TIMEBEAT AND WATCHZONE AGREEMENT
MEMORANDUM OF UNDERSTANDING AND AGREEMENT dated this 14th day of December, 1999.
BETWEEN:
Xxxxxxxx.xxx Inc., a company incorporated under the laws of
the state of Nevada and having an office at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 0, Xxxxxx Xxxx Xxxxxx 00000
(hereinafter called the "Timebeat")
OF THE FIRST PART
AND: Xxxxxxxxx.xxx Inc.., a company incorporated under the
laws of the stateof Colorado and having an office at 0000
Xxxxx Xxxxxxxxx Xxx, Xxxxxx, XX 00000
(hereinafter called the "Watchzone")
OF THE SECOND PART
AND:
Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx
Xxxxxx, Xxxxx Xxxxx and Xxxxxxx XxXxxxx, all individual
residing in the United States.
(hereinafter called the "Watchzone Management")
OF THE THIRD PART
AND:
Xxxxxxxx.xxx Enterprises Inc., a company incorporated under
the xxxxxxx of Yukon, Canada and having an office at 000
Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called the "Timebeat Canada")
OF THE FOURTH PART
Timebeat and Watchzone Agreement
Page 1 of 9
WHEREAS:
A. Watchzone wishes to sell all of its assets relating to the web
site xxxxxxxxx.xxx and Timebeat wishes to buy.
And;
B. Timebeat wishes Watchzone Management to continue to manage and
operate the business of xxxxxxxxx.xxx and the Watchzone
management wishes to provide those services.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the mutual covenants hereinafter contained, the parties hereto agree as
follows:
1.0 SALE OF XXXXXXXXX.XXX ASSETS TO TIMEBEAT
1.1 In consideration for selling the assets of Xxxxxxxxx.xxx to
Timebeat, Timebeat will pay the following:
a. Xxxxx X. Xxxxxxx - IWC Xxxxxxx
Chronograph, Reference number 3706-007
Retail 4,995.00 - w/steel bracelet, new in
box.
b. Xxxxxxx Xxxxxxx - IWC Flieger
Chronograph, Reference number 3706-007
Retail 4,995.00 - w/steel bracelet, new in
box.
c. Xxxx Xxxxxxxx - Omega Speedmaster,
Automatic, black dial, steel bracelet, new
in box.
d. Xxxxx Xxxxxx - Omega Speedmaster,
Automatic, black dial, steel bracelet, new
in box.
e. Xxxxx Xxxxxx - Omega Speedmaster,
Automatic, black dial, steel bracelet, new
in box.
f. Xxxxxxx XxXxxxx - Omega Speedmaster,
Automatic, black dial, steel bracelet, new
in box.
1.2 In the event that Timebeat ceases business operations
within two years from the date of this agreement then
assets of Watchzone will be transferred back to
Watchzone Management.
1.3 Watchzone Management will take all action necessary
to transfer the domain to Timebeat by January 31,
2000
Timebeat and Watchzone Agreement
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2.0 COMPENSATION OF WATCHZONE MANAGEMENT
2.1 Each member of Watchzone Management will sign a two year
consulting agreement with Timebeat Canada to provide services
to Timebeat Canada and Timebeat. Timebeat Canada will provide
stock options to Watchzone Management and will receive options
to purchase shares of Timebeat Canada. The exact terms and
conditions of those stock options are subject to the approval
of the Canada Venture Exchange, however, in general those
options can be exercised over a two year period (1/3 upon
immediately , 1/3 in twelve months and 1/3 twenty four months
from the date of the agreement).
2.2 Included in the computation of advertising revenue will be any
banner advertising by Timebeat that is over 75,000 impressions
per month.
2.3 As additional compensation fifty percent (50%) of all
advertising revenues generated by the Xxxxxxxxx.xxx banner
advertising program shall be paid by Timebeat to Xxxxx X.
Xxxxxxx to be used as compensation for the Watchzone
Management. Xx. Xxxxxxx will use his sole discretion on how
this compensation will be allocated among the Watchzone
Management.
2.4 As further compensation each member of Watchzone Management
shall be entitled to purchase any new watch from Timebeat for
actual dealer cost up to $10,000 retail price each year.
3.0 ADVERTISING ON WATCHZONE
3.1 Watchzone Management shall determine and set the total number
of advertisers on a monthly basis.
3.2 Watchzone Management will notify all its advertisers in
writing that of the change of ownership and advertising
payments will be made to Xxxxxxxx.xxx Inc.
3.3 Any watch-related company or individual shall be able to
advertise on Xxxxxxxxx.xxx without restriction provided that
the advertiser and the advertising content meets the approval
of Timebeat and Watchzone Management.
4.0 CONTENT RESTRICTIONS
4.1 Users will be able to post messages about other watch
retailers and watch companies without restrictions.
Timebeat and Watchzone Agreement
Page 3 of 9
4.2 Messages will not be censored unless they are determined to be
lewd, offensive or spam related.
4.3 Any person or company may use the Trading Post to post "for
sale" and "want to buy" and "for trade" messages. Watchzone
Management shall determine any restrictions on the number of
messages posted by any individual or company on a daily basis.
Watchzone will also be improved to highlight Timebeat's
authentication and guarantee program.
5.0 ACCOUNTING AND MISCELLANEOUS
5.1 Effective December 15, 1999 Timebeat shall be responsible for
the fees associated with any server-related expenses.
5.2 Timebeat will host Xxxxxxxxx.xxx on its own server once it is
operational and running.
5.3 Effective December 15, 1999 Timebeat shall be responsible for
payment and maintenance to the xxxxxxxxx.xxx web site.
5.4 Effective December 15, 1999 Timebeat shall pay any reasonable
fees for upgrades to the xxxxxxxxx.xxx web site.
5.5 Effective December 15, 1999 Timebeat shall receive revenues
from the banner advertising program.
5.6 Effective December 15, 1999 Watchzone Management shall be
receive the compensation outlined in paragraph 2.2 (50% of
banner advertisment revenue).
6.0 CONFIDENTIALITY
6.1 All paries will not, during the Term of this Agreement,
disclose to any person, firm, or corporation any information
that he may acquire concerning the business of the Company
that is not in the public domain.
6.2 Any news release or public disclosure by Timebeat about
Watchzone must be shown to Xxxxx X. Xxxxxxx prior to release
or disclosure to the public.
7.0 GENERAL
Timebeat and Watchzone Agreement
Page 4 of 9
7.1 All notices will be sent by registered or certified mail,
return receipt required, from any post office in the
continental United States, and addressed to the parties at
their respective addresses set out above. Any such notice will
be deemed received on the date set forth on the signed
receipt. If no received date is entered on the return receipt,
then, the notice will be deemed received seven (7) business
days from the date of the original mailing. If there should be
a mail strike between the day the time of mailing and the
actual receipt of such notice, then, the notice will be resent
via "Courier" such as Federal Express, requiring a signature
and dated receipt of delivery.
7.2 The provisions of this Agreement will enure to the benefit of
and be binding upon the parties hereto and their respective
heirs, executors, administrators, legal representatives and
successors.
7.3 The headings appearing in this Agreement have been inserted
for reference and as a matter of convenience and in no way
define, limit, or enlarge the scope of any provision of this
Agreement.
7.4 The invalidity or unenforceability of any provision of this
Agreement will not effect the validity or enforceability of
any other provision hereof and such valid provision will be
deemed to be in full force and effect.
7.5 This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof and superseded any
prior understanding, agreement, statement or representation by
or between them, whether written or oral.
7.6 This Agreement will not be modified or varied except by an
instrument in writing executed by both parties.
7.7 This Agreement will be governed by and construed in accordance
with the laws of the state of Nevada.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year set out above.
XXXXXXXX.XXX INC.
By:_____________________________ By:___________________________
Timebeat and Watchzone Agreement
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Title:__________________________ Title:________________________
XXXXXXXX.XXX ENTERPRISES INC.
By:_____________________________ By:___________________________
Title:__________________________ Title:________________________
XXXXXXXXX.XXX INC.
By:_____________________________ By:___________________________
Title:___________________________ Title:________________________
SIGNED by Xxxxx X. Xxxxxxx and WITNESSED in the presence of:
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Xxxxx X. Xxxxxxx
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Signature of Witness
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Name of Witness
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Address of Witness
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Occupation of Witness
Timebeat and Watchzone Agreement
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SIGNED by Xxxxxxx Xxxxxxx and WITNESSED in the presence of:
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Xxxxxxx Xxxxxxx
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Signature of Witness
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Name of Witness
--------------------------------
Address of Witness
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Occupation of Witness
SIGNED by Xxxx Xxxxxxxx and WITNESSED in the presence of:
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Xxxx Xxxxxxxx
--------------------------------
Signature of Witness
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Name of Witness
--------------------------------
Address of Witness
--------------------------------
Occupation of Witness
Timebeat and Watchzone Agreement
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SIGNED by Xxxxx Xxxxxx and WITNESSED in the presence of:
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Xxxxx Xxxxxx
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Signature of Witness
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Name of Witness
--------------------------------
Address of Witness
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Occupation of Witness
SIGNED by Xxxxx Xxxxxx and WITNESSED in the presence of:
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Xxxxx Xxxxxx
--------------------------------
Signature of Witness
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Name of Witness
--------------------------------
Address of Witness
--------------------------------
Occupation of Witness
Timebeat and Watchzone Agreement
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SIGNED by Xxxxxxx XxXxxxx and WITNESSED in the presence of:
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Xxxxxxx XxXxxxx
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Signature of Witness
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Name of Witness
--------------------------------
Address of Witness
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Occupation of Witness
Timebeat and Watchzone Agreement
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