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EXHIBIT 10.01
MASTER AGREEMENT
This Master Agreement (the "Agreement") is made and entered into as of
this 18th day of February, 2000 (the "Effective Date"), by and between Summus,
Ltd., a Delaware corporation ("Summus"), and High Speed Net Solutions, Inc., a
Florida corporation ("HSNS"):
1. Summus and HSNS have previously entered into a Marketing
License Agreement ("MLA") dated in February of 1999 and
certain Related Agreements. "Related Agreements" means
agreements between Summus and HSNS related to or incorporated
by the MLA and agreements based on either Summus' or HSNS's
rights and obligations under the MLA, including, but not
limited to, the Letter Agreement incorporated by the MLA and
any agreements relating to or arising from opportunities to
sell or license products or services to Samsung.
2. The MLA contemplated that HSNS will act as a reseller of
Summus products. The parties have concluded that it would be
to their mutual benefit, instead, for HSNS to primarily use
Summus products and services to conduct a service bureau
business and for HSNS and Summus to share revenues derived
from each party's business activity with Summus' products. As
a service bureau, HSNS will not act as a reseller of Summus'
products.
3. In order to enable the proposed service bureau business of
HSNS and proposed revenue sharing between the parties, Summus
and HSNS hereby agree to enter into the Software License
Agreement, Software Maintenance Agreement, and Revenue Sharing
Agreement attached to this Agreement as Exhibits A, B, and C
respectively (collectively, the "New Agreements"). Terms not
otherwise defined herein shall have the meanings specified in
the New Agreements.
4. Upon execution of the New Agreements, the MLA and the Related
Agreements shall terminate and have no further force or
effect. Neither party shall have any obligation of further
performance under the MLA or the Related Agreements.
5. "License Fee Credit" - shall mean the amount of One Million
Dollars ($1,000,000) as a one-time credit granted Customer by
Licensor in recognition of payments made under the MLA. The
License Fee Credit shall be applied against license fees due
under the Software License Agreement.
6. "Revenue Based Fee Credit" - shall mean the amount of One
Million Dollars ($1,000,000) as a one-time credit granted the
Customer by Licensor in recognition of payments made under the
MLA. The Revenue Based Fee Credit shall be applied against
Revenue Based Fee payments due from Customer to Licensor under
the Software License Agreement.
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7. "Annual Maintenance Fee Credit" - shall mean the amount of One
Hundred Fifty Thousand Dollars ($150,000) as a one-time credit
granted to the Customer by Licensor in recognition of payments
made under the MLA. The Annual Maintenance Fee Credit may be
applied against payments due from Customer to Licensor under
the Software Maintenance Agreement.
8. "Customer Credit" - shall mean any amounts to be paid to the
Customer by the Licensor as a result of the Revenue Sharing
Agreement, Exhibit C, in excess of amounts to be paid to the
Licensor by the Customer as a result of the Revenue Fee in the
Software License Agreement, Exhibit A. Such Customer Credit
may be used at the discretion of the Customer to pay any
charges due to Licensor in connection with the New Agreements.
9. Any portion of the Customer Credit that is not credited
against payments due to Licensor shall be available to
Customer to be applied against purchase of other products
and/or services of Licensor. In the event that the Software
License Agreement is terminated by Customer for material
failure of Licensor to deliver (including the cure period of
60 days) the products as described in Exhibit A.1, the License
Fee Credit, Revenue Based Fee Credit, and Annual Maintenance
Fee Credit shall increase by 1.5% per month for up to twelve
(12) months or until such time as Customer selects other
products and/or services of Licensor to be paid through the
application of the Credit, whichever occurs first. Customer
and Licensor shall cooperate to select such other products or
services of Licensor promptly in order to apply the credits
without undue delay, but Customer shall not be required to
apply the credits against products and/or services that are
not needed or useful in Customer's business.
10. Licensor will provide to Customer additional resource support
through provision of ancillary services, in an approximate
fair market value of Two Hundred Fifty Thousand Dollars
($250,000). The ancillary services may consist of, at the
discretion of Licensor, cash payments, credits against charges
due for services under the New Agreements, computer hardware,
third party software licenses, or other services requested by
Customer. Licensor shall provide the ancillary services
reasonably requested by Customer in prompt commercial fashion.
The total value of all ancillary services provided, whether
delivered in cash, services, or products, shall be deemed to
be an advance amount to be offset by payments due Customer
from Licensor under the Revenue Sharing Agreement and shall be
accounted for without interest or any other charges
whatsoever. To the extent any Customer Credit amounts are
available, Customer may at its sole discretion apply such
amounts to reduce the ancillary service advance amount total.
11. This Agreement shall be construed and enforced in accordance
with the laws of the State of North Carolina, but without
giving effect to its laws or rules relating to conflicts of
laws. In the event of any dispute or controversy arising under
or in connection with this Agreement or any New Agreement, the
dispute resolution procedures set forth in Exhibit A shall be
followed
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12. Any dispute or controversy arising under or in connection with
this Agreement shall be settled in Wake County, North
Carolina. The parties hereby generally submit to the in
personam jurisdiction of the Superior Court of the State of
North Carolina and the Federal District Court for the Eastern
District of North Carolina located in Wake County.
13. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. This Agreement and the New Agreements contain the full
understanding of the parties and supersede all prior or
contemporaneous agreements and understandings, written or
oral, between the parties with respect to the subject matter
of this Agreement; and there are no representations,
warranties, agreements or understandings other than those
expressly contained herein. No alteration, modification,
variation or waiver of this Agreement, or any of the
provisions hereof shall be effective unless executed by both
parties in writing.
SUMMUS, LTD. HIGH SPEED NET SOLUTIONS, INC.
By: /s/ Xx. Xxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxx
(Signature) (Signature)
Date: March 13, 2000 Date: February 18, 2000
Name: Xx. Xxxxx Xxxxxxx Name: Xxxxxx X. Xxx
Title: CEO Title: Acting President and
CEO, Executive Vice
President
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EXHIBIT A
SOFTWARE LICENSE AGREEMENT
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EXHIBIT B
SOFTWARE MAINTENANCE AGREEMENT
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EXHIBIT C
REVENUE SHARING AGREEMENT
