EXHIBIT 10.1
TEAMING AGREEMENT
THIS TEAMING AGREEMENT (hereinafter "this Agreement") is made and entered into
this _____ day of ___________, 2002 by and between GeoSystems, Incorporated, a
Nevada corporation with offices located at 0000 Xxxxxxxxxxxx Xxxx Xxxxx X,
Xxxxx, Xxxxxxx 00000, and Global Assets & Services, Inc, a Florida company with
offices located at 0000 Xxxx Xxxxxxxxx Xxx Xxxxx 000, Xxxxx, Xxxxxxx 00000.
WHEREAS, the above identified parties, because of their diverse capabilities,
have determined that they would benefit from a team arrangement between their
respective organizations in order to provide technical support and distribution
throughout United States and its territories of specified security software
(from C4S and C4K suite); and
WHEREAS, the Companies have agreed, as set forth in the attached Exhibit A
hereof, to the responsibilities of work to be performed.
NOW, THEREFORE, in consideration of the mutual promises hereinafter contained,
the parties hereto agree as follows:
1. The parties each will designate in writing one or more individuals within
their respective organizations as their representative(s) responsible for
directing performance of the parties' obligations under this Agreement.
2. In carrying out the terms of this Agreement, it may be necessary for the
parties to provide proprietary information to one another. In such event,
the disclosure and use of all proprietary information shall be in
accordance with existing, signed, "Non-Disclosure Agreement" dated 17 May
2002.
3. This Agreement shall remain in effect until the first of the following
shall occur:
a. A decision by the management of either party that it does not
wish to participate in the Program, at any level, provided that
such decision is communicated in writing to the other party with
120 days notice.
b. Three years after effective date of this Agreement.
c. The insolvency, bankruptcy or reorganization under bankruptcy
laws or assignment for the benefit of creditors of either party.
4. The termination or expiration of this Agreement shall not supersede the
obligation of the parties with respect to the protection of proprietary
information, as set forth in "Non-Disclosure Agreement" hereto.
5. All notices, certificates, acknowledgments and other reports hereunder
shall be in writing and shall be deemed properly delivered when duly
mailed by registered letter to the other party at its address as follows,
or to such other address as either party may, by written notice,
designate to the other.
Company A Company B
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Global Assets & Services, Inc Geo Systems, Inc
0000 Xxxx Xxxxxxxxx Xxx Xxxxx 000 0000 Xxxxxxxxxxxx Xxxx Xxxxx X
Xxxxx, XX 00000 Xxxxx, Xx 00000
Attn: Xxxxxx X. XxXxxxxxx Attn: Xxxxxx Xxxxxxxx
Title :President & Director Title: Director of Contracts
Phone: (000)000-0000 Phone: (000) 000-0000 Ext. 1001
Fax: (000)000-0000 Fax: (000) 000-0000
e-mail: e-mail: xxxxxxxxx@xxxxxxxx.xxx
6. This Agreement is not intended by the parties to constitute or create a
joint venture, pooling arrangement, partnership, or formal business
organization of any kind, other than a contractor team arrangement as set
forth in FAR Part 9.6, and the rights and obligations of the parties
shall be only those expressly set forth herein. Neither party shall have
authority to bind the other except to the extent authorized herein.
Nothing in this Agreement shall be construed as providing for the sharing
of profits or losses arising out of the efforts of either or both
parties.
7. This Agreement may not be assigned or otherwise transferred by either
party in whole or in part without the express prior written consent of
the other party, which consent shall not unreasonably be withheld. This
consent requirement shall not apply in the event either party shall
change its corporate name or merge with another corporation. This
Agreement shall benefit and be binding upon the successors and assigns of
the parties hereto.
8. This Agreement shall not be amended, modified or extended, nor shall any
waiver of any right hereunder be effective unless set forth in a document
executed by duly authorized representatives of both Companies. The waiver
of a breach of any term, covenant or condition herein contained shall not
be deemed to be a waiver of such term, covenant or condition for any
subsequent breach of the same.
9. It is expressly agreed and understood that neither party will establish
an overt or intended practice to actively recruit current personnel of
the other party during the term of this Agreement for a period of one (1)
year after the termination of this Agreement; provided, however, that the
benefit of this restriction shall be deemed waived by any party which
goes out of business or ceases regular operations.
10. This Agreement contains all of the agreements, representations and
understandings of the parties hereto and supersedes and replaces any and
all previous understandings, commitments or agreements, oral or written.
11. If any part, term or provision of this Agreement shall be held void,
illegal, unenforceable, or in conflict with any law of a federal, state
or local government having jurisdiction over this Agreement, the validity
of the remaining portions of provisions shall not be affected thereby.
12. This Agreement shall be enforced and interpreted under the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first stated above.
Global Assets & Services, Inc Geo Systems, Inc
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By: /s/ Xxxxxx X XxXxxxxxx By: /s/ Xxx Xxxxx
------------------------- ---------------------------
Name: Xxxxxx XxXxxxxxx Name: Xxx Xxxxx
------------------------- ---------------------------
Title: President & Director Title: CEO
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GeoSystems, Inc
EXHIBIT A
STATEMENT OF WORK
GeoSystems, Inc will be tasked to:
o Evaluate specified components of the C4S and C4K encryption
software to determine its validity for use in both the commercial
and Federal Government sectors. This evaluation will be completed
by US Government officials and/or their representatives and
selected individual security experts at the discretion of Geo
Systems, Inc. Any written reports, that can be released, will be
made available to Global Assets & Services for their files.
o Become the SOLE distributor in the United States and its
territories for the specified components of the C4S and C4K
software if software is validated. THIS TASK WILL BE FURTHER
DEFINED AND DELIENEATED IN A FOLLOW-ON TASK ORDER AFTER SOFTWARE
IS VALIDATED.
o Provide typical and customary classroom environment for a
technical training classroom and a sales training classroom. Geo
Systems, Inc has the right to expand and add additional classrooms
on an "as needed" basis to support the distribution and sale of
the security software.
Global Assets & Services will be tasked to provide:
o Two (2) copies of the security software (C4S and C4K) for evaluation.
o If proven valid; provide additional software copies and licenses as needed for
full distribution in North America.
Compensation for the software will be negotiated jointly between Global
Assets & Services and Geo Systems as previously discussed on 17 May
2002.
