AGREEMENT
THIS AGREEMENT entered into by and between Netweave Corporation
("NWC"), a Delaware corporation, having principal offices at 0000
Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000, and Vertex
Industries, Inc. ("Vertex"), a New Jersey corporation, having principal
offices located at 00 Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx, 00000.
WHEREAS, Vertex has expressed interest in assuming the cost of the
Netweave product line operation as support for a License Agreement which
shall be entered into simultaneously herewith between Vertex and
Netweave, which License Agreement shall grant Vertex a non-exclusive
license to develop, market, sell and support the Netweave product line
worldwide; and
WHEREAS, Netweave wishes to enter into an agreement whereby Vertex
would assume the costs of the Netweave product line operation and
believes it to be in the best interest of NWC to enter into such
Agreement;
NOW, THEREFORE, in consideration of the promises and agreements
herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. As of the effective date of the License Agreement between the
parties for the Netweave product line as described in said License
Agreement, Vertex shall assume all costs of the Netweave product line
operation, including payment of employees on an employment-at-will
basis, rent and ancillary expenses.
2. NWC shall permit Vertex to use its computers and furniture
used for the Netweave product line operation.
3. This Agreement shall not be modified or amended except in
writing signed by the parties hereto. This Agreement constitutes the
entire agreement between the parties hereto with regard to the subject
matter hereof, and there are no agreements, understandings,
restrictions, warranties or representations relating to said subject
matter between the parties other than those set forth herein or herein
provided for.
IN WITNESS WHEREOF, the parties have executed this Agreement this
18th day of February, 1997.
NETWEAVE CORPORATION
BY: s/ X.X. Xxxxxxxxxx
VERTEX INDUSTRIES, INC.
BY: s/ Xxxxxx X. Xxxx
