STRATEGIC ALLIANCE AGREEMENT
STRATEGIC ALLIANCE FOR XXXX.XXX AND XXXXXX SYSTEMS, LTD
THIS STRATEGIC ALLIANCE (hereinafter referred to as the
"Agreement") is entered into this 18tn day of May, 2000, by and
among XXXx.xxx ("XXXx.xxx"), a Florida corporation, and Xxxxxx
Systems Limited, Inc. ("Xxxxxx"), a Delaware corporation, for the
purposes set forth herein.
W I TN E S S E T H:
WHEREAS, the parties are desirous of forming a strategic alliance
by execution hereof for the purposes set forth herein and are
desirous of fixing and defining between themselves their respective
responsibilities, interests, and liabilities;
NOW, THEREFORE, In consideration of the mutual covenants and
premises herein contained, the Parties herein agree to work in
conjunction, for the purposes set forth herein, and intending to be
legally bound hereby, the Parties hereto do covenant, agree and
certify as follows:
ARTICLE 1. BUSINESS OF PARTIES AND PURPOSE OF THIS STRATEGIC
ALLIANCE
1.1 BUSINESS OF PARTIES. XXXx.xxx, Inc., is a publicly traded
business-to-business infrastructure company that partners with
emerging-growth technology and Internet companies to provide them
assistance with capital formation and management, technology and
systems development and consulting, human resources implementation
and support, and investor public relations. Xxxxxx is a publicly
traded company that intends to acquire, develop and/or operate
Internet and Technology related companies through majority owned
subsidiaries or investment in other Internet companies through
venture capital agreements.
1.2 PURPOSE OF THE AGREEMENT.
The parties desire to obtain an interest in each other's
organization so that they may pursue common goals, for their joint
benefit.
1.3 SCOPE OF SERVICES THAT ARE AVAILABLE.
Xxxxxx can provide XXXx.xxx with financial and business consulting,
investor relations and other services as well as projects mutually
agreed upon through its subsidiary, Nextnet. XXXx.xxx can provide
Xxxxxx with business, technology, human resources, investor
relations and other consulting services as well as projects
mutually agreed upon with Xxxxxx.
ARTICLE II. EXCHANGE OF STOCK
XXXx.xxx agrees to xxxxx Xxxxxx $336,000 worth of XXXx.xxx's Common
Stock, par value $.001 per share ("INFE Shares"). The share price
for the purpose of determining the number of Shares to grant is
measured at the average trading price of the shares over the thirty
trading days prior to the date at the signing of this Agreement,
which is 300,000 shares at $1.12 per share. Such shares shall be
granted Subject: to Rule 144 of the SEC. In exchange for the INFE
Shares, Xxxxxx agrees to grant INFe $336,000 worth of Xxxxxx'x
Common Stock, par value $.001 per share ("Xxxxxx Shares). The share
price for the purpose of determining the number of shares to grant
is measured at the average trading price of the shares over the
thirty trading days prior to the date of the signing of this
Agreement, or 4,307,692 million shares at $.078 per share. Such
Shares shall be granted subject to Rule 144 of the SEC.
It is agreed by the parties hereto that XXXx.xxx agrees to
include the INFE Shares into the first Form SB-2 Public Offering
Registration Statement that it files with the Securities Exchange
Exhibit - 10.16 - Pg. 2
Commission after the date of this Agreement subject to the parties
entering into mutually agreeable lockup and leakout agreements. It
is further agreed by the parties hereto that Xxxxxx agrees to
include the Xxxxxx shares into the first public offering
Registration Statement that it files with the Securities Exchange
Commission after the date of this Agreement subject to the parties
entering into mutually agreeable lockup and leakout Agreements.
ARTICLE III. TERM
3.1 TERM. The term of the Agreement shall commence as of the date
hereof and shall be terminated and dissolved upon the unanimous
agreement of the parties.
ARTICLE IV. NON-DISCLOSURE, NON-USE AND NON-COMPETE PROVISIONS
4.1 NON-DISCLOSURE AND NON-USE.
Each Party agrees that, except as may bo required to be disclosed
to a third party in the discharge of each Party's duties under this
Agreement, it shall regard and preserve as confidential all
information pertaining to the business of the Other Party, its
customers, employees and others that has been obtained by it during
the course of this Agreement. During any period of this Agreement,
each Party Shall not, directly of indirectly, use of its own
benefit or for the benefit of any third party or disclose to any
others any of such information without written authority from the
other Party. The obligations set forth In the preceding sentences
of this section shall not apply to any Information which is or
comes into the public domain through no wrongful act or omission of
a Party. This section shall not be construed as restricting any
Party from disclosing any information (whether proprietary and
confidential to an Party or not) to its own employees or others
engaged by such Party who reasonably require access to such
information in order to discharge their duties. Notwithstanding the
other provisions of this section, if such Party obtains any
information subject to statutory, regulatory, or judicial
restraints on disclosure, including but not limited to federal and
state securities laws and regulations, or any information which
such Party is directed to disclose by law, regulation, government
administrative action, or judicial order, such Party shall observe
said restraints and directives.
4.2 NON-COMPETITION
So long as this agreement is in existence and for an additional
twelve (12) months thereafter, the parties shall not directly or
indirectly solicit any clients or employees of the other Party
without the written permission of the other Party.
4.3 ACKNOWLEDGMENTS
Each Party acknowledges that it has carefully read this Agreement
and has given careful thought to the restraints imposed by this
Agreement, and is in full accord as to their necessity for the
reasonable and proper protection of each Party. Each Party
expressly acknowledges and agrees that each and every restraint
imposed by this Agreement is reasonable with respect to subject
matter, time period, and geographical scope, and may be enforced by
equitable remedies including Temporary Restraining Orders,
Preliminary Injunctions, and Permanent Injunctions.
ARTICLE V. RESOLUTION OF DISPUTES
5.1 All disputes arising out of this Agreement between the Parties
that is not resolvable by good faith negotiations by shall be
settled by arbitration. In so agreeing the parties expressly waive
their right, if any, to a trial by jury of these claims and further
agree that the award of the arbitrator shall be final and binding
upon them as though rendered by a court of law and enforceable in
any court having jurisdiction over the same. Reasonable attorney
fees shall be paid by the prevailing party.
ARTICLE VI. REPRESENTATIONS AND WARRANTIES
Exhibit - 10.16 - Pg. 3
XXXx.xxx hereby represents and warrants to as follows:
6.1 INFe com is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of Florida, and
has the corporate power and is duly authorized to carry on its
businesses where and as now conducted and to own, lease and operate
its assets as it now does.
6.2. The execution, delivery, and performance by XXXx.xxx of and
the consummation of the transactions contemplated in this Agreement
have been duly and validly authorized by the Board of Directors of
XXXx.xxx, and XXXx.xxx represents and warrants that it has the
right, power, legal capacity, and authority to enter into and
perform its obligations under this Agreement, and that no consent
or approval of, notice to, or filing with any governmental
authority having jurisdiction over any aspect of the business or
assets of XXXx.xxx, and no consent or approval of or notice to any
other person or entity is required in connection with the execution
and delivery by XXXx.xxx of or the consummation by XXXx.xxx of the
transactions contemplated in this Agreement.
6.3 The execution, delivery, and performance of this Agreement by
XXXx.xxx and the consummation of the transactions contemplated
hereby and thereby, do not and will not result in or constitute (a)
a breach of any term or provision of this Agreement; (b) a default,
breach, or violation, or an event that, with notice or lapse of
time or both, would be a default. breach, or violation of any of
the terms, conditions, or provisions of the Articles of
Incorporation or Bylaws of XXXx.xxx; (c) a default, breach, or
violation. or an event that, with notice or lapse, of time or both,
would be a default, breach, or violation of any of the terms,
conditions, or provisions of any lease, license, promissory note,
security agreement, commitment, indenture, mortgage, dead of trust,
or other agreement, instrument, or arrangement to which XXXx.xxx is
a party or by which it or any of its assets are bound; (d) an event
that would permit anyone to terminate or rescind any agreement or
to accelerate the maturity of any indebtedness or other obligations
of XXXx.xxx; or (e) the creation or imposition of any lien, charge,
or encumbrance on any of the assets of XXXx.xxx.
Xxxxxx hereby represents and warrants as follows:
6.4 Xxxxxx is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of Delaware, and
has the corporate power and is duly authorized to carry on its
businesses where and as now conducted and to own, lease, and
operate its assets as it now does.
6.5. The execution, delivery, and performance by Xxxxxx of and the
consummation of the transactions contemplated in this Agreement
have been duly and validly authorized by the Board of Directors of
Xxxxxx, and Xxxxxx represents and warrants that it has the right,
power, legal capacity, and authority to enter into and perform its
obligations under this Agreement, and that no consent or approval
of, notice to, or filing with any governmental authority having
jurisdiction over any aspect of the business or assets of Xxxxxx,
and no consent or approval of or notice to any other person or
entity is required in connection with the execution and delivery by
Xxxxxx of or the consummation by Xxxxxx of the transactions
contemplated in this Agreement.
6.6 The execution, delivery, and performance of this Agreement by
Xxxxxx and the consummation of the transactions contemplated hereby
and thereby, do not and will not result in or constitute (a) a
breach of any term or provision of this Agreement; (b) a default,
breach, or violation, or an event that, with notice or lapse of
time or both, would be a default, breach, or violation of any of
the terms, conditions, or provisions of the Articles of
Incorporation or Bylaws of Xxxxxx; (c) a default, breach, or
violation, or an event that, with notice or lapse of time or both,
would be a default, breach, or violation of any of the terms,
conditions, or provisions of any lease, license, promissory note,
security agreement, commitment, indenture, mortgage, dead of trust,
or other agreement, instrument, or arrangement to which Xxxxxx is
a party or by which it or any of its assets are bound; (d) an event
that would permit anyone to terminate or rescind any agreement or
Exhibit - 10.16 - Pg. 4
to accelerate the maturity of any indebtedness or other obligations
of Xxxxxx; or (e) the creation or imposition of any lien, charge,
or encumbrance on any of the assets of Xxxxxx.
ARTICLE VII. INDEMNIFICATION
8.1 XXXx.xxx agrees to indemnify and hold harmless Xxxxxx from,
against, and in respect to any and all losses, expenses, costs,
obligations, liabilities, and damages, including interest,
penalties, and reasonable attorneys' fees and expenses
(collectively, "Losses"). Xxxxxx may incur by reason of (a)
XXXx.xxx's breach of or failure to perform any of its
representations, warranties, commitments, covenants, or agreements
in this Agreement or in any instrument, agreement, or exhibit
furnished or to be furnished by or on behalf of XXXx.xxx under this
Agreement; or (b) any act or omission of XXXx.xxx after the
execution of this Agreement that constitutes a breach, default, or
failure to perform any obligation, duty, or liability of XXXx.xxx.
8.2 Xxxxxx agrees to indemnify and hold harmless XXXx.xxx from,
against, and in respect to any and all losses, expenses, costs,
obligations, liabilities and damages, including interest,
penalties, and reasonable attorneys' fees and expenses
(collectively, "Losses"). XXXx.xxx may incur by reason of (a)
Xxxxxx'x breach of or failure to perform any of its
representations, warranties, commitments, covenants, or agreements
in this Agreement or in any instrument, agreement, or exhibit
furnished or to be furnished by or on behalf of Xxxxxx under this
Agreement; or (b) any act or omission of Xxxxxx after the execution
of this Agreement that constitutes a breach, default, or failure to
perform any obligation, duty, or liability of Xxxxxx.
ARTICLE VIII. OTHER PROVISIONS
9.1 This Agreement constitutes the entire agreement of the parties
and may not be altered, unless the same is agreed upon in writing
signed and acknowledged by the parties.
9.2 This Agreement is binding upon the heirs, court appointed
representatives, assigns, and successors of the parties.
9.3 This Agreement shall be governed by the laws of the
Commonwealth of Virginia.
9.4 Signatures transmitted by facsimile small be deemed legally
binding.
So agreed and executed this 18th day of May, 2000.
XXXX.xxx, Inc.
By:_____/T.M. Richfield__________
Name:_____T.M. Richfield_________
Its:________President____________
Xxxxxx Systems Limited, Inc.
By:___/s/Xxxxxxx Margulies_______
Name: Xxxxxxx Xxxxxxxxx
Its: President
