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VENTURE AGREEMENT
BETWEEN
XXXXXXX NETWORX INC., a corporation duly incorporated pursuant to the laws
of the Province of Alberta; ("Xxxxxxx")
AND
XXXXX XXXXXXX OPERATING AS NEWTECH EXECUTIVE SEARCH ("DG") (Collectively
referred to as the "Parties")
WHEREAS Xxxxxxx has developed a proprietary web-based application, which
provides the functionality of a career portal or job board ("Job Board") and
which allows employers to electronically match optimal candidates and job
opportunities. In connection with the operation of such Job Board, Xxxxxxx has
established and developed software, websites, and templates for the creation of
candidate profiles and employer job opportunities, business methods,
documentation, trademarks and other intellectual property and confidential
information, all of which are herein defined as ("TalFinder" or the "Software"),
and which performs substantially the functionality exemplified at
xxx.xxxxxxxxx.xxx/xxxx/xxxxxxx;
AND WHEREAS Xxxxxxx is the owner of all rights in and to TalFinder throughout
the world, together with all goodwill connected therewith;
AND WHEREAS Xxxxxxx and DG intend to create a job board to service the defense
technologies sectors ("the Sectors") in the United States of America ("xxx
Xxxxxx") using TalFinder as the underlying technology for such job board the
("DefTech Board") via a newly created corporation "NewCo";
AND WHEREAS the parties have entered into this Agreement for the purpose of
establishing certain rights and obligations relating to their respective roles
for this venture and in order to formalize their relationship with regard to the
establishment and ongoing operation of the DefTech Board.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants contained herein, and other considerations, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
1) OPERATION OF THE DEFTECH BOARD
a) Xxxxxxx and DG will form NewCo, a Delaware corporation which will
own and operate the DefTech Board.
b) DG will own 49.5% of the issued common voting stock of NewCo and
Xxxxxxx will own 50.5% of such issued common voting stock.
c) Xxxxxxx and DG will have equal representation on the Board of
Directors of NewCo.
d) Xxxxxxx and DG will enter into a shareholders' agreement with
regards to NewCo, which will establish the rights and duties of the
Parties and the operation of NewCo. Such shareholders' agreement
will include and address the following:
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i) The dissolution of Newco.
ii) Sale of NewCo.
iii) Sale by either party of their share interest in NewCo.
iv) Distribution of after tax profits. It is the intention of the
Parties to distribute such after tax profits not immediately
required for the operations of NewCo, to each of the Parties
in proportion to their ownership of common voting stock of
NewCo.
v) Future financing requirements.
vi) Setting strategic goals and budgets for NewCo.
vii) Establishing officers of NewCo. It is the intention of the
Parties that the role of CEO of NewCo will be held by Xxxxx
Xxxxxxx.
2) RESPONSIBILITIES OF XXXXXXX
a) Xxxxxxx will license TalFinder to NewCo, to enable NewCo to operate
the DefTech Board in the Region for the Sector No license fees will
be payable by NewCo.
b) Under such License Agreement, Xxxxxxx will:
i) Provide NewCo with all user and instruction manuals developed
by Xxxxxxx for the TalFinder application.
ii) Provide hosting facilities for the DefTech Board, with a tier
one hosting facility. A tier one hosting facility would
include AT&T and WorldCom.
iii) Provide all online help and customer service requirements
until such time that the operation of the DefTech Board
generates sufficient revenues to support such online help and
customer service requirements.
iv) Provide and implement all initial design elements required to
adapt TalFinder to reflect NewCo's brand and to incorporate
the name and positioning of the DefTech Board.
v) Provide sales kits and user training materials.
vi) Ensure that the DefTech Board is registered and/or posted on
relevant Internet directories, search engines, and similar
Internet marketing opportunities.
vii) Assist in direct sales and presentations to potential employer
users.
viii) Assist in developing alliances and partnerships with industry
specific associations, universities, colleges media companies
and such similar organizations.
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3) RESPONSIBILITIES OF DG
a) Manage the day-to-day activities of the DefTech Board.
b) Assist in direct sales and presentations to potential employer
users.
c) Assist in developing alliances and partnerships with industry
specific associations, universities, colleges media companies and
such similar organizations.
d) Develop the pool of potential candidates for the DefTech Board.
4) INFORMATION AND DATA
a) All URL's, Job Board names, brand names, copyright, trademarks and
other intellectual property developed by NewCo in the operation of
TalFinder will remain the exclusive property of NewCo which will
retain all rights, title and interest to such URL's, names and
property.
b) All information and data making up the role or job templates within
TalFinder is the exclusive property of Xxxxxxx and will not be
reproduced or otherwise modified other than as required for the
normal operations of TalFinder as contemplated under this agreement.
c) All data entered into TalFinder by candidates, employers or other
users of TalFinder will be the exclusive property of NewCo and will
not be reproduced or used by Xxxxxxx for any purposes other than as
envisaged for the normal operation of TalFinder.
5) UPGRADES/INTERIM MAINTENANCE RELEASES Xxxxxxx shall provide to NewCo at no
further cost, access to any and all upgrades, modifications or interim
maintenance release versions of TalFinder. Any such upgrades,
modifications or interim maintenance release versions of TalFinder, to
which NewCo is provided access, shall be subject to the terms, conditions
and obligations of this Agreement.
6) SEVERABILITY All sections, terms and provisions of this Agreement are
severable and the unenforceability or invalidity of any of these parts of
this Agreement shall not affect the validity or enforceability of any
other part of this Agreement. If any court of competent jurisdiction
determines that any provision in this Agreement is invalid or
unenforceable, it is the intention of the parties that the court either
partially enforces such provision to the extent enforceable or modifies
such provision so as to render it valid or enforceable.
7) NOTICES
All required notices, or notices which may be provided in accordance with
this Agreement, shall be in writing and shall be duly provided for if the
notice is remitted to its addresees by courier, registered mail or
facsimile, to the address below:
In the case of Xxxxxxx:
Xxxxxxx Networx Inc.
000 Xxxxxxxx Xxxxxx Xxxxx Xxxx
Xxxxx 000 Xxxxxxxxx, Xxxxxxx X0X 0X0
XXXXXX
Attention: Xxxxx Xxxxxxxxx
Fax: 000 000 0000
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In the case of DG:
Xxxxx Xxxxxxx
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
8) ASSIGNMENT
This Agreement shall enure to the benefit of and be binding upon the
successors and permitted assigns of the Parties. Neither party shall
assign or transfer this Agreement in whole or in part without the prior
written consent of the other party, except that with written notice to
Licensee, Licensor shall have the right to assign or transfer this
Agreement to a company which Licensor controls, is controlled by, or is
under the common control with.
9) FORCE MAJEURE
Neither Party shall be liable for any delay or failure in the performance
of any part of this Agreement if such delay or failure arises from any
cause beyond the Party's reasonable control, including, but not limited
to; fires, strikes, insurrections, riots, embargoes, shortages in
supplies, delays in transportation, or requirements of any governmental
authority. The obligations under this Agreement shall be suspended to the
extent made necessary by such event of force majeure, provided that the
Party whose performance fails or is delayed shall give immediate notice to
the other Party of the event of force majeure and provided that the
disabling effect of such event of force majeure shall be eliminated as
soon as reasonably possible.
10) INDEMNIFICATION
Each Party hereby indemnifies and holds harmless the other Party, its
partners, directors, officers, employees, agents and assignees from and
against any liability for any claims arising out of the performance or
non-performance by the indemnifying Party of its duties or the exercise of
its rights pursuant to this Agreement. This indemnity shall continue in
effect notwithstanding the expiry or termination of this Agreement.
11) GOVERNING LAW
This Agreement shall be interpreted under and governed by the laws of the
Province of Ontario and the applicable federal laws of Canada, without
reference to any conflicts of laws principles. The parties hereby attorn
to the non-exclusive jurisdiction of the Ontario Courts.
This Agreement made as of this ___________ day of February 2003
Signed:
XXXXXXX NETWORX INC. XXXXX XXXXXXX.
/s/ /s/
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