EXHIBIT 10.13
STRATEGIC RELATIONSHIP AGREEMENT
This Strategic Relationship Agreement ("Agreement") is made as of _______ __,
1999 by and between Lockheed Xxxxxx Corporation, a Maryland corporation ("LMC"),
acting through its Integrated Business Solutions division, and xXxxxxxxxxx.xxx,
Inc., a Nevada corporation ("xXxxxxxxxxx.xxx").
RECITALS
Whereas, LMC is a leading system integrator providing electronic commerce
products and services and other applications; and,
Whereas, xXxxxxxxxxx.xxx develops, markets and manages Internet-based electronic
advertising, commercials and marketing communications content; and,
Whereas, LMC and xXxxxxxxxxx.xxx intend hereby to establish a strategic
relationship in order to supply xXxxxxxxxxx.xxx with products and services from
LMC, and to provide xXxxxxxxxxx.xxx products and services to customers of LMC;
Now, therefore, in consideration of the mutual promises herein, the parties do
hereby agree as follows:
1. LMC Preferred vendor relationship with xXxxxxxxxxx.xxx. LMC shall be a
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preferred vendor ("Preferred Vendor") to xXxxxxxxxxx.xxx for electronic commerce
products and services.
On the terms and conditions set forth herein, xXxxxxxxxxx.xxx hereby agrees to
utilize LMC as a Preferred Vendor in the establishment and management of
electronic commerce projects for xXxxxxxxxxx.xxx. Unless and until negotiation
of an exclusive agreement, xXxxxxxxxxx.xxx may use other vendors or strategic
partners as appropriate to supply products or services substantially similar to
products or services available from LMC; however, LMC shall be a Preferred
Vendor to xXxxxxxxxxx.xxx for electronic commerce solution development and
delivery, electronic commerce-related systems integration, and project
management. For each specific project, xXxxxxxxxxx.xxx and LMC will negotiate a
Delivery Order to include but not be limited to items such as the Statement of
Work, specifications, project plan, pricing schedule and payment terms which
will be governed by this Agreement. Each Delivery Order will be based upon
general terms and conditions contained in a mutually agreed to Agreement for
Services (see Exhibit B attached hereto).
As a Preferred Vendor for the products and services set forth above, if the
aforementioned products or services required in the development of
xXxxxxxxxxx.xxx projects are not readily available to xXxxxxxxxxx.xxx from LMC,
LMC will procure, develop or otherwise secure such technology, products or
services as mutually agreed upon on a case by case basis.
2. Sources of xXxxxxxxxxx.xxx Revenue. xXxxxxxxxxx.xxx intends to charge fees
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to customers for access and use of the xXxxxxxxxxx.xxx network, website, and
related services.
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These charges may include amounts for monthly charges, advertising charges, and
charges per transaction. Charges shall be billed directly by xXxxxxxxxxx.xxx to
customers and advertisers.
3. Ownership. Ownership of titles or licenses shall be mutually agreed to for
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each individual project. License or title ownership shall be defined on a
project by project basis.
LMC shall retain ownership of any proprietary technologies or software
independently developed by LMC, and xXxxxxxxxxx.xxx shall only receive a license
to use such proprietary technologies in a specific xXxxxxxxxxx.xxx project on
terms to be negotiated on a case by case basis. In the event custom software or
content is developed by LMC for xXxxxxxxxxx.xxx, a separate license or product
development agreement shall be entered into by the parties to provide
xXxxxxxxxxx.xxx a license to utilize such product in its business.
In the event of any termination or maturity of this Agreement pursuant to
Paragraph 8 herein, a technology licensing agreement on commercially reasonable
terms shall be negotiated by and between the parties to provide for the
continued use of products and technologies by xXxxxxxxxxx.xxx which were
provided or developed by LMC under this Agreement.
4. Trademarks and Publicity. Each party hereto is the owner of certain
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trademarks and such ownership shall not be altered by the terms of this
Agreement unless specifically set forth. Neither party shall use a trademark
owned by the other party without the prior written consent of such other party.
Each party shall (1) submit to the other all advertising, written sales
promotions, press releases and other publicity matters relating to this
Agreement in which the other Party's name or xxxx is mentioned or language from
which the connection of said name or xxxx xxx be inferred or implied and (2) not
publish or use such advertising, sales promotions, press releases or publicity
matters without the other party's written consent.
5. Joint Pursuit of other Projects. It is the intention of LMC and
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xXxxxxxxxxx.xxx to jointly review other electronic infrastructure projects in
which xXxxxxxxxxx.xxx and LMC have an interest or involvement. When appropriate
and mutually agreed to by both parties, joint marketing efforts shall be made in
order to provide the combined capabilities of each party to customers.
xXxxxxxxxxx.xxx and LMC acknowledge that a prospective customer may have a
preference for the service provider for a specific project, and each party shall
endeavor to provide products and services within the requirements and
preferences of each customer.
6. Confidentiality. The parties hereto have executed a separate Proprietary
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Information Agreement attached hereto as Exhibit A and incorporated herein as if
fully set forth, which sets forth the terms and conditions of the disclosure and
use of proprietary information by each party. The obligations of each party
under such Proprietary Information Agreement shall survive the termination of
this Agreement, and such obligations shall continue for the term set forth
therein.
7. Agreement to Indemnify. Except for the negligence or willful misconduct of
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the other party, its agents, servants or employees, each party (the
"Indemnitor") shall fully protect, indemnify and save harmless and defend the
other, and their respective directors, offices, agents
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and employees from and against any and all claims, actions, damages, liability,
injury, liens, taxes, penalties, interest or causes of action of every nature in
connection with the loss of life and/or personal or bodily injury or property
damage arising out of or incidental to or in connection with the performance of
its services under this Agreement occasioned wholly or in part by any negligent
act or omission by the Indemnitor.
8. Term and Termination.
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a. This Agreement shall be in full force and effect beginning on the date
hereof, and shall remain in effect until three (3) years after the date hereof,
or until terminated.
b. Either party may terminate this Agreement for cause upon thirty (30) days
written notice to the other party. In the event notice of termination is
provided by either party to the other party for a breach of this Agreement, the
party receiving notice shall have thirty (30) days to cure such breach of this
Agreement.
c. Either party may terminate this Agreement for any reason upon ninety (90)
days written notice.
9. Marketing Information. To the extent it has the authority, LMC and
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xXxxxxxxxxx.xxx may collect certain consumer and customer information, including
personal information, transaction information and buyer preferences. The
ownership of such information shall be negotiated by the parties hereto on a
project basis.
10. Compliance with Laws and Regulations. Each party agrees to comply with all
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Federal, State and local laws, ordinances and/or rules and regulations
applicable to it in connection with the performance of its services and
obligations under this contract.
11. Personnel. As needed, each party shall supply an adequate number of
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employees who have been trained and are competent to perform any services
contracted hereunder. The personnel provided shall be supervised and directed
by a supervisor, who shall be trained and duly qualified to act in such
capacity.
12. Government Licenses and Permits. If any government permit or license shall
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be required for the proper and lawful conduct of the business as specified by
this Agreement and if the failure to secure such license or permit would, in any
way, affect any efforts, as detailed in this contract, the respective party
shall duly procure and thereafter maintain such license or permit. All parties
shall at all times comply with the terms and conditions of each such license or
permit.
13. Headings. All headings in this Agreement are inserted only for convenience
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and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.
14. Notices. All notices under this Agreement shall be in writing and shall be
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effective upon personal delivery to a party, or three business days after
deposit in the United States mail, registered or certified, postage prepaid and
addressed to the respective parties as follows (or such other address as the
parties may from time to time designate in writing):
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Lockheed Xxxxxx Corporation xXxxxxxxxxx.xxx, Inc.
Attention: Xxxxxx Xxxxxx, MP 867 Attention: Xxxx XxXxxx
00000 Xxxx Xxxxxxxxx Xx. 95 Enterprise, Xxxxx 000
Xxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
Copy: Xxxx Xxxxxxx Copy: Xxxxx Xxxxx, Esq.
General Counsel Xxxxxx & Xxxxx, LLP
Fax: (000) 000-0000 Fax: (000) 000-0000
15. Binding. This Agreement shall inure to and bind the successors, assigns,
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agents, and representatives of the parties.
16. Dispute Resolution. In the event of any dispute or disagreement between
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the parties arising under or relating to this Agreement, the parties agree to
make diligent and reasonable attempts to resolve, through negotiation, all such
disputes or disagreements. Such negotiation shall occur through ascending levels
of management of each Party, and the parties shall specifically discuss the use
of arbitration prior to resorting to a court of competent jurisdiction for
adjudication. Prior to initiating any legal proceedings, the complaining Party
shall provide ten (10) days written notice to the other Party. Neither party
shall be entitled to recover costs or attorney fees. Notwithstanding a
disagreement or dispute, the parties agree to proceed diligently with
performance of this Agreement.
17. Limitation of Liability. Neither parties hereto shall under any
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circumstances be liable to the other for any special, indirect, incidental or
consequential damages, including, without limitation, loss of profits or
revenues arising out of this Agreement, even if the other party is informed in
advance of the possibility or likelihood of such damages.
18. Force Majeure. Neither party shall be held responsible for any delay or
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failure in performance of this Agreement to the extent such failure is caused by
fire, flood, explosion, war, strike, embargo, civil or military authority, act
of God, act of omission of carriers or similar causes beyond its control ("Force
Majeure Condition").
If any Force Majeure Condition occurs, the party delayed or unable to perform
shall give immediate notice to the other party. Both parties shall use their
best efforts to minimize the consequences of Force Majeure Conditions. If,
however, a Force Majeure Condition continues uninterruptedly over a period of
more than three (3) months and prevents performance by a party, and if no other
understanding is reached, the other party may (but shall not be obligated to)
forthwith terminate this Agreement pursuant to the provisions of Article 8.
19. Assignment. Except in connection with a merger or sale of all or
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substantially all the assets of a party, neither this Agreement, nor any right
or obligation thereunder, shall be assigned to third parties by either party to
this Agreement without the prior written consent of the other party. Such
consent shall not unreasonably be withheld or delayed.
20. Relationship. Each Party is an independent contractor, and this Agreement
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shall not be construed as creating a partnership, joint venture, agency or
employment relationship between the parties or as creating any other form of
legal association that would impose liability on one
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Party for the act or failure to act of the other Party. Neither of the parties
(including its affiliates, agents, representatives, employees or others acting
on its behalf) is a representative of the other for any purpose, and no such
Party has any power or authority to represent, act for, bind, or otherwise
create or assume any obligation on behalf of the other Party for any purpose
whatsoever.
21. Choice of Laws. This Agreement shall be governed by the laws of the State
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of California, and any question arising hereunder shall be construed or
determined according to such law.
22. Authorization. Each of the signers below represent they are duly
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authorized and fully empowered to enter into this Agreement, and have received
any and all required board of directors resolutions, shareholder resolutions,
regulatory approvals and other approvals.
23. Entire Agreement. This Agreement contains all of the agreements of the
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parties hereto with respect to the matters contained herein. No prior agreement
or understanding pertaining to any such matter shall be effective for any
purpose. No provision of this Agreement may be amended or modified in any
manner whatsoever except by an agreement in writing by each of the parties
hereto.
24. Issuance of Shares of xXxxxxxxxxx.xxx to LMC. In full consideration for
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entering into this Agreement and for services previously provided by LMC,
xXxxxxxxxxx.xxx hereby agrees to issue Thirty Thousand (30,000) shares of common
stock to LMC. The xXxxxxxxxxx.xxx shares shall be issued to LMC within 7
calendar days from the date of this Agreement.
25. xXxxxxxxxxx.xxx Board of Directors. LMC may, but is not required to,
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participate as an unpaid, non-voting observer to xXxxxxxxxxx.xxx's Board of
Directors.
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In witness whereof, the parties have signed this Agreement as of the date first
set forth above.
XXXXXXXXXXX.XXX, INC. LOCKHEED XXXXXX CORPORATION
___________________________________ _____________________________________
By: Xxxx XxXxxx By: Xxxx X. Xxxx
Title: Executive Vice President Title: President,
and Director Integrated Business Solutions
Date: __________________________ Date: _____________________________
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