EXHIBIT 10.12
Executed Sweden February 25, 2000
FINANCIAL WEBSITE AGREEMENT
BETWEEN
SCANDINAVIA ONLINE AB
AND
XXXXXXXXXXXXXXXXXX.XXX, INC.
FINANCIAL WEBSITE AGREEMENT SWEDEN
Executed Sweden February 25, 2000
1. DEFINITIONS..........................................................................................4
2. SUPPLY AND PROMOTION OF CONTENT AND FINANCIAL TRANSACTIONAL SERVICES TO THE SOLS PORTAL..............9
3. GRANT OF LICENCES...................................................................................12
4. PAYMENT OF PRICE....................................................................................13
5. SALE AND SPONSORSHIP OF ADVERTISING RIGHTS..........................................................15
6. ADVERTISING REVENUE DISTRIBUTION....................................................................15
7. OWNERSHIP...........................................................................................16
8. EXCLUSIVITY.........................................................................................16
9. WARRANTIES..........................................................................................18
10. GLBN'S RESPONSIBILITY FOR THE CONTENT...............................................................19
11. REVIEW PROCESS......................................................................................19
12. TERM AND TERMINATION................................................................................19
13. EXTENSION OF TERM...................................................................................20
14. CONSEQUENCES OF TERMINATION.........................................................................20
15. LIMITATIONS OF LIABILITY............................................................................21
16. CONFIDENTIALITY.....................................................................................22
17. NOTICES.............................................................................................24
18. ASSIGNMENT AND CHANGE OF CONTROL....................................................................24
19. FORCE MAJEURE.......................................................................................24
20. GENERAL.............................................................................................25
21. DISPUTE RESOLUTION..................................................................................26
22. LAW AND JURISDICTION................................................................................26
23. CONDITIONS TO CLOSING...............................................................................27
FINANCIAL WEBSITE AGREEMENT - SWEDEN 2
Executed Sweden February 25, 2000
LIST OF SCHEDULES
A: CO-BRANDING PROFILE
B: CONTENT
C: EXCLUSIONS LISTS
D: GROUP DEFINITION
E: WORDING ACCORDING TO DATA PROTECTING ACT
F: SOLS TRAFFIC INFORMATION
G: TRADE MARKS, SERVICE MARKS AND LOGOS
H: FINANCIAL TRANSACTIONAL SERVICES
I: ROLL OUT PLAN
J: NUMERICAL EXAMPLES
FINANCIAL WEBSITE AGREEMENT - SWEDEN 3
Executed Sweden February 25, 2000
THIS FINANCIAL WEBSITE AGREEMENT ("Agreement") is made the ... Day of February
2000.
BETWEEN:
(1) SCANDINAVIA ONLINE AB, Registration no. 556551-9989,whose principal
place of business is at 00 Xxxxxxxxxx xxx, 00 Xxxxxxxxx, Xxxxxx
("SOLS");
(2) XXXXXXXXXXXXXXXXXX.XXX, INC. whose principal place of business is at
0000 Xxxx Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx. 00000
("GLBN").
WHEREAS:
(A) SOLS owns and operates a portal in Sweden and wishes to provide, inter
alia, Content and Financial Transactional Services to end-users.
(B) GLBN owns, has the rights to, and/or may create certain Content and
Financial Transactional Services which SOLS wishes to make available to
its end users via the SOLS Portal in the respective countries.
(C) GLBN has agreed to develop Finance Channels and provide Content and
Financial Transactional Services to the SOLS Portal in accordance with
the terms set forth in this Agreement.
(D) It is within the contemplation of GLBN and SOLS that GLBN shall provide
the Content and Financial Transactional Services to the Finance Channel
presented on the SOLS Portal consistent with the Co-Branding Profile,
and otherwise in accordance with the terms set forth in this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement, including the Schedules, the following words and
phrases shall have the following meanings:
"ADVERTISING REVENUE" 25% of the aggregate amounts arising from
the sale or licence of any Advertising
Rights, net of any applicable Allowed
Deductibles;
"ADVERTISING RIGHTS" the advertising, promotional,
sponsorship, investor relations or similar
rights sold or licensed with respect to
Finance Channel pages in or accessible
through the SOLS Portal, but not to include
Financial Transactional Services;
"AGREEMENT" this Agreement and all Schedules;
FINANCIAL WEBSITE AGREEMENT - SWEDEN 4
Executed Sweden February 25, 2000
"ALLOWED DEDUCTIBLES" Value Added Tax, advertising
agency discounts or commissions, the direct
costs of delivering any advertising,
promotions, sponsorships or e-commerce
links;
"BANNER ADVERTISEMENT" a graphical element positioned on a web
page, purchased by an advertiser;
"CHANNEL" the online means to access, via one click of
the mouse, an area or sub-area of SOLS
Portal dedicated to a particular theme or
topic, which is effected by a click-through
icon located on, but not only limited to,
the SOLS Portal' Global Navigation Bar;
"CLOSING DATE" The date when the Agreement is signed
and upon which the Parties agree that this
Agreement shall be binding on the Parties
"CO-BRANDING PROFILE" as further described in Schedule
"A", except that the name of the Finance
Channel and the URL stated in Schedule A are
for illustration purposes only;
"CONTENT" investment information including delayed
share prices of traded shares, available
from the Stock Exchanges in each country
included in the Agreement (in addition to
investment information from other
countries), delayed portfolio monitoring,
analysts commentary, research, financial
news and views and share charts, and any
additional information approved by SOLS, to
be provided on the Finance Channel on the
SOLS Portals by GLBN, as detailed in
Schedule "B";
"CPM" the advertising rate per thousand
advertisements shown ;
"EFFECTIVE DATE" the date hereof;
"EXCLUSION LIST" the list set out in Schedule "C", prepared
by GLBN and SOLS each individually for the
non-circumvention of proprietary
relationships;
"EXCLUSIVITY" as fully defined in Clause 8;
FINANCIAL WEBSITE AGREEMENT - SWEDEN 5
Executed Sweden February 25, 2000
"FINANCE CHANNEL" a GLBN developed and owned site provided to
the SOLS Portal under this Agreement, which
is accessible by one click from the SOLS
Portal home pages through the SOLS Portal
Global Navigation Bar, as detailed in
Schedule "A", and one or more clicks from
other SOLS pages, which contain a collection
of vertically inter-related web pages all
recognised by having relevance to the same
context of Content and Financial
Transactional Services;
"FINANCIAL TRANSACTIONAL revenue generated through a range of
REVENUE" prospective Financial Transactional Services
contemplated in this Agreement, but not
arising under Advertising Revenue;
"FINANCIAL TRANSACTIONAL a range of varied financial services
SERVICES" developed by GLBN (possibly in cooperation
with third parties) contemplated for
development under this Agreement including,
but not limited to, on-line share trading
and online insurance services in order to
generate Financial Transactional Revenue as
further defined in Clause 2.4, see Schedule
H;
"GLBN BRAND FEATURES" all trademarks, service marks, logos and
other distinctive brand features of GLBN, or
which are licensed to GLBN for its use, that
are used in connection with or relate to the
Content and Financial Transactional Services
and the brand names chosen by GLBN for it's
Finance Channels, including (without
limitation) the trademarks, service marks
and logos described in Schedule G;
"GROUP" shall have the meaning as in the Norwegian
Company Act of 1997 ss. 1-3 (Attached as
Schedule "D") as applied to the Parties from
time to time;
"INTELLECTUAL PROPERTY all copyright and other intellectual
RIGHTS" property rights, howsoever arising and in
whatever media, whether or not registered,
including (without limitation) patents,
trademarks, service marks, trade names,
registered design and any applications for
the protection or
FINANCIAL WEBSITE AGREEMENT - SWEDEN 6
Executed Sweden February 25, 2000
registration of these rights and all
renewals and extensions thereof throughout
the world, strategies, business plans and
marketing plans;
"INTERNET" the collection of computer networks commonly
known as the Internet;
"LAUNCH DATE" The launch of the Finance Channel on
the SOLS Portal, which will take place on
the 1st July 2000, unless the Agreement
between SOLS and Avanza delays the launch,
see Clause 8.4. The launch will in no case
be later than 1st October 2000.
"LAUNCH DATE AVERAGE" For every two days that the
Launch Date is delayed beyond the 1st of
July 2000, the Launch Date Average will
extend from 1st July 2000 with one day.
"LINKS" online means which points directly to a web
page on the internet which accesses a
Channel, an area, or a sub-area of the
Internet;
"LOCK-UP PERIOD" shall mean the period where any transfer,
sale or distribution or pledging as security
of the Common Shares is prohibited;
"PARTIES" the Parties to this Agreement - GLBN and
SOLS;
"PIGGY-BACK AWARENESS any and all SOLS
CAMPAIGNS" advertising and marketing programs in
relation to Finance on the SOLS Portal, in
which promotion of the Finance Channels
should be included;
"PRICE" the sums payable by GLBN in accordance with
Clause 4;
"RECORDS" all books and records maintained by the
Parties relating to revenue pursuant to
Clause 6;
"RENEWAL TERM" the period of two years following the end of
the Term;
"REVIEW DATE 1" the date 14 full calendar months from the
Launch Date Average
FINANCIAL WEBSITE AGREEMENT - SWEDEN 7
Executed Sweden February 25, 2000
"REVIEW DATE 2" the date 20 full calendar months from the
Launch Date Average
"SOLS BRAND FEATURES" all trademarks, service marks, logos and
other distinctive brand features of SOLS
that are used in connection with or relate
to the SOLS Portal and the Content and
Financial Transactional Services, including
(without limitation) the trademarks, service
marks, and logos described in Schedule G;
"SOLS PORTALS" the website(s) owned and operated by SOLS in
Sweden which is located at:
XXXX://XXX.XXXXXXXX.XX;
or any other domain addresses, URLs, or such
additional websites, which may replace or
co-exist with the SOLS Portals, where the
nature thereof is substantially similar to
the SOLS Portals or such site that may be
substantially used by the existing SOLS user
base;
"TERM" the period of 24 months from the Launch Date
Average.
"TERMINATED/TERMINATION" the unanticipated end of the Agreement , due
to default or material breach under Clause
12.2, by SOLS or GLBN. Notwithstanding the
foregoing, a Termination cannot be invoked
Launch Date under any circumstances;
"TRAFFIC" page views, unique users, user sessions on
the SOLS Portal, or any page views, unique
users , user sessions directed to the
Finance Channel on the SOLS Portal, measured
by branch standards in Sweden;
"URL" a uniform resource locator;
"WWW" the World Wide Web, a system for accessing
and viewing text, graphics, sound and other
media via the Internet.
1.2 References to Clauses and Schedules in this Agreement are to Clauses of
and Schedules to this Agreement.
FINANCIAL WEBSITE AGREEMENT - SWEDEN 8
Executed Sweden February 25, 2000
1.3 The headings to the Clauses of this Agreement are for ease of reference
only and shall not affect the interpretation or construction thereof.
1.4 Reference to any statute or statutory provision includes a reference to
that statute or statutory provision as from time to time amended,
extended or re-enacted.
1.5 Words importing the singular shall include the plural and vice versa,
words importing any gender shall include all other genders, words
importing persons shall include bodies corporate, unincorporated
associations and partnerships and vice versa.
1.6 References to the whole shall include the part and vice versa.
2. SUPPLY AND PROMOTION OF CONTENT AND FINANCIAL TRANSACTIONAL SERVICES TO
THE SOLS PORTAL
2.1 GLBN shall supply and be responsible for the Content, which shall be
co-branded with SOLS in accordance with the Co-Branding Profile. The
Content described in Schedule B shall be supplied by GLBN for use in
the Finance Channel on the SOLS Portal in accordance with this
Agreement, with effect from Launch Date. The Content shall include
SOLS's Global Navigation Bar and search facilities as further described
in Schedule "A". GLBN shall keep the Content regularly updated (as
described in Schedule "B") so that the Content at all times during the
Term and the Renewal Term is at a competitive level with other finance
content providers in Sweden.
2.1.1 It is contemplated in this Agreement that upon introduction of
the prospective Finance Channel, as described herein or which
may be developed prospectively, that the supply of Content and
service by GLBN to SOLS shall be co-branded in accordance with
the then current Co-Branding Profile, as described in Schedule
"A", with effect from the Launch Date. In relation to
Financial Transactional Services the Parties will aim to
co-brand in accordance with Co-Branding Profile subject to
both regulatory and third party approval.
2.2 GLBN shall be solely responsible for developing the Content, creating
and operating the Finance Channel and for procuring all regulatory
approvals necessary to make the Finance Channel available through the
SOLS Portal. GLBN shall advise SOLS in advance of any regulatory
approvals, licences or authorisations required by SOLS to make the
Content and Financial Transactional Services available through the SOLS
Portal. SOLS will assist GLBN to the extent that this is required by
GLBN.
2.3 GLBN will not be entitled to supply it's Content to third parties who
are competitors of the SOLS Portal in Sweden. GLBN will be able to
supply up to 30% of it's Content on a syndicated basis to third parties
that are not competitors to the SOLS Portal in Sweden subject to the
joint approval of the Parties.
2.4 This Agreement does not address online share trading, or online
brokering or any revenues generated from Financial Transactional
Services. However, it is
FINANCIAL WEBSITE AGREEMENT - SWEDEN 9
Executed Sweden February 25, 2000
contemplated by GLBN that Financial Transactional Services shall be
developed and adapted for the Finance Channel arising under this
Agreement as soon as possible after the Launch Date, subject to
regulatory approval. See Schedule H for a list of Financial
Transactional Services which GLBN shall launch on the Finance Channel
within 14 months of the Launch Date Average, subject to regulatory
approval.
2.4.1 In order for the Financial Transactional Services to be
developed and then made available on any Finance Channel on
the SOLS Portal contemplated under this Agreement, certain
business relationships shall be necessary, and may take the
form of partnerships or joint ventures with GLBN.
2.4.2 If and when Financial Transactional Services are made
available on the Finance Channel on the SOLS Portal, SOLS
shall be entitled to Financial Transactional Revenues (in an
amount to be determined) received by the Finance Channel on
the SOLS Portal, and generated by Traffic on the SOLS Portal ,
but subject to Clause 2.4.3.
2.4.3 SOLS shall be extended an opportunity to participate in an
equity position in business relationships in order to develop
Financial Transactional Services which are made available on
the Finance Channel on the SOLS Portals, as is contemplated in
Clause 2.4.1, on a pari passu basis, provided that SOLS
accepts a proposed agreement between GLBN and third party(ies)
within 10 business days of it being presented to SOLS. Such
participation shall supersede entitlement under Clause 2.4.2,
in such cases. SOLS shall not be extended an opportunity to
participate in the equity of any equity business relationships
between GLBN and any third-party existing prior to the
Effective Date, and in such a case, SOLS shall be entitled to
Financial Transactional Revenues. For the avoidance of doubt,
GLBN cannot use an existing Financial Transactional Service
business which already exists to bring online share trading
and online insurance services to Norway, Denmark or Sweden.
2.4.4 Any agreement between the Parties addressing Financial
Transactional Services and Financial Transactional Revenues
(if not otherwise specified in Clause 4.2, below), shall be
subject to negotiations subsequent to this Agreement, and any
such agreement may appear as an addendum to this Agreement.
2.4.5 Should GLBN be unable to develop the Financial Transactional
Services outlined in Schedule H within the time period
outlined in Schedule H, and this is not due to delay on the
part of SOLS nor regulatory approval, SOLS shall be entitled
to develop such the Financial Transactional Services, alone or
with a third party, so long as such Financial Transactional
Service is made available to SOLS' customers through the
Finance Channel. Web site real estate adequate for and
comparable to the space allocated to similar Financial
Transactional Services shall be available for such service on
the Finance Channel on terms equal to the going market rate
for such web site real estate.
FINANCIAL WEBSITE AGREEMENT - SWEDEN 10
Executed Sweden February 25, 2000
SOLS will collect the advertising revenue on such real estate,
keep the Advertising Revenue, the agency commission agreed in
Clause 6.1, and pay the balance to GLBN as described in Clause
6. Alternatively the Parties may agree that GLBN shall receive
a financial transactional service revenue.
2.5 During the Term and any Renewal Term, GLBN will provide such ongoing
assistance to SOLS in respect of technical, administrative and
service-oriented issues relating to the use and transmission of the
Content to the SOLS Portal, as SOLS may reasonably request..
2.6 SOLS shall promote the Finance Channel on the SOLS Portal by placing
buttons to the Finance Channel on the SOLS Portal Global Navigation Bar
above the fold and will promote the Finance Channel, no less frequently
and no less prominently than any other Channel available through the
SOLS Portal Global Navigation Bar. Access to the Finance Channel on the
SOLS Portal from the SOLS Portal Global Navigation Bar shall be
navigated directly via one click of the mouse from the SOLS Portal home
page and via one or more clicks of the mouse from any other SOLS Portal
page. For the avoidance of doubt, SOLS shall provide a permanent Link
from any dedicated 'money', 'finance', 'investment', or similarly
titled SOLS Portal Channel (currently on the SOLS Portal, or if and
when developed) to the Finance Channel.
2.7 SOLS shall use reasonable endeavours to develop Links from other
ISP/Portals, web sites, channels, URL's, other Internet Services,
Wireless Application Protocol and television , or services in order to
generate and direct Traffic to the Finance Channel on the SOLS Portal.
SOLS shall be responsible for marketing the Finance Channel on the SOLS
Portal in order to generate maximum Traffic to the Finance Channel on
the SOLS Portal.
2.8 SOLS shall use reasonable endeavours to continue to build its
subscriber base and Traffic to SOLS Portal and to drive Traffic to the
Finance Channel on the SOLS Portal.
2.9 If provided by the end user, GLBN shall provide SOLS on a daily basis
with the following customer information from the Finance Channel on the
SOLS Portal (subject to the Data Protection Act):
2.9.1 Name, address, e-mail address, age, sex, whether or not the
customer has a portfolio of shares registered on the Finance
Channels on the SOLS Portals, telephone and mobile telephone
numbers.
2.10 GLBN shall, as a minimum, implement the wording, contained in Schedule
"E", on the page(s) where customers are required to register for
certain types of information on the Finance Channel on the SOLS Portal
to ensure the transfer of the customer data mentioned in Section 2.9.1
in compliance with the data protection legislation of Sweden.
2.11 GLBN shall provide SOLS with traffic reports related to Traffic on the
Finance Channel on the SOLS Portal. The transmission shall take place
via a FTP to the
FINANCIAL WEBSITE AGREEMENT - SWEDEN 11
Executed Sweden February 25, 2000
SOLS servers, every night between 2 and 5 am local time. However,
Traffic from third-party sources (for example "Stock Point") shall be
provided weekly. GLBN will use reasonable endeavours to get such third
parties to provide such Traffic more frequently. GLBN shall bear the
cost of establishing the necessary transmission protocols and
equipment. SOLS shall provide GLBN with aggregate level traffic reports
related to Traffic on the SOLS Portal weekly or quarterly as is
received by SOLS.
2.12 SOLS shall have the right to add the Traffic figures from the Finance
Channel on the SOLS Portal to the SOLS total Traffic information.
3. GRANT OF LICENCES
3.1 Subject to the terms and conditions of this Agreement, SOLS hereby
grants to GLBN:
3.1.1 an exclusive (as defined in clause 8), royalty-free,
fully-paid licence to use, display the Finance Channel on the
SOLS Portal homepage and the global navigation bar, and to
promote, cross-promote, market, and advertise the Finance
Channel in other areas within the SOLS Portal as agreed from
time to time;
3.1.2 an exclusive (as defined in clause 8), royalty-free,
fully-paid licence to use, reproduce and display the GLBN
Brand Features on the Finance Channel on SOLS Portal and in
other areas within the SOLS Portal, which are used to drive
Traffic to the Finance Channel on the SOLS Portal, in
connection with (i) the presentation of the Content and
Financial Transactional Services within the SOLS Portal, and
(ii) the marketing and promotion of the Finance Channel within
the SOLS Portal via the WWW, in accordance with the terms of
this Agreement;
3.1.3 to the extent possible, a royalty-free, fully-paid licence to
use, reproduce and display relevant parts of the Finance
Channel (as determined by GLBN) over the SOLS Wireless
Application Protocol Portal ("SOLS WAP Portal") when developed
and launched. GLBN shall cover its own cost for implementing
and managing the necessary technology for this service.
3.2 The licence contained in Clause 3.1 is subject to:
3.2.1 the GLBN Brand Features being included in the Finance Channel
with proper proprietary notices appearing in the Finance
Channel and in all uses of GLBN Branded Features; and
3.2.2 no changes being made to the Finance Channel design format as
outlined in Schedule A without the prior written approval of
both Parties. However , the SOLS Portal will be redesigned
from time to time, and in the case of such redesigning a
meeting will take place between SOLS and GLBN to agree on the
new design for the Finance Channel, and the art directors from
both companies will have the power to approve such new
designs. The new design
FINANCIAL WEBSITE AGREEMENT - SWEDEN 12
Executed Sweden February 25, 2000
should reflect the same way of co-branding as in the previous
version, and SOLS Portals look and feel from time to time.
Further, the brand name of "Passagen Ekonomi" and the brand
name which GLBN chooses for the Finance Channel shall always
take up the same amount of space as in Schedule A, and shall
have similar relative positions as in Schedule A. The new
design will replace Schedule A effective from the date of such
approval.
3.3 GLBN shall have the Finance Channel ready for launch on the SOLS Portal
as soon as possible, but no later than 3 business days prior to the 1st
July 2000, unless the Launch Date is delayed due to the Avanza
agreement, see Clause 8.4, in which case the Finance Channel shall be
ready to launch no later than 3 business days prior to the termination
of the Avanza agreement, which shall be no later than 1st October
2000.. SOLS shall launch the Finance Channel on the SOLS Portal no
later than three days from GLBN informing them that it is ready for
launch on the SOLS Portal. For services on the SOLS WAP Portal, GLBN
shall have the option of starting operations at the latest, 60-days
after launch of the SOLS WAP Portal, provided that SOLS must give GLBN
60-days notice prior to the launch of the SOLS WAP Portal.
3.4 Subject to the terms and conditions of this Agreement, SOLS hereby
grants to GLBN, a royalty-free, fully-paid licence to use, reproduce
and display the SOLS Brand Features in connection with the presentation
of the Finance Channel on the SOLS Portal.
3.5 Subject to the terms of this Agreement, all other rights with respect
to the Finance Channel and any reproductions or derivative works of it,
whether now existing or which may come into existence after the
Effective Date which are not expressly granted to SOLS under this
Agreement, including but not limited to print publication, electronic
publication in all media and in all formats other than those addressed
in this Agreement, and video, movie and audio rights, are reserved to
GLBN.
4. PAYMENT OF PRICE
4.1 In consideration for the Exclusivity for the Term granted to GLBN in
providing and operating the Finance Channels on the SOLS Portal as
contemplated under this Agreement, GLBN agrees to pay the Price to SOLS
as follows:
4.1.1 GLBN shall pay a cash contribution of US $ 1,350,000 (one
million three hundred and fifty thousand dollars) to SOLS;
4.1.2 GLBN shall pay by allocation of Common Shares in GLBN, such
Common Shares currently traded on the nasdaq NMS under the
symbol GLBN. GLBN shall issue new Common Shares to SOLS in an
amount equal to US $ 2,025,000 (two million and twenty five
thousand dollars). Such Common Shares shall be priced at the
average of closing price for the five business days
immediately prior to the signing of the Heads of Agreement
dated January 19th
FINANCIAL WEBSITE AGREEMENT - SWEDEN 13
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2000, such average closing price being US $28.225. SOLS shall
receive 71,745 Common Shares in GLBN.
4.1.3 The Price shall be paid according to the following schedule:
At Closing: US $ 2,025,000by allocation of 71,745 Common
Shares
At Review Date 1: If the Agreement is continued for
another 6 months (see Clause 11) US $ 810,000 will be
paid in cash to an account as specified by SOLS.
At Review Date 2: If the Agreement is continued until
the end of the Term, (see Clause 11) a cash
contribution of US $ 540,000 will be paid to an
account as specified by SOLS.
4.2 In relation to Financial Transactional Services, which shall appear on
the Finance Channel on the SOLS Portal subject to regulatory approval,
SOLS shall be entitled to invest in Financial Transactional Services on
the following basis:
4.2.1 GLBN shall use reasonable endeavours to develop Financial
Transactional Services for Scandinavia (Norway, Sweden and
Denmark) for all Finance Channels, including the Finance
Channel on the SOLS Portal. SOLS shall be entitled to
participate pari passu with GLBN to 45% of the 88% awarded the
SOL Group of half of the equity shares not subscribed to by
third parties that are not traffic partners (such as World
Online), see Schedule J for examples.
4.2.2 GLBN shall use reasonable endeavours to develop Financial
Transactional Services for all Finance Channels, which may or
may not include one or more of the Finance Channels on the
SOLS Portals. In all these instances, SOLS shall be entitled
to participate pari passu with GLBN to a portion of half of
the shares not subscribed to by third parties that are not
traffic partners, equal to the proportionate unique visitor
numbers they provide in relation to the total unique visitor
numbers (as measured and/or audited by the same independent
third party) provided by the traffic partners on whose portals
the service is made available.
4.3 In the event that SOLS decides not to invest as an equity shareholder
in Financial Transactional Services, SOLS shall be entitled to a
revenue share to be agreed at that time. In such an event, SOLS's
choice is mutually exclusive as to clause 4.2, above (for the avoidance
of doubt, SOLS cannot be an equity investor, and, additionally, receive
revenues from Financial Transactional Services).
4.4 Subject to the joint agreement of the Parties, this Agreement may be
renewed for the Renewal Term on similar terms and conditions as under
this Agreement.
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4.5 LOCK UP AGREEMENT
The Common Shares contributed as payment in accordance with Clause 4 of
this Agreement shall be subject to a Lock-up period in accordance with
the following conditions;
a) 25% of the Common Shares distributed to SOLS, shall be subject
to a Lock-up period of 9-months following the Closing Date of
this Agreement; and
b) 25% of the Common Shares distributed to each of SOLS, shall be
subject to a Lock-up period 1-year following the Closing Date
of this Agreement; and
c) 25% of the Common Shares distributed to each of SOLS, shall be
subject to a Lock-up period of 18-months following the Closing
Date of this Agreement; and
d) 25% of the Common Shares distributed to each of SOLS, shall be
subject to a Lock-up period of 24-months following the Closing
Date of this Agreement.
5. SALE AND SPONSORSHIP OF ADVERTISING RIGHTS
5.1 SOLS shall have a right for sale and sponsorship of Advertising Rights
for the Finance Channel on the SOLS Portal under this Agreement. CPM
for advertisements shall not be under 90 % of the average CPM of the
SOLS Portal in the respective countries, or the average CPM of the
advertising agencies.
5.2 GLBN agrees that SOLS may, at no additional cost, place one button (of
no more than 130x20 or 130x50 pixels in size) in the right hand column
on each page of the Content for the promotion of its SOLS Portal
subject to GLBN choice of placement.
6. ADVERTISING REVENUE DISTRIBUTION
6.1 For advertisements sold by SOLS, the agency commission will be 30% or
as agreed from time to time between the Parties. SOLS shall determine
the advertising revenue received each quarter at the end of such
quarter and pay/account for the relevant sums in accordance with this
Clause 6. SOLS shall retain the Advertising Revenue, if received by
SOLS, and the balance shall be paid to GLBN within seven (7) days of
such quarter.
6.2 In the event GLBN, or it's appointed advertising agency, shall generate
certain advertising revenue controlled by this Agreement, then GLBN
shall pay the Advertising Revenue to SOLS within 7 days after the end
of the quarter in which such advertising revenue is received by GLBN,
together with a report, signed by an officer of GLBN, confirming the
amount of advertising revenue received.
6.3 Each Party shall at its cost (except as provided below) have the right
during normal working hours and upon 10 working days' written notice to
the other Party to examine or audit the other Party's books or records
relating to the revenue in order to verify the amounts due to that
Party. Each Party shall provide reasonable assistance to the other
FINANCIAL WEBSITE AGREEMENT - SWEDEN 15
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Party, in relation to any such audit. If any such audit reveals an
underpayment of the amounts due to that Party, the other Party shall
within 14 working days pay to that Party the amount of such
underpayment and, if the audit reveals an underpayment of more than 15%
of the amounts due to that Party, reimburse that Party the reasonable
costs of such audit.
6.4 All sums payable hereunder are exclusive of any taxes which is (if
applicable) payable in addition at the rate and in the manner
prescribed by law from time to time.
7. OWNERSHIP
7.1 SOLS acknowledges and agrees that GLBN owns all Intellectual Property
Rights in the Finance Channels, including the URLs of the Finance
Channels, and the GLBN Brand Features or GLBNs URLs. Nothing in this
Agreement shall confer in SOLS any right of ownership in the Content or
the GLBN Brand Features or GLBN's URLs and SOLS shall not now or in the
future contest the validity of the GLBN Brand Features or GLBNs URLs,
or GLBN's rights in or to the Finance Channels or GLBN's Brand Features
or GLBNs URLs.
7.2 GLBN acknowledges and agrees that SOLS own all Intellectual Property
Rights in the SOLS Brand Features or SOLS URLs. Nothing in this
Agreement shall confer in GLBN any right of ownership in the SOLS Brand
Features or SOLS URLs and GLBN shall not now or in the future contest
the validity of the SOLS Brand Features or SOLS URLs, or SOLS rights in
the SOLS Brand Features or SOLS URLs.
7.3 At the discontinuation of the Agreement, either at Review Date 1 or 2,
or at Termination or at the end of the Term or the end of Renewal Term,
GLBN will change the colours and the design on the GLBN finance
channel, so as not to keep the look and feel of the SOLS Portal at that
time. GLBN acknowledges that SOLS may wish to copy the layout of the
Finance Channel in any new arrangement that is made.
8. EXCLUSIVITY
8.1 SOLS shall not, during the Term or any Renewal Term, except as provided
for in Clause 2.4.5 above and/or in Clauses 8.2 or 8.3 below, provide
or enter into an agreement with any third-party, or otherwise develop
content and/or financial transactional services similar to the Content
and Financial Transactional Services provided by, and intended to be
provided by, GLBN on the Finance Channel on the SOLS Portal. The
Exclusivity of GLBN shall be limited to the Finance Channel on the SOLS
Portal, and in addition GLBN shall be the only provider of such Content
and or Financial Transactional Services on the SOLS Portal, so long as
GLBN complies with Schedule H. For the avoidance of doubt, GLBN shall
be the sole provider of finance channels, or sub finance channels, and
of content similar to Content or financial services transactions
similar to Financial Transactional Services on the SOLS Portal during
the Term and any Renewal Term of this Agreement.
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Executed Sweden February 25, 2000
8.2 For the avoidance of doubt, the Exclusivity granted to GLBN does not
restrict SOLS's right to publish content, news, tools and features of a
financial nature, so long as the publishing of such information is
presented as a sub-service and/or add-on feature on other Channels
within the SOLS Portals, and, so long as the publishing of applications
are presented in a context of substantially non-financial nature. Such
Channels or applications may be: "Breaking News", "Computers and
Science", "Health", "Travel", "Gaming", "My SOLS" "My Bank"
(personalised content), the search engines "Kvasir" and "Evreka"
(containing financial directories and URL's). SOLS is not restricted
from providing SOLS credit card, SOL loyalty card or program, everyday
consumer banking such as day to day payment and looking at account
balances, SOLS debit card, SOLS current account, or other SOLS payment
mechanism on the SOLS Portal.
8.3 Subject to Clause 8.4 below, SOLS shall have the right to maintain all
existing agreements with all, pre-Agreement, financial content
providers, provided that such financial content is published and
integrated into Financial Channel under GLBN's guidance. Upon
expiration of such agreements, GLBN shall have sole discretion
regarding renewal of such agreements, or may choose to provide such
additional content.
8.4 GLBN acknowledges that SOLS has an existing agreement with the stock
broker Avanza. The agreement expires the 30th September 2000, and
unless the Parties reaches an agreement with Avanza, GLBN will not be
able to launch the Finance Channel before this expiration date. GLBN,
SOLS and Avanza will negotiate in order to reach an agreement under
which Avanza customers may continue for a period of time to access
their Avanza share portfolios through the Finance Channel. If no
agreement is reached, SOLS may request that GLBN allow Avanza customers
to access their share portfolio through the Finance Channel for a
period of time, provided that Avanza pay for the advertising space on
market terms.
8.5 The SOL Group may at any time develop new digital products, services or
platforms, new websites, SOL Group Portals or services ("New SOL Group
IT") during the Term of the Agreement. GLBN shall be entitled to a
Penalty to the extent that such New SOL Group IT diverts Traffic from
the SOLS Portal based on http protocol, as measured by the reduction
from the unique user Traffic information provided in Schedule F, in as
much as this is caused by such New SOL Group IT according to a separate
study performed by an independent source. The Penalty shall equal a
portion of the consideration equal to the remainder of the prepaid
period in proportion to the traffic lost, plus 10%.
8.6 When SOLS, or another company in the SOL Group, should initiate a
majority owned portal operation in Finland, GLBN shall have the same
rights of Exclusivity to provide a Finance Channel to the SOL Finland
Portal as governed by this Agreement. No additional consideration shall
be due from GLBN, or GLBN Group company, for such rights.
FINANCIAL WEBSITE AGREEMENT - SWEDEN 17
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9. WARRANTIES
9.1 Each Party to this Agreement represents and warrants to the other Party
that:
9.1.1 it has the full corporate right, power and authority to enter
into this Agreement and to perform its obligations hereunder;
9.1.2 the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties
hereunder, do not and will not violate any agreement to which
such Party is a Party or by which it is otherwise bound; and
9.1.3 when executed and delivered by such Party, this Agreement will
constitute the legal, valid and binding obligation of such
Party, enforceable against such Party in accordance with its
terms.
9.2 GLBN represents and warrants to SOLS that:
9.2.1 it has sufficient rights in the Content to be published on the
Finance Channel in accordance with the terms of this
Agreement; and
9.2.2 it has, and will continue to maintain, all regulatory
licences, registrations and authorities required to deliver
the Content and operate the Finance Channel through the SOLS
Portal;
9.2.3 to the extent that the information is on the GLBN webserver(s)
under GLBN's control, that the Financial Channel on the SOLS
Portal shall be up and accessible 99.5% of the time from the
Launch Date, measured by GLBN over 45 days rolling and
reported to SOLS.
9.3 SOLS represents and warrants to GLBN that:
9.3.1 they have sufficient rights in the SOLS digital service,
products or other platforms and websites or SOLS Portal to
grant to GLBN the right to use the same in accordance with the
terms of this Agreement; and
9.3.2 they have, and will continue to maintain, all regulatory
licences, registrations and authorities for the SOLS digital
service, products or other platforms and websites or SOLS
Portal; and
9.3.3 to the extent that the information is on the SOLS webserver(s)
under SOLS's control, that the SOLS Portal, and all Links to
the Finance Channels from the SOLS Portal, shall be up and
accessible 99.5% of the time from Launch Date measured by SOLS
over 45 days rolling and reported to GLBN; and
9.3.4 SOLS shall use its reasonable endeavours to direct an
increasing amount of Traffic to the Finance Channel on the
SOLS Portal; and
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9.3.5 that the Traffic figures contained in Schedule "F" are current
and accurate;and
9.3.6 the URLs mentioned in the definition of SOLS Portal are the
URLs used by the SOLS customer base that generates the Traffic
described in Schedule F; and
9.3.7 that the agreement between SOLS and Avanza shall not delay the
launch of the Finance Channel on the SOLS Portal after the 1st
October 2000.
10. GLBN'S RESPONSIBILITY FOR THE CONTENT
10.1 GLBN will ensure that the Finance Channel and the Financial
Transactional Services complies with all applicable laws and
regulations.
10.2 GLBN will use reasonable endeavours to ensure that the Content and/or
Financial Transactional Services on the SOLS Portal do not infringe any
Intellectual Property Rights of a third party and that it does not
libel, defame, cause injury to, invade the privacy of or otherwise
violate any other rights of any person.
10.3 If at any time during the Term of this Agreement any part of the
Content and/or the Finance Channels and/or the Financial Transactional
Services on the SOLS Portal are in breach of any applicable law or
regulation or infringes the Intellectual Property Rights of any third
party then GLBN shall:
10.3.1 use reasonable endeavours to provide alternative content which
will not be in breach of any applicable law or regulation or
infringe the Intellectual Property Rights of any third party;
or
10.3.2 remove the offending part of the Content and replace it so far
as is reasonably practicable with equivalent content.
11. REVIEW PROCESS
11.1 Within the Review Date 1 and Review Date 2, the Parties will assess
each others fulfilment of the obligations and benefits derived under
this Agreement. To the extent that the performance and the benefits
derived from this Agreement is considered satisfactory, the Agreement
will be continued automatically. A notice of non-continuance must be
given to the other Party in writing no later than thirty days before
Review Date 1 or Review Date 2.
12. TERM AND TERMINATION
12.1 This Agreement shall take effect from the Effective Date and shall
continue thereafter for the Term, after the Launch Date Average, unless
it is discontinued on Review Date
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1 or Review Date 2 as described in Clause 11 above. This Agreement
shall extend through the Renewal Term as further described in Clause
4.4.
12.2 Either Party shall be entitled to Terminate this Agreement, with
written notice in the event that the other:
12.2.1 commits a material breach of the terms of this Agreement and
having received from the Party not in breach written notice of
such breach stating the intention to Terminate this Agreement
if not remedied, and the noticed Party fails to remedy the
breach within 30-days; or
12.2.2 shall cease to carry on its business or shall have a
liquidator, receiver or administrative receiver appointed to
it or over any part of its undertaking or assets or shall pass
a resolution for its winding up (otherwise than for the
purpose of a bona fide scheme of solvent amalgamation or
reconstruction where the resulting entity shall assume all of
the liabilities of it) or a court of competent jurisdiction
shall make an order, or shall enter into any voluntary
arrangement with its creditors, or shall be unable to pay its
debts as they fall due, or similar in any other jurisdiction.
12.2.3 Repeated breaches of the warrants given under Clauses 9.2.3
and 9.3.3 shall be considered material to both Parties.
13. EXTENSION OF TERM
13.1 Upon conclusion of the Term under this Agreement, this Agreement shall
be renewed for the Renewal Term if agreed to by the Parties.
14. CONSEQUENCES OF TERMINATION
14.1 In the event of Termination of the Agreement , the Parties agree to:
14.1.1 cease using the other's "Brand Features";
14.1.2 with respect to any payments of Advertising Revenue and/or
Financial Transactional Revenues outstanding, SOLS and GLBN
agree to pay to the other Party its percentage of such
revenues in accordance with the provisions of Clause 6 as well
as Financial Transactional Revenue.
14.2 If this Agreement is Terminated according to clause 12.2 by reason of
breach on the side of SOLS, SOLS shall reimburse GLBN, notwithstanding
Clause 4.5 (for the avoidance of doubt, the Lock-up agreement does not
apply for reimbursements under this Clause), in accordance with the
following schedule:
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14.2.1 US $ 2,025,000 or 71,745 Common Shares, at SOLS discretion as
to cash or shares, plus US $ 225,000 (two hundred and
twentyfive thousand dollars) if Termination isbefore 1 month
of the Launch Date Average;
14.2.2 If Terminated 1 month after Launch Date Average or later, a
pro rata share of the consideration prepaid, either in cash or
the number of shares (at SOLS discretion), corresponding to
the remaining prepaid number of months.
14.3 If this Agreement or any individual Finance Channel on the SOLS Portal
is Terminated according to clause 12.2 by reason of breach on the side
of GLBN, SOLS shall reimburse GLBN, notwithstanding Clause 4.5 (for the
avoidance of doubt, the Lock-up agreement does not apply for
reimbursements under this Clause), in accordance with the following
schedule:
14.3.1 US $ 1,800,000 or 63,773 Common Shares, at SOLS discretion as
to cash or shares, if Terminated between Effective Date and
before 1 month of Launch Date Average;
14.3.2 If Terminated 1 month after Launch Date Average or later, a
pro rata share of the consideration prepaid, either in cash or
the number of shares (at SOLS discretion), corresponding to
the remaining prepaid number of months, less 10%.
14.4 Any Termination or discontinuance of the Agreement (howsoever
occasioned), shall not affect any accrued rights or liabilities of
either Party nor shall it affect the coming into force or the
continuance in force of any provision hereof which is expressly or by
implication intended to come into or continue in force on or after such
Termination or discontinuance.
14.5 Clauses 14,15,16,17,21 and 22 shall survive Termination or
discontinuance of this Agreement.
14.6 On any Termination or discontinuance of this Agreement (other than a
termination by GLBN in accordance with Clause 12.2), or on expiration
of the Agreement, both GLBN and SOLS shall have the right to use all
customer information generated from the Finance Channel.
15. LIMITATIONS OF LIABILITY
15.1 Subject to Clause 14.2, the liability of either Party in contract,
tort, negligence, pre-contract or other representations or otherwise
arising out of or in connection with this Agreement or the performance
or observance of its obligations under this Agreement, and every
applicable part of it shall be limited in aggregate to US $2,025,000
reduced on a pro rata basis in accordance with the remainder of the
Term.
FINANCIAL WEBSITE AGREEMENT - SWEDEN 21
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15.1.1 Not withstanding the foregoing, GLBN shall indemnify SOLS for
liability arising out of, or in connection with, the Finance
Channels, subject to a limited aggregate of US $ 450,000.
15.1.2 Not withstanding the foregoing, SOLS shall indemnify GLBN for
liability arising out of, or in connection with, the SOLS
Portals, subject to a limited aggregate of US $ 450,000.
15.2 In any event, neither Party shall be liable to the other under, or in
connection with, this Agreement in contract, tort, negligence,
pre-contract or other representations (other than fraudulent or
negligent misrepresentations) or otherwise for any loss of business,
contracts, profits or anticipated savings or for any indirect or
consequential or economic loss whatsoever, except for in cases of gross
negligence or wilful misconduct.
15.3 Each provision of this Clause 15 excluding or limiting liability shall
be construed separately, applying and surviving even if for any reason
one or other of these provisions is held inapplicable or unenforceable
in any circumstances and shall remain in force notwithstanding the
expiration, or Termination of this Agreement.
16. CONFIDENTIALITY
16.1 During the Term and thereafter, each Party agrees with the other,
except for as otherwise agreed herein, to keep all information that
they obtain about the other concerning the business, finances,
technology, affairs and Intellectual Property Rights of the other, and
in particular but not limited to, the Content and Financial
Transactional Services and the SOLS Portal and regardless of its nature
("Confidential Information"), strictly confidential, except as needed
in connection with the establishment and operation of Financial
Transactional Services.
16.2 The provisions of this Clause 16 shall cease to apply to:
16.2.1 information that has come into the public domain other than by
breach of this Clause or any other duty of confidence; and
16.2.2 information that is obtained from a third party without breach
of this Clause or any other duty of confidence; and
16.2.3 information that is known by either Party, in connection with
the other Party, and which has been disclosed to either Party
by a third party, other than GLBN or SOLS or a contractor of
either of them and not in breach of any duty of confidence;
and
16.2.4 information that is trivial or obvious; and
FINANCIAL WEBSITE AGREEMENT - SWEDEN 22
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16.2.5 information that is required to be disclosed by a government
body or court of competent jurisdiction.
17. NOTICES
17.1 Any notices required to be given under this Agreement shall be in
writing and shall be deemed to have been duly served if hand delivered
or sent by facsimile with the original to be forwarded by first class
post or by first class registered post or recorded delivery post within
the United Kingdom and outside the United Kingdom by registered airmail
post correctly addressed in the case of GLBN to the Managing Director
and in the case of SOLS to the General Manager at the addresses
specified in this Agreement or at such other address as either Party
may designate from time to time in accordance with this Clause.
17.2 Any notice pursuant to Clause 17.1 shall be deemed to have been served:
17.2.1 if hand delivered at the time of delivery by posting through
the letter box of the correct addressee in accordance with
Clause 17.1 above;
17.2.2 if sent by facsimile within one hour of transmission during
business hours at its destination or within 24 hours if not
within business hours but subject to proof by the sender that
it holds an acknowledgement confirming receipt of the
transmitted notice in readable form; and
17.2.3 if sent by post within 48 hours of posting (exclusive of the
hours of Sunday) if posted to an address within the country of
posting and seven days of posting if posted to an address
outside the country of posting.
18. ASSIGNMENT AND CHANGE OF CONTROL
18.1 GLBN shall be entitled to assign the benefit and/or the burden of this
Agreement in whole or in part to a company within the Group upon notice
to SOLS , save in the event that all the shares in GLBN are acquired by
a direct competitor of SOLS in Sweden, Norway and/or Denmark in the
Internet general consumer content business (for example AOL) and not an
Internet specialist consumer content business (such as Schwabb or
CNN).In the event of such an assignment GLBN will not be entitled to
Exclusivity defined in Clause 8.
18.2 SOLS shall be entitled to assign the benefit and/or the burden of this
Agreement in whole or in part to a company within the Group upon notice
to GLBN, save in the event that all the shares in SOLS are acquired by
a direct competitor of GLBN in Sweden, Norway and/or Denmark in the
Internet specialist consumer content business (such as Schwabb) and not
a general consumer content business (for example AOL). In the event of
such an assignment GLBN will be entitled to distribute its Content,
notwithstanding Clause 2.3.
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19. FORCE MAJEURE
19.1 Neither party shall be liable for failure to perform or delay in
performing any obligation under this agreement if the failure or delay
is caused by any circumstances beyond its reasonable control, including
but not limited to acts of god, war, civil commotion or industrial
dispute. If such delay or failure continues for at least ninety (90)
days, the party not subject to the force majeure shall be entitled to
terminate this agreement by notice in writing to the other. In such an
event a pro rata share of the consideration pre paid , corresponding to
the remaining prepaid number of months, is reimbursed. To the extent
the prepayment was made in shares, the reimbursement shall be made in
the proportionate numbers of shares. To the extent the prepayment was
made in cash, the reimbursement shall be made in cash.
20. GENERAL
20.1 This Agreement (as amended from time to time) together with any
document expressly referred to in any of its terms, contains the entire
agreement between the Parties relating to the subject matter covered
and supersedes any previous Agreements, arrangements, undertakings or
proposals, written or oral, between the Parties in relation to such
matters. No oral explanation or oral information given by any Party
shall alter the interpretation of this Agreement. All Parties confirm
that, in agreeing to enter into this Agreement, they have not relied on
any representation save insofar as the same has expressly been made a
representation in this Agreement and agrees that they shall have no
remedy in respect of any misrepresentation which has not become a term
of this Agreement save that the Agreement of all Parties contained in
this Clause shall not apply in respect of any fraudulent or negligent
misrepresentation whether or not such has become a term of this
Agreement.
20.2 No addition to, or modification of, any provision of this Agreement
shall be binding on the Parties unless made by a written instrument and
signed by a duly authorised representative of each of the Parties.
20.3 The failure to exercise or delay in exercising a right or remedy under
this Agreement shall not constitute a waiver of the right or remedy or
a waiver of any other rights or remedies and no single or partial
exercise of any right or remedy under this Agreement shall prevent any
further exercise of the right or remedy or the exercise of any other
right or remedy. The rights and remedies contained in this Agreement
are cumulative and not exclusive of any rights or remedies provided by
law.
20.4 The invalidity, illegality or un-enforceability of any provision of
this Agreement shall not affect or impact the continuation in force of
the remainder of this Agreement.
20.5 Nothing in this Agreement shall be construed as creating a partnership
or joint venture of any kind between the Parties or as constituting
either Party as the agent of the other Party(ies) for any purpose
whatsoever and neither Party(ies) shall have the authority or power to
bind the other Party(ies) or to contract in the name of or create a
liability against the other Party(ies) in any way or for any purpose.
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20.6 This Agreement may be executed in any number of counterparts each of
which when executed and delivered shall be an original but all the
counterparts together shall constitute one and the same instrument.
20.7 All Parties undertake with the other to do all things reasonably within
its power, which are necessary or desirable to give effect to the
spirit and intent of this Agreement.
20.8 The Parties hereto shall and, shall use their respective reasonable
endeavours to procure, so far as they are able, that any necessary
third parties shall execute and perform all such further deeds,
documents, assurances, acts and things as any of the Parties hereto may
reasonably require, by notice in writing to the other to carry the
provisions of this Agreement into effect.
20.9 GLBN shall not approach or enter into business arrangements with any
entity that appears on the SOLS Exclusion List.
20.10 SOLS shall not approach or enter into business arrangements with any
entity that appears on the GLBN Exclusion List.
21. DISPUTE RESOLUTION
21.1 Disputes between the Parties arising out of or in connection with this
Agreement shall primarily be resolved by negotiations. Each Party may
however decide to refer the dispute to arbitration in accordance with
the then-current rules of Chapter 32 of the Norwegian Civil Procedures
Act of 13 August 1915, if a settlement has not been reached within 3
weeks of negotiations.
21.2 However, neither negotiations nor the arbitration clause shall limit
either Party to seek interim, interlocutory or permanent injunctive
relief from any court of competent jurisdiction.
21.3 The arbitration proceedings will be conducted in Oslo or any other city
acceptable to all Parties. The language of the arbitration proceedings
will be in English. All arbitration will be conducted before a three
person panel, consisting of one arbitrator selected by the GLBN, one
arbitrator selected by SOLS, and one arbitrator selected by the
foregoing two arbitrators. If any of the Parties should fail to appoint
an arbitrator within 3 weeks after the negotiations period as mentioned
above has ended, the other Party will be given the right to appoint the
arbitrators. Each arbitrator will be experienced in conducting
international arbitration in the communications industry. The decision
resulting from the arbitration will be final and binding on the
Parties. The Parties each agree that, except as required by applicable
law or regulation, it will keep confidential the existence and outcome
of any arbitration proceeding, as well as the contents thereof, and
will require the arbitrators to adhere to the same obligation of
confidentiality.
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22. LAW AND JURISDICTION
This Agreement shall be governed by, and construed in accordance with,
the laws of Norway.
23. CONDITIONS TO CLOSING
23.1 This Agreement does not become binding upon the Parties unless a
Financial Website Agreement is entered into between GLBN and
Scandinavia Online AS (Norway), Scandinavia Online A/S (Denmark) and
also that a Share Purchase Agreement is entered into between the
shareholders of SOL B0rs AS and GLBN.
FINANCIAL WEBSITE AGREEMENT - SWEDEN 26
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IN WITNESS the duly authorised representatives of the Parties have executed this
Agreement the day and year first above written.
SCANDINAVIA ONLINE AB: XXXXXXXXXXXXXXXXXX.XXX INC
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Xxxxxx Xxxxx Xx. Xxxxxxx Xxxxxxx
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Xxxxxx Xxxxx
FINANCIAL WEBSITE AGREEMENT - SWEDEN 27
