EXHIBIT 99.1
AGREEMENT
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This Agreement made this 30th day of December, 2001 between Etelix,
U.S. ("Etelix") and Xxxxxx.Xxx ("Crypto"):
WHEREAS, Xxxxxx.Xxx currently owns and possesses certain proprietary
and copyrighted intellectual property concerning cryptology; and
WHEREAS, Xxxxxx.Xxx desire to market, license and commercialize its
cryptology technology; and
WHEREAS, Etelix desires to market and license Crypto's cryptology
technology to third parties for the purpose of achieving commercial application
in the marketplace; and
WHEREAS, the parties are entering into this Agreement for the purpose
of accomplishing and realizing these purposes;
NOW, THEREFORE, in consideration of $10,000.00 and other consideration
the value and receipt of which is hereby acknowledged by the parties, it is
hereby agreed as follows:
1. REAFFIRMATION. The matters set forth above are hereby ratified and
incorporated into this Agreement.
2. LICENSE AND MARKETING. Crypto grants to Etelix the non-exclusive
license and right to market and uses Crypto's cryptology technology for
a period of 5 years from the date of this Agreement. In connection with
the marketing of the Crypto cryptology technology, Etelix shall be
solely responsible for negotiating and entering into contracts and
licenses with third parties for the relicensing and use of the Crypto
cryptology technology without the necessity of obtaining any approvals
from Crypto.
3. LICENSING AND MARKETING FEES. Etelix shall pay to Crypto a licensing
and marketing fee of one million U.S. dollars ($1,000,000), which,
shall be due and payable upon the occurrence of the following
conditions.
A. Crypto shall first provide Etelix with a fully developed
cryptology technology ready for adaptation to interface and
telecommunication software, with all United States
governmental approvals, duly copyrighted or otherwise
protected, which is in such a format as to have commercial
application subject to additional approvals as may be required
for import and export use. This format will be defined in as
yet to be published document, which will be referred to as the
PRODUCT PERFORMANCE SPECIFICATION. Such document will be
jointly developed within the next 30 days. When finished the
PRODUCT PERFORMANCE SPECIFICATION will be incorporated in its
entirety as part of this agreement.
B. Upon receipt of the cryptology technology in the form set
forth above, Etelix shall have a period of 90 days within
which to either use the technology itself or enter into a
contract and licensing agreement with third parties for the
use of the technology.
C. In the event that Etelix elects to utilize the technology
solely for its own purposes, Etelix shall pay to Crypto the
sum of one hundred thousand U.S. dollars ($100,000) per month
for 10 months.
D. In the event that Etelix successfully markets and licenses the
Crypto cryptology technology to a third parties, then Etelix
shall pay to Crypto the sum of One Million U.S. dollars
($1,000,000) within 30 days of the signing of the licensing
agreement or contract.
4. ROYALTY PAYMENTS. In the event that Etelix enters into a licensing or
marketing agreement pursuant to which Etelix receives royalty payments,
Etelix shall pay to Crypto fifty percent (50%) of any royalty received
on a per quarter basis. Crypto shall have the rights to audit these
accounts annually.
5. CONFIDENTIALITY. The parties agree that this Agreement, its contents,
and all negotiations leading to the execution of this Agreement shall
remain confidential and shall not be disclosed to any third party. This
provision shall not prohibit the disclosure of this Agreement to
professionals utilized by the parties such as accountants and attorney,
to governmental and licensing authorities or to any third party with
the written consent of the parties. NONCIRCUMVENTION AGREEMENT. The
parties agree that, in the event they should commence discussions or
negotiations with third parties concerning the licensing or marketing
of Crypto's cryptology technology, they shall be prohibited from
contacting said third parties to discuss the licensing or marketing of
said technology. Each Party will inform to other of third party
negotiations.
6. WARRANTYS AND REPRESENTIONS. The parties agree that they have the
authority to enter into this Agreement and Crypto warrants and
represents that it has the necessary ownership interest in the
cryptology technology to grant to Etelix the right to license and
market the technology.
7. INTEGRATION. The parties acknowledge that they have not relied upon any
oral statements or representations made by the other party in entering
into this Agreement and that all such oral representations are merged
into and have become a part of this Agreement.
8. AMENDMENTS. The parties agree that this Agreement embodies all the
terms of agreement between the parties and that any amendment to this
Agreement, to be effective, must be in writing signed by the parties
with the same formality as this Agreement.
9. NOTICES. All notices given by the parties to this Agreement shall be by
First Class Mail postage prepaid to the following addressees:
To Crypto: Crypto. Com
00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
To Etelix: G. Xxxxxxx Xxxxxx, Esq.
G. Xxxxxxx Xxxxxx, P.A.
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
10. DEFAULT. In the event either party shall breach this Agreement or in
connection with any action to enforce or construe this Agreement, the
prevailing party shall be entitled to recover its reasonable attorney's
fees and costs at all trial and appellate levels. Any action brought
under this Agreement shall be governed by the laws of the Commonwealth
of Virginia.
11. SIGNATURES. This Agreement may be executed in counterpart by the
parties.
ETELIX, U.S. XXXXXX.XXX
BY: BY:
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/S/ G. XXXXXXX XXXXXX /S/ XXX X. XXXXXXXXX
G. XXXXXXX XXXXXX XXX X. XXXXXXXXX
PRINCIPAL PRESIDENT
