JOINT VENTURE/ DISTRIBUTORSHIP AGREEMENT
AdZone Research, Inc., Senticore, Inc., and The Justice Fund
LAW OFFICES OF
XXXXXXX X. XXXXXXXX
Attorney and Counselor
0000 Xxxxxxxxxx
Xxxxxxxxxx XX 00000
Phone:(000) 000-0000; fax (000) 000-0000
JOINT VENTURE/ DISTRIBUTORSHIP AGREEMENT
THIS AGREEMENT is made and entered into this 9Th day of September 2004, by
and between AdZone Research, Inc. ("AdZone" or the "Developer"), Senticore, Inc.
a Delaware corporation ("Senticore"), and The Justice Fund ("TJF").
Whereas, AdZone Research, Inc. ("AdZone") is a data mining/ data research
firm, providing proprietary research of on-line activity;
Whereas, AdZone has developed its proprietary Net Get system, which is
almost entirely automated, designed for maximum flexibility, allowing virtually
any type of web content to be monitored, stored and analyzed;
Whereas, AdZone's Net Get system is also capable of monitoring the web for
terrorist and criminal activity, and has commercial applications, which, for the
most part, have not been utilized, due to AdZone's focus on government
applications and government contracts;
Whereas, AdZone's Net Get system can monitor on-line advertising
information and is also capable of monitoring virtually anything on the web, in
any format;
Whereas, AdZone's Net Get system compiles research data by continuously
monitoring over 500,000 web pages (URL's), permitting clientele companies to
access critical information concerning what companies are advertising on-line,
in what form, its frequency and cost;
Whereas, The Justice Fund ("TJF") introduced AdZone to Senticore, Inc.
("Senticore"), a diversified business enterprise, holding various enterprises as
investments and seeks to grow companies in which it has an interest;
Whereas, Senticore and TJF (hereinafter, jointly referred to as the
"Distributor") are desirous of becoming a distributor of, and marketing and
exploiting AdZone's Net Get system for various commercial applications;
Whereas, AdZone is desirous of having Senticore and TJF, jointly, as its
distributor or marketing agent in and for Asia and South America;
Whereas, Developer has the right to grant exclusively to Distributor, and
Distributor desires to exploit, market, sell, service, distribute, use and
promote Net Get, but only for commercial applications, in the territory of the
continent of Asia and in South America (the "Territory");
Whereas, Developer and Distributor have agreed to the terms and conditions
governing such sales to Distributor, as hereinafter set forth; and
Whereas, The Justice Fund, Ltd. (TJF), funded by The Nutmeg Group, LLC,
with the use of AdZone's Net Get system, is currently endeavoring to engage
therewith in the following ventures:
1) Anti-spamming (using an "ant trap" or "spam trap", as developed
by AdZone) to be marketed to internet service providers;
2) Data mining technology, as developed by AdZone, for online
copyright infringements and advertising infringements;
3) Legal fund - TJF lends to personal injury plaintiffs, in exchange
for an extremely attractive rate of interest. This will often
enable plaintiffs to continue pursuit of their litigation,
instead of abandoning their claim or settling at deep discounts,
as many today are otherwise forced to do;
4) Seeking information that may lead to Terrorist networks and
financiers and other participants in Terrorist activities for the
purpose of prosecuting claims and thus pursuing the assets of
financiers and other participants, to the extent of accessible
holdings worldwide.
Whereas, TJF and Senticore recognize the distinct advantages to the use of
AdZone's research capability and access critical information including the Net
Get system;
Whereas, TJF and AdZone recognize the distinct advantages to the use of and
access to Senticore's contacts and TJF's contacts;
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Whereas, AdZone is desirous of providing services and an exclusive license
to the Net Get system to TJF and to Senticore, within the Territory.
NOW THEREFORE, in consideration of the herein contained recitations, the mutual
covenants set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as follows:
INTRODUCTORY SECTION
INCORPORATION BY REFERENCE
The foregoing recitations are hereby incorporated by this reference as though
fully stated herein.
SECTION ONE
APPOINTMENT OF DISTRIBUTOR
Developer appoints Distributor as Developer's exclusive distributor, subject to
the terms, conditions and limitations contained herein, within the Territory.
Initiatives in the Territory that existed prior to this Agreement are excluded,
and sales to those customers by the Distributor shall not be included in this
Agreement, to the extent same is set forth herein.
SECTION TWO
REPRESENTATIONS AND WARRANTIES OF DEVELOPER
1. Developer represents that it is the owner of all the rights, title and
interest in its process and technology known as Net Get and all trademarks, and
goodwill related thereto, free of all encumbrances and claims. Developer further
represents that it has the right to grant exclusively to Distributor an
exclusive right to import, market, sell, and promote Net Get in the Territory,
as well as the right to grant to Distributor the right to import, market, sell
and promote Net Get in territories not yet covered by any other exclusive
distributor.
2. Developer warrants and represents to Distributor that Net Get and related
parts and supplies will be free of material defects in materials or workmanship
at the time of shipment.
3. Developer shall indemnify and hold Distributor harmless against any and all
claims, made against Distributor based upon, arising out of or in any way
related to, absent any negligence on the part of Distributor, and will endeavor
to obtain products liability insurance to protect the Distributor against the
following:
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(i) Material defects in the design, manufacture, processes, materials,
workmanship, specifications, installations, training or parts of Net Get
technology furnished to Distributor or purchasers, Sublicensees or lessees
through Distributor.
(ii) Developer's material breach of any of the terms, representations,
warranties and covenants contained in this agreement.
SECTION THREE
RESPONSIBILITIES OF DEVELOPER
1. Developer shall, at its sole discretion, to the best of its ability, assist
Distributor in procuring and closing Sales or Use Agreements (with Distributor's
customers) for the purchase or use of Net Get.
2. Developer shall conduct its business in such a manner as to maintain, and
where possible increase, the reputation of Distributor.
3. Developer shall, at its sole discretion, provide to Distributor, on a timely
basis and in reasonable quantities, technical information, manuals, promotional
material, relevant marketing data, where they exist, and quotations for Net Get
system without cost of said materials as requested by Distributor, and shall
proceed to fill requests expeditiously.
4. Developer may assist, at the request of the Distributor, in the drafting and
completion of all Sales or Use Agreements solicited or obtained by Distributor.
5. Developer shall provide Distributor, with training in the installation,
support and maintenance of Net Get system to better enable the Distributor to
market and sell the proprietary technology in the Territory. The type, location
and extent of training necessary shall be in the sole discretion of the
Developer.
6. Developer shall, at its sole discretion, forward inquiries from any sources
for purchases of Net Get to be used in the Territory to Distributor and shall,
to the extent allowed by law, use its best efforts not to knowingly allow
circumvention of the exclusivity of this Agreement by permitting the import,
sale, lease or use of Net Get within the Territory through other than
Distributor.
7. Developer agrees that Distributor shall install all Net Get and make repairs
and/or replacements in accordance with Developer's product warranty and in
accord with all prevailing standards regulations and codes on all Net Get sold
or leased by Distributor.
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SECTION FOUR
RESPONSIBILITIES OF DISTRIBUTOR
1. Distributor shall use its best efforts to promote the sale and use of, and to
solicit and secure orders for Developer, Net Get.
2. Distributor shall conduct its business in such a manner as to maintain, and
where possible increase, the reputation of Developer and Developer's product.
3. Distributor shall make known to Developer in writing on forms provided by
Developer, in a timely manner, each and every prospective purchaser which the
Distributor believes has reached the level of a serious prospective customer.
4. Distributor shall provide Developer with a copy of completed Sales
Agreements, in English, between the Distributor and its customers.
5. Distributor shall be solely responsible for expenses incurred and
disbursements made in the performance of its rights and responsibilities under
this Agreement. Distributor shall not incur any liability for such expenses and
disbursements for the account of Developer, and shall indemnify Developer in
relation to such expenses and disbursements.
6. Distributor shall not use any promotional material that has not been provided
by Developer or approved in writing by Developer, and Distributor shall be
responsible for the accuracy of all translated materials to and from English.
Further, the Distributor shall be required to have all promotional material
translated into the native tongue of the territory in which they are authorized
to operate, and to produce and provide promotional materials to Distributor's
customer candidates without cost to the Developer.
7. Distributor shall provide, from time to time as needed by Developer, market
research if said market research is available to Distributor, to enhance
Developer's ability to create effective advertising, new product development,
and marketing materials.
8. Distributor shall use best efforts to identify and solicit, at Developer's
request, customers who will allow and/or agree to demonstrations of operating
Net Get for prospective customers and/or other marketing purposes.
9. Distributor shall not be responsible for repairs or replacements unless
Distributor specifically agrees to such responsibility with respect to each and
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every separate Sales Agreement (with Distributor's customers).
SECTION FIVE
DISTRIBUTOR'S AUTHORITY LIMITATIONS
Unless specifically approved in writing by a duly authorized company
representative, Distributor is not authorized and shall not do any of the
following:
1. Represent that Distributor has any authority, whether express or implied, to
make contracts in the name or binding on the Developer, to pledge Developer's
credit or to extend credit in Developer's name.
2. Use Developer's name, trade names, trademarks, logos, and any other similar
asset in which Developer has an intellectual property right in connection with
Distributor's business other than in a manner expressly authorized in writing by
Developer. This does not limit the Distributor's use of promotional material
supplied or approved by the Developer.
SECTION SIX
DISTRIBUTOR PAYMENTS
All sales of Developer's Products to Distributor shall be made pursuant to this
Agreement at such prices and on such terms as Developer shall establish from
time to time as its Standard Distributor Prices which may be changed at the sole
discretion of the Developer upon ninety (90) days written notice to Distributor.
All prices are FOB Developer's plant unless otherwise stated in each Purchase
Agreement or separately agreed to by both parties in writing.
Payment shall be separately defined by each and every separate Purchase
Agreement for Developer's products. All funds shall be paid in United State's
currency.
SECTION SEVEN
TERMINATION FOR CAUSE
Developer, at its sole discretion, may terminate this Agreement immediately upon
written notice to Distributor for any of the following reasons:
1. Distributor breaches any material general or performance provision contained
in this Agreement, and fails to cure said breach within thirty (30) days after
written notice to do so. The language in this clause allowing thirty (30) days
to cure a breach shall not apply to the required fee covered in Section Four,
paragraph 10.
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2. Distributor breaches any provision of a non-disclosure agreement or the
non-compete agreement signed in conjunction with this Agreement and attached
hereto as "Exhibit A" and "Exhibit B" respectively.
3. Distributor fails to adhere to the time schedules and make payment in accord
with the provisions of Section 4, Paragraph 10.
4. Distributor's insolvency or bankruptcy.
Within thirty (30) days after termination of this Agreement, Distributor shall
submit the following to Developer:
i. A complete list of all prospective and/or pending sales in which
Distributor was involved prior to the termination;
ii. A complete report on the current status of negotiations involving said
prospective and/or pending sales, including the names of any cooperating
organizations or individuals; and
iii. All proprietary, technical, promotional, training, or marketing
material provided to the Distributor as part of this Agreement.
Provided that Distributor complies with the foregoing termination
responsibilities, in the event that any prospective or pending sale becomes the
subject of a binding and effective sales agreement within six (6) months after
the date the termination becomes effective, and Developer, at its sole
discretion, determines that Distributor was the direct procuring cause of said
sale, Distributor shall be entitled to complete such sale subject to the terms
and conditions previously provided in Section Six.
SECTION EIGHT
THESE TERMS CONSTITUTE THE ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto and
supersedes and cancels all previous agreements and understanding with respect to
the subject matter hereof. Any Amendment hereto shall be in writing referring to
this Agreement and executed by the duly authorized officers of the parties. The
parties acknowledge and agree that neither of them has made any representation
with respect to the subject matter of the Agreement or any representations
including its execution and delivery except those deliberately set forth. Each
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of the parties acknowledges that such party has relied on the party's own
judgment in entering into the agreement.
SECTION NINE
ASSIGNMENT
Neither this Agreement nor any interest in this Agreement may be assigned by
Distributor without the prior written consent and approval of Developer, which
may be withheld by Developer at Developer's sole and absolute discretion.
SECTION TEN
NOTICES
All notices to be given under this Agreement or of a formal nature requiring
prompt action, shall be given in writing and sent by certified mail, return
receipt requested to the address specified in this Agreement unless otherwise
amended. Notice shall be deemed to have been received by proof of shipping, with
proof of receipt, to the listed address provided by either party.
SECTION ELEVEN
ASSIGNMENT OF IMPROVEMENTS AND PATENTS
In the event that any research, development or discovery by Distributor shall
result in a new invention, patent or improvement in the design or operation of
Net Get ("New Development"), Distributor shall grant Developer a non-exclusive
worldwide license, in perpetuity, to said New Development.
SECTION TWELVE
SUBAGENTS/EMPLOYEES
Distributor shall be solely responsible for the hiring, compensation,
termination and all other matters relating to any persons, firms, companies or
corporations employed or engaged by Distributor for any reason whatsoever, and
shall indemnify Developer against any injuries, actions, or proceedings, arising
from the employment or engagement of such persons or business entities.
In addition to the above responsibilities, the Distributor shall not disclose to
any subagent and/or employee, who will assist the Distributor in the marketing
and/or sale of the Developer's product, any information which is subject to the
Non-Disclosure Agreement referred to in Section Seven, Paragraph Two, until such
subagent and/or employee has signed an individual copy of said Non-Disclosure
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Agreement. The Distributor shall, in good faith, locally maintain original
copies of appropriate non-disclosure agreements for its employees and/or
subagents and shall, at the request of Developer from time to time, certify
existence of same.
SECTION THIRTEEN
NON-DISCLOSURE & NON-COMPETITION
The Distributor shall sign and be bound by the terms and conditions contained
within the Developer's Non-Disclosure Agreement and Non-Competition Agreement
that are attached, and made a material part hereof, of this Distributorship
Agreement. The Agreements are hereby identifies as Exhibits "A" and "B"
respectively.
SECTION FOURTEEN
EXERCISE OF RIGHTS AND REMEDIES
Except as otherwise provided herein, no delay of or omission in the exercise of
any right, power or remedy accruing to any party as a result of any breach or
default by any other party under this Agreement shall impair any such right,
power or remedy, nor shall it be construed as a waiver of or acquiescence in any
such breach or default, or of any similar breach or default occurring later; nor
shall any waiver of any single breach or default occurring before or after that
waiver.
SECTION FIFTEEN
CO-DEVELOPMENT
AdZone will co-develop with TJF, a software download system based on its Net Get
system to, which will scour the internet for online copyright infringements.
AdZone and TJF will divide royalty recoveries and any other revenues from the
exploitation of such technology, as follows:
Annual Revenues % to AdZone
--------------- -----------
Up to $1,000,000 25 %
From $1 Mil to $2 Mil 27.5 %
From $2 Mil to $3 Mil 30 %
From$3 Mil to $4 Mil 32.5 %
Over $4 Mil 35 %,
the balance to TJF, TJF to pay all operating expenses. For purposes of this
provision, the term "revenues" shall exclude "costs of goods sold," such as
payments to victims, in the case of detecting and prosecuting claims for online
copyright infringements.
SECTION SIXTEEN
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UNLIMITED SITE LICENSE
AdZone will furnish Distributor with an unlimited site license for its data
compression and storage technology to be delivered in source code format to
Distributor, for compressing, uncompressing and storing large amounts of image
and binary data.
SECTION SEVENTEEN
DATABASE - TERRORIST NETWORKS AND FINANCIERS
AdZone will furnish TJF a database of information that may lead to Terrorist
networks and financiers and other participants in Terrorist activities for the
purpose of prosecuting claims and thus pursuing the assets of financiers and
other participants, to the extent of accessible holdings in and outside of the
US. Senticore will furnish TJF marketing, consulting services and share its
contacts with TJF in the US, Asia and in South America, in pursuit of TJF's
endeavors as above-enumerated. To the extent that AdZone's furnishing of such
information causes revenues, AdZone shall receive 10% of such revenues, which
will be in addition to any other income to be earned pursuant to this Agreement.
To the extent that Senticore's marketing, consulting services and/or contacts
cause revenues, Senticore shall receive 10% of such revenues, which will be in
addition to any other income to be earned pursuant to this Agreement. TJF will
pay all operating expenses.
SECTION EIGHTEEN
INITIAL FEES / MINIMUM ANNUAL FEES TO MAINTAIN EXCLUSIVE DISTRIBUTION RIGHTS
For and in consideration for the exclusive and non-exclusive distribution rights
granted to Distributor, Distributor agrees to pay to the Developer three hundred
thousand dollars ($300,000) by no later than November 30, 2004, Senticore will
pay AdZone $150,000 (the "Senticore Fee"), and TJF will pay AdZone $150,000 (the
"TJF Fee"). In addition, thereafter, Distributor shall, in order to maintain
this Agreement and the exclusivity feature of this Agreement, agree to purchase,
or cause to be purchased, within the Territory Developer's products on the
following schedule as measured using Developer's Standard Distributor Prices:
$500,000 U.S. during the second twelve (12) month period following the
execution of this Agreement.
$750,000 U.S. during the succeeding twelve (12) month period.
$1 million U.S. during the succeeding twelve (12) month period.
Developer and Distributor agree that purchases in any single year shall be
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credited forward to meet the purchasing requirements in any subsequent year.
1. As a marketing fee, AdZone will pay Senticore $150,000 (the "AdZone Fee").
2. For the database of information, in accordance with SECTION SEVENTEEN, TJF
will pay Senticore $100,000 (the "TJF Fee").
SECTION NINETEEN
ANNOUNCEMENTS
The parties agree to separately announce this transaction.
SECTION TWENTY
MISCELLANEOUS
1. Amendment. This agreement constitutes the entire understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, understandings and agreements in regard hereto. This Agreement may
not be amended unless the same is in writing, signed by both parties and is
effected in accordance with this Agreement.
2. Dispute Resolution. In the event there is a dispute between the parties, the
dispute shall be resolved by binding arbitration, the expense of which
(including reasonable attorney's fees) shall be borne by the party against whom,
or against whose position in the dispute, the arbitrator decides. If the parties
cannot agree on the selection of an arbitrator of any such dispute within five
(5) days of the date the dispute arises, an arbitrator shall be appointed by the
American Arbitration Association. The provisions of the Illinois Arbitration Act
shall apply, except that the arbitrator shall grant each party the opportunity
to conduct reasonable discovery.
3. Notices. All notices or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be considered as
properly given, if personally delivered or if mailed by United States
first-class mail, postage prepaid, addressed to such party, addressed as
follows:
a. Senticore, Inc:
Xxx Xxxxx
0000 Xxxxxxxxx Xxxx.,
Xxxxxxxxx, XX 00000
b. AdZone Research, Inc.:
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Xxxxxxx Xxxxxxx
AdZone Research, Inc.
0000 Xxxxxxx Xxxx
Xxx 000
Xxxxxxxxx, XX 00000
c. The Justice Fund:
Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxxxxx
Xxxxxxxxxx XX 00000
Phone:(000) 000-0000; Fax:(000) 000-0000
Any notice or other communication shall be deemed to have been given to, or
received by, the appropriate party as of the date on which it is personally
delivered, or if mailed, on the third business day after the date on which it is
deposited in the United States mail, or if telegraphed, telexed or sent by
private courier service, on the business day after it is transmitted.
4 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois.
5 Omitted.
6 Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which, for all purposes, shall be deemed an original, and
all of which constitute, collectively, one and the same agreement. In addition,
this Agreement may contain more than one counterpart signature pages and may be
executed by affixing of the signature of each of the parties to one of such
counterpart signature pages and all such counterpart signature pages shall be
read as one and shall have the same force and effect as though all the signers
had signed the same signature page. 7 No Waiver. Failure or delay of any party
in exercising any right or remedy under this Agreement, or any other agreement
among them, or otherwise, shall not operate as a waiver thereof. The express
waiver by any party of a breach of any provision of this Agreement by any other
party shall not operate or be construed as a waiver of any subsequent breach by
said party. No waiver will be effective unless and until it is in written form
and signed by the waiving party.
8 Gender and Number. Wherever from the context it appears appropriate, each term
stated in the singular or plural shall include the singular and plural, and
pronouns stated in either the masculine, the feminine or the neuter gender shall
include the masculine, feminine and neuter gender.
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9 Headings. The captions in this Agreement are inserted for convenience of
reference only and shall not affect the construction of this Agreement.
References in this Agreement to any Article, Section, Paragraph, Subparagraph or
Schedule are to the same contained in this Agreement.
10 Validity and Severability. If any provision of this Agreement contravenes any
laws and such contravention would thereby invalidate this Agreement, or to make
a party liable for the obligations of the other, then such provision is declared
to be invalid and subject to severance from the remaining portions of this
Agreement and this Agreement shall be read and construed as though it did not
contain such provision in a manner to give effect to the intention of the
parties to the fullest extent possible.
11 No Third Party Rights. This Agreement and the covenants and agreements
contained herein are solely for the benefit of the parties hereto. No other
person shall be entitled to enforce or make any claims or have any rights
pursuant to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
Senticore, Inc:
/s/ Xxx Xxxxx
-------------
by:Xxx Xxxxx
Its: Chief Executive Officer
AdZone Research, Inc.:
/s/ Xxxxxxx Xxxxxxx
-------------------
by: Xxxxxxx Xxxxxxx
Its: Chief Executive Officer
THE JUSTICE FUND, LTD.
/s/ Xxxxxx X. Xxxxxxxx
----------------------
By: Xxxxxx X. Xxxxxxxx
Its: President
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Exhibit "A"
Non-Disclosure Agreement
This confidentiality agreement ("Agreement") is entered into as of , 2004, by
and between AdZone Research, Inc. ("Disclosing Party"), Senticore, Inc. a
Delaware corporation ("Senticore"), and The Justice Fund ("TJF"), (Senticore and
TJF jointly as the "Receiving Party"), Disclosing Party and Receiving Party
being sometimes referred to in the alternative sense as being a "Party", and in
the collective sense as being the "Parties". In connection with the Receiving
Party's desire to consider or to enter into a transaction, with the Disclosing
Party concerning Net Get ("Transaction"), the Disclosing Party has furnished and
is furnishing certain information to the Receiving Party. The term "Information"
shall mean all information that the Disclosing Party has furnished or is
furnishing to the Receiving Party, whether furnished before or after the date of
this Agreement, whether tangible or intangible, and in whatever form or medium
provided, as well as all information generated by the Receiving Party, or by its
Representatives, as defined below, that contains, reflects, or is derived from
the furnished information.
In consideration of the Disclosing Party's disclosure to it of the following
information, the Receiving Party agrees as follows:
1. Receiving Party will keep the Information confidential, and the Information
will not, without prior written consent of the Disclosing Party, be disclosed by
the Receiving Party, or by its officers, directors, partners, employees,
affiliates, agents, or representatives (collectively, "Representatives"), in any
manner whatsoever, in whole or in part, and shall not be used by the Receiving
Party, or by its Representatives, or used other than in connection with the
Transaction. Moreover, the Receiving Party agrees to transmit the information
only to such or its Representatives who need to know the Information for the
sole purpose of assisting the Receiving Party in evaluating the Transaction, who
are informed of this Agreement, and who in writing agree to be bound by the
terms hereof as if a party hereto. In any event, the Receiving Party shall be
fully liable for any breach of this Agreement by its Representatives and agrees,
at its sole expense, to take all reasonable measures (including, but not limited
to, court proceedings) to restrain its Representatives from prohibited or
unauthorized disclosure or use of the Information. 2. Receiving Party
furthermore agrees that, during the term of this Agreement, neither it, nor any
of its affiliated companies, will, whether solely, or in combination with any
third party, and whether directly or indirectly (including the making of passive
investment):
(a) make any application;
(b) participate in any discussions with a governmental entity; or,
(c) participate in any project;
concerning the Transaction, if the effect of the same would be to compete with
Disclosing Party's efforts with respect to the Transaction.
3. The confidentiality undertakings of Receiving Party set forth in the
preceding paragraph shall not apply to Information which:
(a) was already known to the Receiving Party, as of the date of disclosure
by the Disclosing Party hereunder;
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(b) was already in possession of the public as of the date of the
disclosure by the Disclosing Party, or, subsequent to such disclosure, becomes
available to the public other than through the act or omission of the Receiving
Party;
(c) is acquired independently by the Disclosing Party from a third party
that represents that it has the right to disseminate such information at the
time it is acquired by the Receiving Party; or,
(d) is required to be disclosed by the Receiving Party by a governmental
order, decree, regulation or rule (provided that prior to making such a
disclosure the Receiving Party shall comply with the provisions of the next
following paragraph).
4. In the event that the Receiving Party, or anyone to whom it supplies the
Information, receives a request to disclose all or any part of the Information
under the terms of a subpoena or order issued by a court, or by a governmental
body, the Receiving Party agrees to:
(a) notify the Disclosing Party immediately of the existence, terms, and
circumstances surrounding such request;
(b) consult with the Disclosing Party on the advisability of taking legally
available steps to resist or narrow such request; and,
(c) if disclosure of such Information is required to prevent the Receiving
Party from being held in contempt or subject to other penalty, to furnish only
such portion of the Information as, in the written opinion of counsel
satisfactory to the Disclosing Party, it is legally compelled to disclose and to
exercise its best efforts to obtain an order or other reliable assurance that
confidential treatment will be accorded to the disclosed Information.
5. Without the prior written consent of the Disclosing Party, neither the
Receiving Party, nor its Representatives, shall disclose to any person the fact
that the Receiving Party has received any of the Information, or that
discussions or negotiations are taking place concerning the Transaction,
including the status thereof.
6. The Receiving Party agrees that, at the conclusion of the Transaction, or
within ten (10) business days after the Disclosing Party's request, all copies
of the Information in any form whatsoever (including but not limited to any
drafts of the relevant contracts, reports, memoranda, or other materials
prepared by the Receiving Party, or at its direction) will be delivered by the
Receiving Party, and its Representatives, to the Disclosing Party.
7. Neither the Disclosing Party, nor any of its Representatives, has made or
makes any representation or warranty as to the accuracy or completeness of the
Information. The Receiving Party agrees that neither the Disclosing Party, nor
its Representatives, shall have any liability to the Receiving Party, nor to any
of its Representatives, resulting from the provision or use of the Information.
8. The Receiving Party acknowledges and agrees that, in the event of any breach
of this Agreement, the Disclosing Party would be irreparably and immediately
harmed and could not be made whole by monetary damages. Accordingly, it is
agreed that, in addition to any other remedy to which it may be entitled at law
or in equity, the Disclosing Party shall be entitled to an injunction or
injunctions (without the posting of any bond and without proof of actual
damages) to prevent breaches or threatened breaches of this Agreement and/or to
compel specific performance of this Agreement, and that neither the Receiving
Party, nor its Representatives, will oppose the granting of such relief. The
Receiving Party also agrees to reimburse the Disclosing Party for all costs and
expenses, including attorneys' fees, incurred by the Disclosing Party in
attempting to enforce the obligations of the Receiving Party, or of its
Representatives, hereunder.
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9. No failure or delay by the Disclosing Party in exercising any right, power,
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power, or privilege preclude any other or
further exercise thereof.
10. This Agreement may be modified or waived only by a separate writing executed
by both of the Parties expressly so modifying or waiving such Agreement.
11. If one or more provisions of this Agreement shall be held unenforceable,
invalid, or illegal in any respect, such unenforceability, invalidity, or
illegality shall not affect any other provision of this Agreement, which shall
be construed as if such unenforceable, invalid, or illegal provision had never
been a part hereof.
12. This Agreement shall be governed by and construed in accordance with the
laws of Illinois (including its choice of law rules) applicable to contracts
between residents of Illinois that are to be wholly performed within such state.
Both Parties agree that any action or proceeding arising out of, or related in
any way to this Agreement, shall be brought solely in a court of competent
jurisdiction sitting in Illinois. The Parties hereby irrevocably and
unconditionally consent to the jurisdiction of any such court and hereby
irrevocably and unconditionally waive any defense of an inconvenient forum to
the maintenance of any action or proceeding in any such court, any objection to
venue with respect to any such action or proceeding, and any right of
jurisdiction on account of the place of residence or domicile of any Party
thereto. The Receiving Party hereby irrevocably and unconditionally waives the
right to a jury trial in connection with any claim arising out of or related to
this Agreement, the Information, or the Transaction.
13. This Agreement does not establish a joint venture, partnership, or other
type business entity between the Parties, and in no event shall the Parties
represent to other persons that a joint venture, partnership, or other type of
business entity has been formed. In addition, this Agreement shall not be
construed as authorizing the order or purchase of consultancy, engineering or
construction services or equipment for the Transaction.
14. The Receiving Party will not release any publicity, news releases, reports,
advertising, or technical papers regarding Net Get technology related to or
arising from this Agreement without prior written consent from the Disclosing
Party.
15. This Agreement shall have a term, and the Receiving Party shall observe all
of the above stated undertakings for a period, of five (5) years.
16. This Agreement comprises the full and complete agreement of the Parties
hereto with respect to the disclosure of the confidential Information, and
supercedes and cancels all prior communication, understandings and agreements
between the Parties hereto, whether written or oral, expressed or implied.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
Senticore, Inc:
______________________________
by: __________________________
AdZone Research, Inc.:
16
______________________________
by: __________________________
The Justice Fund:
______________________________
by: __________________________
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Exhibit "B"
NON COMPETITION AGREEMENT
This agreement is made this day of 2004, between AdZone Research, Inc., a
Delaware corporation (hereinafter "Company"), Senticore, Inc., a Delaware
corporation ("Senticore"), and The Justice Fund ("TJF"), (Senticore and TJF
jointly, hereinafter "Distributor").
In consideration of their mutual promises and agreements, Company and
Distributor agree that from the date of this Agreement such Distributor shall
not do any of the following during the period Distributor retains any
relationship with the Company, nor for a period of three (3) years after
Distributor terminates any relationship with the Company:
1. directly or indirectly own, manage, operate, control, be employed by or
participate in the ownership, management, operation or control of, or be
connected in any manner with, any competing business. For purposes of this
Agreement ownership of securities not in excess of one percent (1%) of any class
of securities of a public company shall not be considered to be in competition
with Company;
2. knowingly persuade or attempt to persuade any known potential customer or
known client to which Company has made a presentation, or with which Company has
been having discussions, not to purchase Company products, or to purchase
competing products;
3. solicit for himself or herself or any entity other than Company, a customer
or client of Company;
4. persuade or attempt to persuade any employee of Company, or any individual
who was its employee during the period in which Distributor is or was a
Distributor of Company, to leave Company's employ, or to become employed by any
person other than Company;
5. enter into, be engaged or interested, as a Distributor, officer, agent,
employee or otherwise, in any business or undertaking which may compete in any
manner with that of Company, nor will Distributor render any services to any
person, firm or corporation other than Company, nor give any person, form or
corporation any information concerning the business, products, prices, customers
or affairs of Company; or
6. disclose or use any confidential or secret information relating to Company or
any of its clients and customers. It is the desire and intent of the parties to
this Agreement that the provision of this Agreement shall be enforced to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. If any particular provisions or
portions of this Agreement shall be adjudicated to be invalid or unenforceable,
the Agreement shall be deemed amended to delete therefrom such provision or
portion thereof adjudicated to be invalid or unenforceable, such amendment to
apply only with respect to the operation of such provision or portion in the
particular jurisdiction in which such adjudication is made. The parties
recognize that the market for Net Get is worldwide and that the restrictions of
this Agreement apply throughout the world, and the parties recognize that a
material breach of this agreement by the Distributor will result in financial
harm to the Company exceeding $100,000 (U.S.), and that the performance of the
obligations under this Agreement by each of the Distributors is special, unique
and extraordinary in character, and that in the event of the breach by any such
Distributor of the terms and conditions of this Agreement to be performed,
Company, or any successor entity to Company, shall be entitled, if any of them
so elects, to institute and prosecute proceedings in any court of competent
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jurisdiction, either in law or in equity, to obtain damages for any breach of
this Agreement, or to enforce the specific performance thereof by such
Distributor or to enjoin such Distributor from performing services for any such
person, firm or corporation.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
Senticore, Inc:
______________________________
by: __________________________
AdZone Research, Inc.:
______________________________
by: __________________________
The Justice Fund:
______________________________
by: __________________________
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