AGREEMENT
between
UINFO INTERNATIONAL, INC., and MIND2MARKET, INC.
This Agreement dated October 2, 2000 is between Mind2Market, Inc., a
Colorado Corporation, having a place of business at 0000 Xxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000 referred to as M2M in this agreement and UINFO
International Inc., a Colorado Corporation having a place of business at 000 X.
Xxxxxxxxx Xxxx. Xxxxx #X0-000, Xxxxxxxx, XX 00000, referred to as UINFO in this
agreement.
WITNESSETH
Whereas: M2M is desirous of a business relationship with an engineering
and software development firm to help design and build its proprietary digital
data distribution system over the Internet with an initial emphasis on music
sales and distribution, and
Whereas: UINFO is a US based subsidiary of a foreign firm with an existing
staff that has the ability to develop the secured digital data distribution
system needed by M2M and is desirous of doing that development work, and
Whereas: UINFO needs a US partner to effectively penetrate the US markets
with its developed products, and
Whereas: UINFO has developed accounting software and a proprietary
innovative advertising software capability that can be used effectively with
M2M's proprietary digital data distribution system and both companies are
desirous of combining the systems and participating in the resulting economic
advantage such a combined system will bring to both the US and world-wide
markets,
Now Therefore: The parties named above, based on representations made
to each other by their respective executive officers and boards hereby agree to
enter into a business relationship as defined below.
1. UINFO will develop the complete software package to implement the music
distribution and accounting system needed by M2M along with UINFO's
advertising program according to the System Requirements and associated
Schedule attached hereto (Appendices A and B respectively) and amended from
time to time.
2. UINFO will also grant to M2M the exclusive US and world-wide rights to its
proprietary and patent-pending advertising technology and associated
software subject to agreements by UINFO for rights outside the United
States of America to other parties that are made prior to November 20,
2000.
3. For this work and these rights, M2M will issue to UINFO a total of Two
Million (2,000,000) shares of M2M common stock which shall be held in
escrow to ensure performance and 1.5 Million dollars ($1,500,000) US
according to the schedule indicated below. Of the Two Million (2,000,000)
shares of common stock, 1,667,000 shares shall be restricted stock as
defined by the corporate securities counsel, and the remaining 333,000
shares shall be registered under S8 with the SEC. Additional compensation
for the World-Wide rights outside the United States defined in (2) above
shall be subject to negotiation after the other agreements, if any, are
defined as indicated in (2) above.
4. In addition to the above, M2M will pay UINFO a royalty fee of Ten Percent
(10%) of all third party advertising funds collected using the proprietary
advertising software purchased from UINFO. Third parties are defined to be
any entity other than M2M or UINFO and their affiliated companies that does
not directly or indirectly own or control more that Three Percent (3%) of
the outstanding common stock in M2M.
5. Also, any stock defined in (3) above that is not yet issued, shall become
issued at the option and written request of UINFO upon the sale of Fifty
Percent (50%) or more of M2M to any third party or entity, in which event
these shares may be issued just prior to the completion of such sale and
the issuance of which may be conditioned upon the completion of such sale.
PHASE 1:
Xxxxxx Xxxxx 0, XXXXX shall develop a complete demonstration model of the music
sales and distribution software showing the Web interactive HMI (Human Machine
Interface) that allows sampling and purchasing of music as well as the
accounting forms to be used for providing complete accounting of the purchases
and fund distribution. Within thirty (30) days of the completion of this phase,
M2M shall deliver from escrow to UINFO One Third (1/3) of the total of each
respective type of shares indicated in Item 2 above and One Third of the funds
so indicated ($500,000 US). This phase is scheduled to be completed by November
7, 2000 as shown in Appendix B. Since the schedule for Phase 2 shall not begin
until all the funds due for Phase 1 have been paid, payment of these funds shall
be made as soon as M2M has the funds available from its fund raising efforts,
the thirty (30) day period defined above notwithstanding.
PHASE 2:
Xxxxxx Xxxxx 0, XXXXX shall finish developing and deliver to M2M the complete
operational system including the music sales and distribution system with the
accounting system so that sales can commence on the Internet for selling M2M
secured downloadable music and take orders for CDs and provide appropriate
accounting to the owners of the music being sold. In addition, UINFO shall
support M2M in defining the requirements to be developed during Phase 3. Within
thirty (30) days of the completion of this phase, M2M shall deliver from escrow
to UINFO One Third (1/3) of the total of each respective type of shares
indicated in Item 2 above and One Third of the funds so indicated ($500,000 US).
This phase is scheduled to be completed within four months of receipt of payment
from Phase 1 as shown in Appendix B. Since the schedule for Phase 3 shall not
begin until all the funds due for Phase 2 have been paid, payment of these funds
shall be made as soon as M2M has the funds available from its fund raising
efforts, the thirty (30) day period defined above notwithstanding.
PHASE 3:
Xxxxxx Xxxxx 0, XXXXX shall finish developing and deliver to M2M the updated
complete operational system that in addition to the features contained in the
system delivered in Phase 2 also has the ability to manufacture and ship
individually ordered, customized CDs, and also has incorporated in it the
proprietary advertising software described above and the database and other
features necessary to implement it. The details of what is included during this
phase shall be further defined before the end of Phase 2. Within thirty (30)
days of the completion of this phase, M2M shall deliver from escrow to UINFO the
final One Third (1/3) of the total of each respective type of shares indicated
in Item 2 above and the final One Third of the funds so indicated ($500,000 US).
This phase is scheduled to be completed within four months of receipt of payment
from Phase 2 as shown in Schedule B.
WARRANTIES:
(a) UINFO hereby warrants and represents that it has the right and
power to grant the Rights herein described in Item Two (2) of this Agreement and
is free to enter into this agreement with M2M. Upon the execution of this
Agreement, UINFO shall provide M2M with existing documentation regarding its
proprietorship of and ability to grant the Rights as set forth herein.
(b) UINFO hereby warrants and represents that it has not assigned or in
any other way, sold, conveyed, transferred or encumbered all or any portion of
the Rights described in Item Two (2), to any other person, firm or corporation
by any instrument or agreement now valid or outstanding except as disclosed to
M2M by December 1, 2000.
MISCELLANEOUS
(a) The parties hereto do hereby agree that they are each dealing with
the other under this Agreement as independent parties and that this Agreement
does not create, nor is it intended in any way to create a joint venture or
partnership between the parties hereto.
(b) This Agreement resulting from this Agreement may not be assigned by
either party without the prior written consent of the other party or one or more
of the principals.
(c) Both parties agree to hold all information received from the other
party hereto in confidence and all contracts, names, names of clients will not
be used by the other party in any other type of endeavor or that party will be
held liable for damages.
(d) Any notice required by or provided pursuant to this Agreement or
the resulting agreement shall be given in writing by means of facsimile, the
U.S. Postal Service or any professional delivery service that requires a signed
written receipt confirming delivery of the envelope or package containing the
notice. The effective date of the notice shall be the date it is FAXed or
delivered to the party for which it is intended. If the notice is for UINFO, it
shall be delivered to the following address or to such other addresses as UINFO
may designate by notice:
Name UINFO International, Inc.
Address 716 Chelcickeho
City 76205 2Lin
State Xxxxx Xxxxxxxx, 00000
Attn: Xx. Xxxxxxxx Xxxxx
Phone 000-000-00-000-0000
Fax ___________________________________
If the notice is to M2M it shall be delivered to the following address
or to such other addresses that M2M shall designate by notice:
Name Mind2Market, Inc.
Address 0000 Xxxxxxx Xxxxx
Xxxx Xxxxxxxxxx
Xxxxx Colorado Zip 80020
Attn: Xxxxx X. Xxxxx
Phone: 000-000-0000
Fax: 000-000-0000
(i) The agreement resulting from this Agreement may be executed in any
number of counterparts agreed to by both parties in writing, each of which shall
be deemed to be an original and all of which together shall be deemed to be one
and the same agreement.
(j) The agreement resulting from this Agreement sets forth the entire
agreement of the parties, all prior verbal or written agreements, whether
expressed or implied, being merged therein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth below to be effective as provided in the first sentence of the
Agreement, subject to the approval of the Board of Directors of M2M.
Date: October 2, 2000
Xxxxxxxx Xxxxx, President
UINFO International, Inc.
Date: October 2, 2000
Xxxxx X. Xxxxx, CEO
Mind2Market, Inc.
