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Exhibit 10.2
WEBSITE DEVELOPMENT AGREEMENT
This Website Development Agreement (the "Agreement") is entered into this
9th day of December, 1999, by and between ARI Network Services, Inc. ("ARI") and
Xxxxxx X. Bridge ("Consultant").
1. PERFORMANCE BY CONSULTANT. Consultant agrees to act as an independent
contractor for the specific project of developing a World Wide web site to
be installed on ARI's web space located at xxx.xxxxxx.xxx. ARI has
established a separate contract with an Internet service provider (the
"ISP"). ARI hereby authorizes Consultant to access this account and
authorizes the ISP to provide Consultant with "write permission" for ARI's
web page directory, cgi-bin directory, and any other directories or
programs which need to be accessed for this project.
2. PAYMENT FOR SERVICES. ARI agrees to pay Consultant by issuing twelve
thousand five hundred (12,500) shares of ARI common stock (the "ARI
Shares") for the services provided hereunder. The issuance shall occur and
be effective December 16, 1999, provided ARI shall have received
assurances, satisfactory to it, that the issuance of ARI common stock as
contemplated hereby would not require shareholder approval, and would not
constitute a corporate governance violation, under the rules of the
National Association of Securities Dealers, Inc. applicable to ARI. If
such condition is not satisfied by January 31, 2000, the parties shall meet
to agree upon other compensation at the earliest possible time. Both ARI
and Consultant agree that the value of the services provided hereunder is
Eighty Five Thousand Dollars ($85,000).
Consultant is aware that the ARI Shares have not been registered (nor is
registration contemplated) under the Securities Act of 1933, as amended (the
"Act"), and, accordingly, that federal and state securities laws require the
such ARI shares must be held indefinitely unless they are subsequently
registered under the Act or unless exemptions from such registration are
available. Consultant is aware of the provisions of Rule 144 under the Act which
permit limited resales of shares issued in private transactions subject to the
satisfaction of certain conditions. Consultant agrees that any certificate for
the ARI Shares may bear a legend restricting the transfer thereof consistent
with the foregoing. The form of such legend may be substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SHARES MAY NOT BE SOLD,
OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION
WITHOUT AN EXEMPTION UNDER THE ACT, OR AN OPINION OF LEGAL COUNSEL
REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED.
ARI and its transfer agent need not register a transfer of ARI Shares,
unless the conditions specified in the foregoing legend are satisfied.
In addition, Consultant shall be reimbursed for all reasonable
out-of-pocket expenses not exceeding an allotment of $500 per month
incurred in the performance of the services provided hereunder. Consultant
shall obtain the written approval of ARI before incurring expenses in a
month in excess of this allotment.
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3. ADDITIONAL SERVICES. Any revisions, additions or redesign client wishes
Consultant to perform not specified in this document shall be considered
"additional" and will require a separate agreement and payment.
4. RIGHTS IN DATA AND WORKS.
a. Ownership. Consultant agrees that ARI is the exclusive owner of all
right, title and interest in the finished assembled work of the web
site produced and designed by Consultant. This ownership is to include
rights to the design, any photos or graphics supplied, source code,
work-up files, and computer programs specifically designed for this
particular web site. Furthermore, Consultant agrees to assign and does
hereby assign to ARI, is successors and /or assigns, all intellectual
property rights in and to the finished assembled work of the web site.
b. Proprietary Rights. In no way limiting to Section 4.a above, Consultant
agrees that all copyrights and other proprietary rights, including, but
not limited to, all patents, trademarks, moral rights, trade secrets
rights with respect to any work including any inventions, discoveries,
concepts, ideas or information conceived by Consultant with respect to
the web site ("Proprietary Rights") that are paid for by ARI or
designed or developed by Consultant in connection with this Agreement,
are owned by ARI and Consultant hereby irrevocably assigns to ARI all
right, title and interest in such copyrights and other Proprietary
Rights.
5. INDEMNIFICATION. ARI agrees that it shall defend, indemnify, save and hold
Consultant harmless from any and all demands, liabilities, losses, costs
and claims, including reasonable attorney's fees, ("Liabilities") asserted
against Consultant, its officers and employees, that may arise or result
from any service provided or performed or agreed to be performed or any
product sold by ARI, its agents, employees or assigns. ARI agrees to
defend, indemnify and hold harmless Consultant against any Liabilities
arising out of any injury to person or property caused by any products or
services sold or otherwise distributed in connection with Consultant's
service, any material supplied by ARI infringing on the proprietary rights
of a third party, copyright infringement, and any defective product which
ARI has sold in the web site.
6. LAWS AFFECTING ELECTRONIC COMMERCE. ARI agrees that ARI is solely
responsible for complying with such laws, taxes, and tariffs, and will hold
harmless, protect, and defend Consultant and its subcontractors from any
claim, suit, penalty, tax, or tariff arising from ARI's use of Internet
electronic commerce.
7. CONFIDENTIALITY AND NON-DISCLOSURE. "Confidential Information" means ARI's
information not generally known by non-ARI personnel, used by ARI which is
proprietary to ARI or the disclosure of which would be detrimental to ARI.
Confidential Information includes, but is not limited to; (1) ARI's
computer software, including documentation, (2) ARI's internal personnel,
financial, marketing and other business information and manner and method
of conducting business, (3) ARI's strategic, operations and other business
plans and forecasts, and (4) confidential information provided by or
regarding ARI's employees, customers, potential customers, suppliers,
subcontractors, vendors, and other contractors.
Consultant, its employees and subcontractors agree that, except as directed by
ARI, it will not at any time during or after the term of this Agreement disclose
any Confidential Information whatsoever.
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8. ASSIGNMENT. Consultant shall not assign or subcontract the whole or any
part of this Agreement without ARI's prior written consent. Any subcontract
made by Consultant with the consent of ARI shall incorporate by reference
all terms of this Agreement. Consultant agrees to guarantee the performance
of any subcontractor used in performance of the services provided
hereunder.
9. STATUS AS INDEPENDENT CONTRACTOR. Consultant and ARI are contractors
independent of one another and neither party's employees will be considered
employees of the other party for any purpose. This Agreement does not
create a joint venture or partnership, and neither party has the authority
to bind the other to any third party. Any personnel supplied by consultant
hereunder are not ARI's employees or agents and Consultant assumes full
responsibility for their acts. Consultant shall be solely responsible for
the payment of compensation of the personnel hired by Consultant and such
personnel shall be informed that they are not entitled to any of ARI's
benefits. Consultant is responsible for the payment of all worker's
compensation disability benefits and unemployment insurance and for
withholding and paying employment taxes for such personnel.
10. CHOICE OF LAW AND FORUM. This Agreement shall be governed and construed in
accordance with the laws of the State of Wisconsin without regard to its
conflicts of laws or principles thereof.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
ARI and Consultant. No modification of this Agreement shall be effective
unless in writing and signed by parties.
Accepted and agreed to:
ARI Network Services, Inc. Xxxxxx X. Bridge
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. Bridge
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Signature Signature
President, Chairman & CEO 12/9/99
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Title Date
12/9/99
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Date
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