1
EXHIBIT 6
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), made and entered into as of the 16th
day of August, 2000, (the "Effective Date"), by and among ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Corp.,
a Florida corporation, and its wholly-owned subsidiaries Xceedx Technologies
Inc. and Welcome To Search Engine Inc., corporations organized under the laws
of the province of British Columbia, Canada (the "Licensors"), ▇▇▇ Enterprises,
Incorporated, a Delaware corporation (the "Licensee") and Fort ▇▇▇▇ Escrow
Services, Inc. ("Escrow Agent").
RECITALS
A. Licensors and Licensee are parties to a certain Loan and Security
Agreement, dated August 16, 2000, (together with any and all amendments now or
hereafter made thereto, hereinafter called the "Loan Agreement"), which provides
for (1) Licensee from time to time to extend credit to or for the account of
Licensors and (2) the grant by Property therein, Licensors and Licensees are
also parties to a certain Collateral License Agreement dated August 16, 2000,
referred to herein as the "Collateral License Agreement", which grants Licensee
certain rights in respect of the Collateral.
B. Licensee has required the execution of this Escrow Agreement as a condition
of advancing loans to Licensors under the Loan Agreement.
C. Escrow Agent is willing to accept the Escrow required herein on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to the following:
TERMS AND CONDITIONS
SECTION 1
DEFINITIONS
1.1 INCORPORATION OF LOAN AGREEMENT. The Loan Agreement and their terms and
provisions thereof are hereby Incorporated herein in their entirety by this
reference. Terms used herein that are not defined in this Agreement shall have
the meanings ascribed to them in the Loan Agreement.
1.2 SOURCE CODE. "Source Code" refers to humanly readable computer programming
code for the Collateral as defined in the Loan Agreement.
1.3 DEPOSIT; DEPOSITED MATERIALS. The Deposit (also sometimes referred to as
the "Deposited Materials") shall consist of a copy of current version of the
Source Code, and shall include all Updates delivered to the Escrow Agent from
time to time pursuant to this Agreement, plus any pertinent commentary or
explanation that may be necessary to render the Source Code understandable and
useable by a trained computer-programming expert. The Source Code shall include
system documentation, statements of principles of operation, and schematics, all
as necessary or useful for the effective understanding and use of the Source
Code, Insofar as the "development environment" employed by Licensors for the
development, maintenance, and implementation of the Source Code includes any
device programming, or documentation not commercially available to the Licensee
on reasonable terms through readily known sources other than the Licensors, the
Source Code shall include all such devices, programming, or documentation. The
foregoing reference to such "development environment" is intended to apply to
any programs, including compilers, "workbenches," tools, and higher-level (or
"proprietary") languages, used by the Licensors for the development,
maintenance, and implementation of the source code corresponding to the
collateral. Finally, a listing of commercially available compilers, workbenches,
tools and higher-level languages used by Licensors for the development,
maintenance and implementation of the source code corresponding to the
Collateral shall also comprise part of the Deposit.
1.4 UPDATES. An Update is a copy of the current Source Code version of each
modification or revision to the Collateral that (a) corrects errors, problems,
or defects caused by or resulting from an incorrect functioning of the
Collateral, (b) supports new releases of the Collateral made available generally
to licensees of Licensors, or (c) provides other updates or corrections.
2
SECTION 2
REPRESENTATIONS AND WARRANTIES OF LICENSORS
2.1 RIGHT TO DEPOSIT. Licensors represent and warrant that they, collectively
or individually, have the right to make the Deposit with the Escrow Agent.
2.2 COLLATERAL CORRESPONDS WITH SOURCE CODE. Licensors represent and warrant
that the Source Code deposited with the Escrow Agent will at all times be the
source code version of the current release of the Collateral.
2.3 USABILITY OF SOURCE CODE. Licensors represent and warrant that the Source
Code is and shall be understandable and useable by a trained computer-
programming contractor. Licensors further represent and warrant that the
Collateral does not involve any proprietary languages or programming components
that such a contractor could not reasonably be expected to understand, except to
the extent the Deposit contains sufficient commentary to enable such contractor
to understand and use such languages or components. Licensors further represent
and warrant that the Source Code incudes all of the devices, programming, and
documentation necessary for the maintenance of the Collateral by the Licensee
upon release of the Source Code pursuant to this Agreement, except for devices,
programming, and documentation commercially available to the Licensee on
reasonable terms through readily known sources other then the Licensors.
SECTION 3
PURPOSE OF AGREEMENT; DEPOSITS
3.1 PURPOSE OF DEPOSITS. The Deposited Materials are intended to provide
assurance to Licensee of access to, and right of use thereof, if Licensors
cause, suffer or permit an Event of Default as defined in the Loan Agreement.
Escrow Agent shall release the materials placed on Deposit in escrow pursuant
to this Agreement only in accordance with the terms of this Agreement.
3.2 INITIAL DEPOSIT. Escrow Agent agrees to accept from Licensors, and
Licensors agree to deliver the Deposit to Escrow Agent within ten (10) days of
the Effective Date. Escrow Agent shall hold the Deposit in accordance with the
terms hereof.
3.3 SUBSEQUENT ADDITIONS. Escrow Agent agrees to accept updates from Licensors
as part of the Deposit, and Licensors agree to deposit the same within ten (10)
days after each Update is made generally available.
3.4 RECEIPTS. Escrow Agent will issue a receipt to Licensors for all material
deposited with Escrow Agent, accompanied by a general list or description of
the materials so deposited. In the event that an Update or series of Updates
supersede a prior version of the Collateral in its entirety, Licensors may
require Escrow Agent to return or destroy the materials on deposit
representing such prior version of the Collateral by so notifying the Escrow
Agent and all Licensee in writing, provided that any such action on the part of
the Escrow Agent may not commence until at least one (1) year after the
delivery of the Source Code for all Updates that so supersede the prior version
of the Collateral.
3.5 NOTIFICATION OF DEPOSITS. Simultaneous with the delivery to Escrow Agent of
the Deposit or any Update, as the case may be, Licensors shall deliver to
Escrow Agent a written statement specifically identifying all items deposited
and stating that the Deposit or any Update, as the case may be, so deposited
has been inspected by Licensors and is complete and accurate. Escrow Agent
shall, within ten (10) business days of receipt of any Deposit or Update, send
notification to Licensors and Licensee that it has received from Licensors such
materials.
3.6 CARE REQUIRED OF ESCROW AGENT. Escrow Agent shall exercise reasonable care
to protect and safeguard all Deposited Materials delivered pursuant to this
Agreement and shall segregate and label such materials according to the date of
delivery and any other identifying information supplied by Licensors.
3.7 VERIFICATION AND TESTING. Licensee may appoint either (a) an independent
firm of certified public accountants of national reputation (which shall
certify for the benefit of Licensors that it does not, and does not intend to,
conduct business in competition with Licensors) or (b) an independent,
professional computer-programming consultant mutually agreeable to Licensors
and Licensee, to inspect, compile, test, and review the Deposit (subject to
appropriate undertakings of confidentiality and restrictions on subsequent use
or disclosure) at any time, and Escrow Agent shall permit such inspections and
testing promptly upon request. Except as otherwise authorized by Licensors
(which authorization will no be unreasonably withheld), such inspections and
testing shall be conducted at the principal offices of the Escrow Agent.
3
3.8 ESCROW AGENT'S VERIFICATION SERVICES. Upon receipt of a written request
from Licensee, Escrow Agent and Licensee may enter into a separate agreement
pursuant to which Escrow Agent will agree, upon certain terms and conditions,
to inspect the Deposited Materials for the purpose of verifying their
relevance, completeness, currency, accuracy and functionality ("Technical
Verification Agreement"). Upon written request from Licensors, Escrow Agent
will issue to Licensors a copy of any written technical verification report
rendered in connection with such engagement. If Escrow Agent and Licensee enter
into such Technical Verification Agreement, Licensors shall reasonably
cooperate with Escrow Agent by providing its facilities, computer systems, and
technical and support personnel for technical verification whenever reasonably
necessary. If requested by Licensee, Licensors shall permit one employee of
Licensee to be present at Licensor's facility during any such verification
of the Deposit Materials.
3.9 DUPLICATION OF DEPOSITED MATERIALS. Escrow Agent may duplicate the
Deposited Materials by any means in order to comply with the terms and
provisions of this Agreement, provided that Licensee shall bear the expense of
duplication. Alternatively, Fort ▇▇▇▇, by notice to Licensors, may reasonably
require Licensors to promptly duplicate the Deposited Materials.
SECTION 4
RELEASE
4.1 RELEASE AT DIRECTION OF LICENSORS. Escrow Agent shall release the
Deposited Materials to Licensee in the event Licensors or any of them notify
Escrow Agent to effect delivery of the Deposited Materials to Licensee at a
specific address, the notification being accompanied by a check payable to
Escrow Agent in the amount of one hundred dollars ($100.00). Such delivery
shall be made within five (5) business days after receipt of the notification
and check specified herein.
4.2 RELEASE UPON OCCURRENCE OF AN EVENT OF DEFAULT. If Licensors or any of
them suffer an Event of Default at any time or for any reason, Licensee may
notify Escrow Agent of such occurrence (the "Occurrence") in writing and demand
release of the Deposited Materials to Licensee, such notice to be accompanied
by the following: (a) reliable evidence of such Occurrence; (b) evidence
satisfactory to Escrow Agent that Licensee has previously notified Licensors of
such Occurrence in writing; (c) specific instructions for delivery of the
Deposited Material to the Licensee; and, (d) a check payable to Escrow Agent in
the amount of one hundred dollars ($100.00).
4.2.1 OBJECTION PERIOD. Escrow Agent shall, within five (5) business
days after receipt of such notification, send to Licensors a
photostatic copy of such notice and accompanying documentation by and
form of mail or delivery which results in a receipt for delivery or
attempted delivery. Licensors shall have thirty (30) days from the
first date on which delivery of such notice is attempted or
accomplished ("Objection Period") to notify Escrow Agent of its
objection ("Objection Notice") to the release of the Deposited
Materials to Licensee and to request that the issue of Licensee's
entitlement to a copy of the Deposited Materials be submitted to
arbitration in accordance with the provisions of Paragraph 4.3.
4.2.2 LAPSE OF OBJECTION PERIOD. If, at the end of the Objection
Period, Escrow Agent has not received an Objection Notice from
Licensors, then Escrow Agent shall promptly deliver the Deposited
Materials to Licensee in accordance with the Licensee's instructions
upon payment of Escrow Agent's then outstanding fees.
4.3 ARBITRATION.
4.3.1 PROCEDURE FOR ARBITRATION. If Licensors shall send an
Objection Notice to Escrow Agent during the Objection Period, the
matter shall be submitted to, and settled by arbitration by, a panel of
three (3) arbitrators chosen by the Atlanta Regional Office of the
American Arbitration Association in accordance with the rules of the
American Arbitration Association; provided, however, that
notwithstanding anything in such rules to the contrary, the arbitration
panel shall convene hearing on the Objection to release not later than
thirty days from the date upon which such objection is received by the
Escrow Agent and shall be limited in duration to one (1) day for the
presentation of each side's evidence. Post-hearing briefs on the
evidence shall not be permitted and the arbitrators shall render their
decision within fifteen (days) following conclusion of the hearing. At
least one (1) arbitrator shall be reasonably familiar with the computer
software industry. The decision of the arbitrators shall be binding and
conclusive on all parties involved, and judgment upon their decision
may be entered in a court of competent jurisdiction at the request of
either party. All costs of the arbitration incurred by Escrow Agent,
including reasonable attorneys' fees and costs, shall be paid by the
party which does not prevail in the arbitration; provided, however, if
the arbitration is settled prior to a decision by the arbitrators, the
Licensors and Licensee shall each pay 50% of all such costs.
4.3.2 ABANDONMENT OF OBJECTION. Licensors may, at any time prior to
the commencement of arbitration proceedings, notify Escrow Agent that
Licensors have withdrawn the Objection Notice. Upon receipt of any
4
such notice from Licensors, Escrow Agent shall reasonably promptly
deliver the Deposit Materials to Licensee in accordance with Licensee's
instructions.
4.4 EFFECT OF BANKRUPTCY UNDER U.S. LAW. In the event that Licensors or their
representatives reject or terminate the Collateral License Agreement or this
Agreement in breach of the provisions thereof or hereof, including as
contemplated under Section 365 of the United Bankruptcy Code, it is
acknowledged that this Agreement contemplates the manner in which Licensee may
retain its rights in the Collateral, including associated Intellectual
Property, if Licensee chooses to do so in accordance with Section 365(n) of the
Bankruptcy Code. This Agreement serves as a contract supplementary to the
Collateral License Agreement and any other license agreement by or among the
parties or any two of them, which relates to the Collateral. It is the parties'
intent that the rights Licensee shall be entitled to retain shall be of the
scope provided in the Collateral License Agreement in all items delivered or
required to be delivered under this Agreement. Further, such rights shall be
subject to no restriction following an election by Licensors to reject or
terminate the Collateral License Agreement or this Agreement. Such rights shall
be exclusive and either renewable or perpetual to the extent so provided under
the Collateral License Agreement.
SECTION 5
FEES AND PAYMENTS
5.1 ESCROW FEES. Licensors and Licensee shall pay to Escrow Agent the
applicable fees in accordance with Exhibit A as compensation for Escrow Agent's
services under this Agreement. The first year's fees are due upon receipt of
the signed contract or Deposit Materials, whichever comes first, and shall be
paid in U.S. Dollars.
5.2 PAYMENT. Escrow Agent shall issue an invoice to Licensee following
execution of this Agreement ("Initial Invoice"), on the commencement of any
Additional Term hereunder, and in connection with the performance of any
additional services hereunder. Payment is due upon receipt of invoice. All fees
and charges are exclusive of, and Licensee is responsible for the payment of,
all sales, use and like taxes. Escrow Agent shall have no obligations under
this Agreement until the Initial Invoice has been paid in full by Licensee.
5.3 NONPAYMENT. In the event of non-payment of any fees or charges invoiced by
Escrow Agent, Escrow Agent shall give notice of non-payment of any fee due and
payable hereunder to the Licensee and, in such an event, the Licensee shall have
the right to pay the unpaid fee within ten (10) days after receipt of notice
from Escrow Agent. If Licensee fails to pay in full all fees due during such
ten (10) day period, Escrow Agent shall give notice of non-payment of any fee
due and payable hereunder to Licensors and, in such event, Licensors shall have
the right to pay the unpaid fee within ten (10) days of receipt of such notice
from Escrow Agent. Upon payment of the unpaid fee by either the Licensors or
Licensee, as the case may be, this Agreement shall continue in full force and
effect until the end of the applicable term. Failure to pay the unpaid fee
under this paragraph by both Licensors and Licensee shall result in termination
of this Agreement.
SECTION 6
LIMITATION UPON OBLIGATION OF ESCROW AGENT
6.1 LIMITED DUTY OF INQUIRY. Escrow Agent shall not be required to inquire
into the truth of any statements or representations contained in any notices,
certificates, or other documents required or permitted hereunder, and it may
assume that the signatures on any such documents are genuine, that the persons
signing on behalf of any party thereto are duly authorized to issue such
document, and that all actions necessary to render any such documents binding
on any party thereto have been duly undertaken. Without limiting the foregoing,
Escrow Agent may in its discretion require from Licensors or Licensee
additional documents which it deems to be necessary or appropriate to aid it in
the course of performing its obligations hereunder.
6.2 RIGHT TO INTERPLEADER. In the event Escrow Agent receives conflicting
demands from Licensors and Licensee respecting the release of the Deposited
Material to Licensee hereunder, Escrow Agent may, in its sole discretion, file
an Interpleader action with respect thereto in any court of competent
jurisdiction and deposit the Source Code with the clerk of the court or
withhold release of the Source Code until instructed otherwise by court order.
Provided, however, that Escrow Agent may not file interpleader in connection
with any matter submitted to arbitration after Escrow Agent's receipt of an
Objection Notice from Licensors and the parties under this Agreement submit the
matter to such arbitration as described in Section 4 of this Agreement. Any and
all costs incurred by Escrow Agent in connection with an interpleader action,
including reasonable attorneys' fees and costs, shall be borne 50% by each of
Licensors and Licensee.
6.3 RELEASE AND INDEMNIFICATION OF ESCROW AGENT. Licensors severally, and
Licensee do hereby (a) release, and agree to indemnify and hold harmless,
Escrow Agent from and against any and all liability for losses, damages, and
expenses (including attorneys' fees) that may be incurred by it on account of
any action taken by Escrow Agent in good
5
faith pursuant to this Agreement, and (b) agree to defend and indemnify Escrow
Agent from and against any and all claims, demands, or actions arising out of or
resulting from any action taken by Escrow Agent in good faith pursuant to this
Agreement.
6.4 LIMITATION OF LIABILITY. Except for gross negligence or willful
misconduct, Escrow Agent shall not be liable to Licensors or to Licensee for
any act or omission by Escrow Agent in connection with this Agreement. Any
liability of Escrow Agent regardless of the cause shall be limited to $500,000.
In no event will Escrow Agent be liable for special, indirect, incidental or
consequential damages or costs (including legal fees and expenses) arising
under this Agreement, even if Escrow Agent has been advised of the possibility
of such damages or costs.
6.5 NATURAL DEGENERATION; UPDATED VERSION. The parties acknowledge that as a
result of the passage of time alone, the Deposited Materials are susceptible to
loss of quality ("Natural Degeneration"). It is further acknowledged that
Escrow Agent shall have no liability or responsibility to any person or entity
for any Natural Degeneration. For the purpose of reducing the risk of Natural
Degeneration, Licensors shall deliver to Escrow Agent a new copy of the
Deposit Materials at least once every three years.
SECTION 7
INDEPENDENT CONTRACTOR STATUS
Nothing herein shall be construed to create a partnership, joint venture, or
agency relationship between or among the parties hereto. Without limiting the
generality of the foregoing, Escrow Agent is an independent contractor, and is
not an employee or agent of either the Licensors or Licensee.
SECTION 8
TERM OF AGREEMENT
8.1 TERM. The term of this Agreement shall commence on the Effective Date
hereof and shall continue from year to year until this Agreement is terminated
hereunder.
8.2 TERMINATION. This Agreement shall terminate:
8.2.1 BY CONSENT. By mutual consent of Licensors and all Licensee at
any time;
8.2.2 BY ESCROW AGENT. By Escrow Agent at any time, provided that
Escrow Agent has given Licensors and Licensee notice to that effect in
writing at least ninety (90) days before the contemplated date of
termination, whereupon Licensors shall diligently attempt to identify
an independent successor Escrow Agent, reasonably acceptable to all
Licensee, who is agreeable to assuming all further obligations of
Escrow Agent hereunder;
8.2.3 AUTOMATICALLY. In the event that the Deposited Material is
released to Licensee in accordance with the terms of this Agreement; or
thirty (30) days after Licensors or Licensee issue to all other parties
hereto a written certificate averring that Licensors severally are no
longer subject to any Obligation under the Loan Agreement; provided
that such termination shall not occur on such basis if Licensee
disputes any such certificate submitted by Licensors by sending
Licensors and Escrow Agent notice to that effect in writing within such
period.
8.3 EFFECT OF TERMINATION. Upon termination of this Agreement the Deposited
Materials shall be delivered to Licensors, except that in the event of
termination at the instance solely of the Escrow Agent, such copies shall be
delivered to the successor Escrow Agent.
SECTION 9
MISCELLANEOUS
9.1 COMPLIANCE WITH LAWS. The parties hereto agree that they shall comply with
all applicable laws and regulations of governmental bodies or agencies in their
respective performance of their obligations under this Agreement.
9.2 CONFIDENTIALITY. Escrow Agent will hold and release the Deposited Materials
only in accordance with the terms and conditions hereof, and will maintain the
confidentiality of the Deposited Materials.
9.3 NO UNDISCLOSED AGENCY; NO ASSIGNMENT. Each party represents that it is
acting on it own behalf and is not acting as an agent for or on behalf of any
third party; and further agrees that it may not assign its rights or obligations
6
under this Agreement without the prior written consent of the other parties
hereto (except that an assignment by any Licensee of such rights requires only
the consent of Licensors, and an assignment by Licensors requires only the
consent of all Licensee).
9.4 NOTICES. All notices, requests, demands or other communications required or
permitted to be given or made under this Agreement shall be in writing and shall
be delivered by hand or by commercial overnight delivery service which provides
for evidence or receipt, for mailed by certified mail, return receipt requested,
postage prepaid. If delivered personally or by commercial overnight delivery
service, the date on which the notice, request, instruction or document is
delivered shall be the date on which delivery is deemed to be made, and if
delivered by mail, the date on which such notice, request, instruction or
document is received shall be the date on which delivery is deemed to be made.
Any party may change its address for the purpose of this Agreement by notice in
writing to the other parties as provided herein.
9.5 GOVERNING LAW. All questions concerning the validity, operation,
interpretation, and construction of this Agreement shall be governed by and
determined in accordance with the laws of the State of Georgia.
9.6 NO WAIVER. No party shall, by mere lapse of time, without giving notice or
taking other action hereunder, be deemed to have waived any breach by the other
party(ies) of any of the provisions of this Agreement. Further, the waiver by
any party of any particular breach of this Agreement by any other party shall
not be construed to constitute a continuing waiver of such breach or of any
other breaches of the same or other provisions of this Agreement.
9.7 PARTIAL INVALIDITY. If any provision of this Agreement is held illegal,
unenforceable, or in conflict with any law of any federal, state, or local
government having jurisdiction over this Agreement, the validity of the
remaining provisions hereof shall not be affected thereby.
9.8 COMPLETE STATEMENT OF AGREEMENT. The parties hereto acknowledge that each
has read this Agreement, understands it, and agrees to be bound by its terms.
The parties further agree that this Agreement is the complete and exclusive
statement of their agreement with respect to the subject matter hereof, and
supersedes all oral or written proposals, understandings, representations,
warranties, covenants, and communications between the parties relating hereto.
This Agreement is intended by the parties to constitute an agreement completely
independent of any other agreement between or among any combination of the
parties hereto, whether or not any such other agreement involves the Licensed
Program, except to the limited extent necessary to define the scope of Support
Services for purposes of this Agreement. The continuing, contingent, or future
rights or obligation of any party under any other agreement whatsoever shall not
be regarded as necessary or implied consideration for the execution, validity,
or performance of this Agreement.
9.9 MULTIPLE COUNTERPARTS. This Agreement may be signed in one or more
counterparts each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Agreement.
9.10 REMEDIES. The description of the possible occurrences that would
constitute an Event of Default, and the consequences thereof, shall create no
presumption that Licensors may or should be permitted to reject or terminate the
Collateral License Agreement under applicable law. The parties agree that such a
rejection or termination would be highly prejudicial to Licensee's interests,
and enforcement of the Agreement will not provide a complete or adequate remedy
for the harm to Licensee's interests.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as set forth below.
ESCROW AGENT: LICENSEE:
ESCROW SERVICES, INC. ▇▇▇ Enterprises, Incorporated
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- ------------------------------
By: By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- Title: Vice President - Finance
Title: 400 ▇▇▇▇▇▇ Building
-------------------- ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇
Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Welcome To Search Engine Inc.
LICENSORS: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇.▇▇▇ Corp. -----------------------------
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- -------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President
Title: President and CEO ----------------------
▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Xceedx Technologies Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Title: President
--------------------------
7
EXHIBIT A
FEE SCHEDULE
FEES TO BE PAID BY LICENSEE SHALL BE AS FOLLOWS:
Initialization fee (one time only) $ 850
($765 for current clients)
Annual maintenance/storage fee
Includes two Deposit Material updates $1000
includes one cubic foot of storage space
if Licensors is outside North America - $1100/Product
ADDITIONAL SERVICES AVAILABLE:
Additional Updates $ 150/Product
(above two per year)
Additional Storage Space $ 150/Cubic foot
Due Only Upon Licensee's or Licensor's
Request for Release of Deposit Materials $ 100/Product per Licensee for
initial 2 hrs. and $50/hour for
each additional hour
Escrow Agent benefits its clients by offering extended services including:
software testing & verification, media conversion, document capture &
retrieval, image processing, high-speed laser printing, data conversion,
information software and IT consultancy.
Fees due in full, in US dollars, upon receipt of signed contract or
deposit material, whichever comes first. Thereafter, fees shall be
subject to their current pricing, provided that such prices shall not
increase by more than 10% per year. The renewal date for this Agreement
will occur on the anniversary of the first invoice. If other currency
acceptance is necessary, please contact your Account Manager to make
arrangements.
8
EXHIBIT B
B1. PRODUCT NAME: XpressWorks SpecialSections
Version #: 1.1
Prepared and Confirmed by:
-----------------------------------------------------
Title: Date:
---------------------------------------------- --------------------
Signature:
---------------------------------------------------------------------
Type of deposit: X Initial Deposit
---
Update Deposit to replace current deposits
---
Other (please describe)
--- ----------------------------------
Items Deposited:
Quantity Media Type Description of Material
A)
--------- ---------- -------------------------------------------
B)
--------- ---------- -------------------------------------------
C)
--------- ---------- -------------------------------------------
(please copy page as necessary)
[APPENDIX A]
