Web
Pages.
7.2 Responsibility for Disclaimers. GBC will have the sole right
and responsibility, except for in connection with ICI's
development credit, to determine the scope of copyright
notices, Trademark notices, date of release warnings that
information may not be kept up-to-date, content disclaimers and
limitations of liability, statements of policy regarding
permitted uses, instructions for contacting GBC if additional
use is sought, and warranty disclaimers for offered goods and
services (collectively, the "Disclaimers"), included at its Web
Site
7.3 Approval by GBC. ICI agrees not to make GBC's Web Pages
accessible to the public until after they are approved by GBC.
Following such approval, ICI agrees not to modify GBC's Web
Site (except for routine or technical modifications such as
spelling corrections or link changes) without approval of GBC.
7.4 Right of Refusal. ICI reserves the right, in its sole
discretion, to refuse to include in any Web Page created under
this Agreement any content that ICI, in its sole discretion,
deems inappropriate or suspect under applicable laws or
community standards. This includes, without limitation,
copyright infringement, material legally judged threatening or
obscene or material protected by trade secret or other
Intellectual Property Right. However, it is expressly
acknowledged that ICI is a service technician only, and not an
editor, manager, or publisher, of any features, contributions,
or content selected, used, or approved by GBC. ICI has, and can
be expected to exercise, no control over such matters. ICI
specifically denies any responsibility for screening, policing,
editing, or monitoring such content.
7.5 Development Credit. ICI may place its own Trademarks on the
home page of the Web Site designed or developed under this
Agreement so as to identify ICI's work on such Web Page, along
with any disclaimer ICI or its legal counsel deems necessary or
advisable. In addition, ICI may include hypertext links from
the initial home page of the Web Site created hereunder to
ICI's Web Site and home page.
8. Web Site Hosting. ICI will provide Web Site hosting services in
accordance with the Initial Work Order, the Use and Maintenance
Agreement, and any Additional Work Orders entered into by the parties.
ICI's hosting standards will conform to applicable industry standards.
8.1 Traffic Reporting. ICI will configure its web servers to
capture standard visitor log information needed to provide
reports to GBC in accordance with the Initial Work Order, the
Maintenance Agreement, and any Additional Work Orders entered
into by the parties. At GBC's request, ICI can help interpret
the reports and make recommendations to GBC based on the
reports.
8.2 Credit Card Clearing and Authorization All credit card, bank
and other financial institutions and agencies used in
connection with the Web Site to authorize, clear, or otherwise
approve user transactions will be directed by the developed
software, the credit card clearing and authorizations will be
directed by ICI for three years from the date of this contract.
If GBC continues to contract with the clearing or authorizing
company utilized by ICI's software solutions under this
contract, the clearing and authorization transactions will
continue to be represented by ICI.
8.3 Security. ICI will take all reasonable measures to prevent
unauthorized access to GBC's Web Site, any database or other
sensitive material generated from or used in connection with
the Web Site. ICI will notify GBC of any known security
breaches or vulnerabilities.
8.4 Suspension of Hosting Services. ICI reserves the right at any
time without notice to GBC to suspend or terminate hosting
services for the Web Site or remove one or more Web Pages if
ICI becomes aware of or reasonably suspects inappropriate use,
display, or transmission of information on or from the Web
Site.
9. Indemnification.
9.1 Indemnification of ICI. GBC, at its own expense, will defend,
indemnify, and hold harmless ICI, its agents, affiliates,
successors, and assigns with respect to any claim or action
brought against ICI, its agents, affiliates, successors, and
assigns arising out of or in connection with the operation,
condition, or content, including without limitation Images and
Disclaimers, of GBC's Web Pages or Web Site, any use of
Internet facilities conducted or permitted by GBC, the conduct
of any business, advertising, marketing, or sales in connection
therewith, any breach of warranty, and any negligent or illegal
act or omission of GBC or any of its agents, contractors,
servants, employees, or other users or accesses. ICI will
promptly notify GBC of any such claim, will provide reasonable
assistance in connection with the defense and/or settlement
thereof, and will permit GBC to control the defense and/or
settlement thereof.
9.2 Indemnification of GBC. ICI represents that to the best of its
knowledge, all software included in the Deliverables, except
for that for which GBC is responsible, do not infringe any
Intellectual Property Rights of any third party, nor has any
claim of such infringement been threatened or asserted against
ICI. ICI agrees, at its own expense, to defend, indemnify and
hold harmless GBC and its employees and agents from and against
any and all claims, actions, damages, and other liabilities
caused by or arising from any known infringements by the
software in the Deliverables. GBC will promptly notify ICI of
any infringement claim for which GBC is seeking
indemnification, will provide reasonable assistance in
connection with the defense and/or settlement thereof, and will
permit ICI to control the defense and/or settlement thereof.
10. Warranty.
10.1 GBC Warranties.
10.1.1 Web Page Content. GBC represents and warrants that GBC
is authorized and has the right: (1) to provide the
product or services to be advertised; and (2) to use
any copy, illustration, personal or corporate name,
copyrighted material, graphic or pictorial
reproduction, Trademarks, endorsements, language,
links, Images, Disclaimers, and any additional content
or items used in the Web Site.
10.1.2 Indemnification Funding. GBC represents and warrants
that to the extent it is not sufficiently capitalized
at any time to itself fully and completely bear the
cost of defending and indemnifying ICI as required by
Section 9.1 of this Agreement, it will maintain
insurance to provide any additional funding necessary
to fully and completely defend and indemnify ICI.
10.2 ICI Warranties.
10.2.1 Performance of Services. Services provided by ICI
hereunder will be performed in a professional and
workmanlike manner and will substantially conform with
the description of services set forth in the Initial
Work Order, the Use and Maintenance Agreement, and any
Additional Work Orders entered into by the parties.
10.2.2 Year 2000 Warranty. ICI represents and warrants that
the Deliverables will be Year 2000 Compliant.
10.3 Exclusions. EXCEPT AS PROVIDED IN THIS PARAGRAPH, ALL SERVICES
AND DELIVERABLES ARE PROVIDED BY ICI WITHOUT WARRANTY OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO
EVENT SHALL ICI BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF
PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE
ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF
SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10.4 Limitation of Liability. In no event will ICI be liable to GBC
for any amount in excess of the fees actually paid by GBC to
ICI for services provided hereunder. The foregoing limitation
includes and applies to, without limitation, any liability
arising out of the performance or failure to perform of any
hardware, software, or Internet connection, from any errors,
omissions, interruptions in or failure to provide Internet
service; from interruptions in Web Page availability; from the
consequences of computer viruses transferred over the Internet
or otherwise; or from communication line failure, breach of
security due to use of the Internet, or any loss of information
or confidentiality due thereto.
11. Term and Termination.
11.1 Term. This Agreement will commence on the Effective Date and
will continue until terminated by either party. ICI or GBC may
each terminate this Agreement, with or without cause, at any
time upon thirty- (30) days' prior notice. If the Agreement is
terminated by ICI before the completion of any work offsetting
to an Initial Payment, ICI will refund to GBC the amounts
corresponding to work not yet performed.
11.2 Licenses. The GBC License, option for the GBC Site License,
and/or GBC Site License will automatically terminate upon
termination of this Agreement.
11.3 Survival. Those rights and obligations which by their nature
are intended to survive expiration or termination of this
Agreement shall survive the expiration of this Agreement,
including without limitation Sections 5, 6, 9, 10, 11, and 12.
12. Miscellaneous Provisions.
12.1 No Agency. The parties are independent contractors, and nothing
in this Agreement will be construed to create any employment,
agency, franchise, joint venture, partnership, or other similar
legal relationship between the parties. Neither party is
granted any authority under this Agreement to enter into
agreements of any kind on behalf of the other party, or to bind
or obligate the other party in any manner to any third party.
12.2 No Conflict of Interest. Each party represents and warrants
that it has full power and authority to undertake its
obligations under this Agreement, and that it has not entered
into any other agreement, nor will it enter into any other
agreement, that would render it incapable of satisfactorily
performing its obligations hereunder or that would place it in
a position of conflict of interest or be inconsistent with its
obligations hereunder.
12.3 No Assignment. Each party represents that it is acting on its
own behalf and is not acting as an agent for or on behalf of
any third party, and further agrees that it may not assign its
rights or obligations under this Agreement without prior
written consent of the other party. Any attempt by one party to
assign, delegate, or otherwise transfer this Agreement in
violation of this section will be void.
12.4 Notice. Any notice, approval, or other communication required
or permitted under this Agreement between the parties will be
given in writing and will be sent by telex, telefax, electronic
mail, or airmail, postage prepaid, to the address specified
below or to any other address that may be designated by prior
notice. If to ICI, 00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, Attn: Xxx Xxxxx, facsimile number (000) 000-0000. If to
XXX, 000 World Trade Center 0000 Xxxxxxxx Xxxxxxx Xxxxxx,
Xxxxx; Attn.: J. Xxxxxxx Xxxx, facsimile number 000-000-0000
12.5 Compliance With Law. Each party agrees that it shall comply
with all applicable laws and regulations of local, state, and
federal governmental bodies or agencies in its performance
under this Agreement.
12.6 Governing Law. THIS AGREEMENT WILL BE INTERPRETED AND ENFORCED
IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO THE CHOICE OF LAW RULES, STATUTES, OR
REGULATIONS OF THIS OR ANY JURISDICTION, AS THOUGH ENTERED INTO
BETWEEN TEXAS RESIDENTS AND TO BE PERFORMED ENTIRELY WITHIN THE
STATE OF TEXAS.
12.7 Jurisdiction and Venue. Suit to enforce this Agreement or any
provision thereof will be brought exclusively in the state or
federal courts located in or having jurisdiction over Dallas
County, Texas. Each party consents to jurisdiction and venue in
such court and waives any defense of forum non-conveniens,
improper venue, and lack of personal jurisdiction.
12.8 No Waiver. Neither party shall, by mere lapse of time, without
giving notice or taking other action hereunder, be deemed to
have waived any breach by the other party of any of the
provisions of this Agreement. Further, the waiver by either
party of a particular breach of this Agreement by the other
shall neither be construed as nor constitute a continuing
waiver of such breach or of other breaches of the same or any
other provision of this Agreement.
12.9 Severability. Any holding that a provision of this Agreement is
unenforceable, in whole or in part, will not affect the
validity of the other provisions of this Agreement.
12.10 Force Majeure. Neither party shall be in default if failure to
perform any obligation hereunder is caused solely by
supervening conditions beyond that party's reasonable control,
including acts of God, civil commotion, strikes, labor
disputes, and governmental demands or requirements.
12.11 Scope of the Agreement. The parties hereto acknowledge that
each has read this Agreement, understands it, and agrees to be
bound by its terms. The parties further agree that this
Agreement is the complete and exclusive statement of the
agreement between the parties and supersedes all proposals
(oral or written), understandings, representations, conditions,
warranties, covenants, and all other communications between the
parties relating to this subject matter.
12.12 Amendment. This Agreement may be amended only by a subsequent
writing that specifically refers to this Agreement and that is
signed by both parties, and no other act, document, usage, or
custom shall be deemed to amend this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as set forth below:
INTEGRATED CONCEPTS, INC. XXXXXXXXX.XXX, INC.
00000 Xxxxxx Xxxx, Xxxxx 000 000-X Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000 0000 Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
By:___(signature)_____________________ By:-------------------------
Title:____________________________ Title:----------------------
Date:____________________________ Date:-----------------------
