BUSINESS DEVELOPMENT AGREEMENT
THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and
entered into as of September 7, 2004 by and between IPOINT MEDIA LTD. (the
"Company"), and NEOMEDIA TECHNOLOGIES, INC. ("NeoMedia").
RECITALS:
WHEREAS, the Company desires to engage NeoMedia, and NeoMedia desires
to be engaged by the Company, to provide certain business development services
in accordance with and subject to the terms and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT:
ARTICLE 1.
ENGAGEMENT
1.1. Engagement. The Company hereby engages NeoMedia, and NeoMedia
hereby accepts such engagement.
1.2. Services. Upon the request of the Company, NeoMedia shall perform
the services set forth on Exhibit "A" hereto.
ARTICLE 2.
TERM OF ENGAGEMENT
2.1. Term. The engagement of NeoMedia pursuant to the terms hereof
shall commence on the date hereof and shall continue on a month-to-month basis
until terminated by either party by providing thirty (30) days prior written
notice to the other party (the "Term").
2.2. Independent Consultant. The Company and NeoMedia acknowledge and
agree that NeoMedia is an independent contractor and that nothing in this
Agreement is intended to cause NeoMedia to be a fiduciary, agent, joint
venturer, legal representative, partner or servant of the Company for any
purpose whatsoever. NeoMedia agrees that the Company shall in no event assume
liability for or be deemed liable hereunder as a result of any contract,
agreement, understanding, debt or obligation entered into by NeoMedia on the
Company's behalf without the Company's prior written consent. NeoMedia shall be
solely responsible for and shall pay all taxes, assessments, and fees incident
to the performance of his obligations pursuant to this Agreement.
ARTICLE 3.
COMPENSATION OF CONSULTANT
3.1. Compensation. As compensation for the services during the Term of
this Agreement, the Company shall pay NeoMedia a fee payable by the issuance of
a number of shares of common stock equal to 7% of the Company's common stock.
This fee shall be deemed fully earned as of the date hereof.
ARTICLE 4.
MISCELLANEOUS
4.1. Notices. All notices hereunder, to be effective, shall be in
writing and shall be deemed delivered when delivered by hand, upon confirmation
of receipt by telecopy or when sent by first-class, certified mail, postage and
fees prepaid, as follows:
(a) for notices and communications to the Company
Ipoint-Media Ltd.
0x Xxxxxxxx Xxxxxx
Xxx-Xxxx 00000, Xxxxxx
Attention: Muki Xxxxxx, Chief Executive Officer
Telephone: 000-000-0-0000000
Facsimile: 011-972-3-7657139
(b) for notices and communications to NeoMedia:
NeoMedia Technologies, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, President
& Chief Executive Officer
Telephone: (000) 000-0000 x 000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By notice complying with the foregoing provisions of this Section, each party
shall have the right to change the address for future notices and communications
to such party.
4.2. Modification. This Agreement constitutes the entire Agreement
between the parties hereto with regard to the subject matter hereof, superseding
all prior understandings and agreements, whether written or oral. This Agreement
may not be amended or revised except by a writing signed by both of the parties
hereto.
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4.3. Assignment. This Agreement and all rights hereunder are personal
to NeoMedia and may not, unless otherwise specifically permitted herein, be
assigned by him. Notwithstanding anything else in this Agreement to the
contrary, the Company may assign this Agreement to and all rights hereunder
shall inure to the benefit of any person, firm or corporation succeeding to all
or substantially all of the business or assets of the Company whether by
purchase, merger or consolidation.
4.4. Captions. Captions herein have been inserted solely for
convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.
4.5. Severability. The provisions of this Agreement are severable, and
the invalidity of any provision shall not affect the validity of any other
provision. In the event that any arbitrator or court of competent jurisdiction
shall determine that any provision of this Agreement or the application thereof
is unenforceable because of the duration or scope thereof, the parties hereto
agree that said arbitrator or court in making such determination shall have the
power to reduce the duration and scope of such provision to the extent necessary
to make it enforceable, and that the Agreement in its reduced form shall be
valid and enforceable to the full extent permitted by law.
4.6. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New Jersey without regard to the
principles of conflict of laws. The parties further agree that any action
between them shall be heard exclusively in Xxxxxx County, New Jersey, and
expressly consent to the jurisdiction and venue of the Superior Court of New
Jersey, sitting in Xxxxxx County, New Jersey and the United States District
Court of New Jersey, sitting in Newark, New Jersey, for the adjudication of any
civil action asserted pursuant to this paragraph.
IN WITNESS WHEREOF, the parties hereto have caused this Business
Services Agreement to be executed by their representatives thereunto duly
authorized.
IPOINT MEDIA, LTD.
By:_________________________________
Name:_______________________________
Title:______________________________
NEOMEDIA TECHNOLOGIES, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
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EXHIBIT "A"
DESCRIPTION OF SERVICES
1. The parties to this agreement will look to jointly pursue select
opportunities in the areas of distributing video, audio and data over an
interactive broadband media access platform.
2. NeoMedia may serve as a reseller of iPoint's products and services in North
America on a non-exclusive basis with special focus on the government
(including state and local).
3. NeoMedia will seek to introduce iPoint to NeoMedia's other channel and
alliance partners which may have interest in doing business with iPoint.
a. The parties to this agreement will reciprocate contracts to each of
the respective parties' partners and clients for opportunities of
synergy where reseller of finder's fee compensation may apply.
b. NeoMedia will make available appropriate resources for market analysis
and tactical evaluations for achieving business goals surrounding
iPoint operations in North America.
c. NeoMedia will provide resources in order to market iPoint technology
in strategic industry verticals including government and
telecommunications.
d. NeoMedia will contribute sales activities, both conceptual/planning
and direct, for iPoint products including branding and repackaging
initiatives, if desired by iPoint, to further advance distribution of
the iPoint product suite.
e. NeoMedia will supply resources to manage accounts and perform post
sale support activities for iPoint technology implementations.
4. Where appropriate, NeoMedia will support iPoint's efforts to assist in
securing approvals for iPoint's technology within appropriate government
and industry standards groups.
5. Each of items 1-4 will be subject to the execution of a definitive
agreement with specific terms and conditions before each such project is
implemented. Further, it is understood that no exclusivity is given or
received under this alliance and any such exclusivity would only be set
forth in a definitive agreement.
6. The parties can add or modify services which will be detailed in the
amended Exhibit A and signed by both parties.
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