LICENSE AGREEMENT
This License Agreement is made and entered into this 11th day of
December, 2000 (the "Effective Date") 2000, by and between Xxxx
Xxxxxxxx dba.Xxxxxxxx Investment Management ("EIM") of Berkeley,
California, ("Licensor") and Xxxxxxx Xxxxx and Excel Publishing, Inc.,
a Nevada corporation, with its principal place of business at 0000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxx ("Licensee").
WHEREAS, the Licensor has expended time, effort and money to
develop a computer-based investment strategy called the EIM Mutual
Fund Program, that is recognized as providing advantageous investment
signals.
WHEREAS, the Licensee desires to distribute the strategy to
investors by way of an investment newsletter called the Sector Fund
Wealth Builder.
NOW, THEREFORE, the parties hereto agree as follows:
1. EIM Mutual Fund Program Signals. Licensor agrees to provide
Licensee with timely data and information produced from the EIM Mutual
Fund Program. The information will be provided to Licensee as soon as
is reasonably possible after the program generates new market signals,
which, in most occasions, will not exceed 48 hours.
2. Grant of Rights. The License granted by this agreement
authorizes Licensee to utilize the EIM Mutual Fund Program signals as
part of a newsletter-based service. Licensee agrees that all EIM
Mutual Fund Program information and data it publishes and all
statements and communications it makes regarding EIM Mutual Fund
Program will be factual and accurate. Licensor grants Licensee the
exclusive right to utilize the EIM Mutual Fund Program in this manner
for one year from the Effective Date. Thereafter, Licensee will have
the exclusive right to utilize the EIM Mutual Fund Program for
newsletter-based services, provided it pays Licensor not less than
$500 during each month of the second year, not less than $1,000 during
each month of the third year, and not less than $1,500 during each
month thereafter. In the event payments fall below those specified
during any month, Licensee's exclusive right terminates, although
their right to continue utilizing the EIM Mutual Fund Program will
continue.
3. License Fee. Licensee will pay Licensor 10 percent of all new
and renewing subscription revenue collected (net of refunds) from any
newsletter-based service utilizing the EIM Mutual Fund Program.
Licensee will pay Licensor on the 15th day of each month following the
receipt of subscription revenue and provide Licensee with an accurate
report of all new and renewing subscription revenue.
4. Books and records. Licensor may examine at any time
Licensee's books and records that reasonably relate to the
bookkeeping and accounting information of subscription revenues
generated from newsletter-based services utilizing the EIM
Mutual Fund Program.
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5. Confidentiality. Licensor and Licensee agree that any
information identified by either as confidential or proprietary
information will be used solely for the purposes contemplated and will
not be disclosed to any third party.
6. Indemnification. Licensee will indemnify, defend and hold
harmless Licensor from any and all claims or liabilities arising from
Licensee's use or publication of data or information provided by
Licensor.
7. Termination and Default. This agreement may be terminated by
either party on or after January 1, 2004 upon three months' prior
written notice to the other party. This agreement may also be
terminated by the non-defaulting party if any of the following events
of default occur: (1) If a party materially fails to perform or comply
with the terms of this agreement; (2) If either party fails to
strictly comply with the provisions of 5 (Confidentiality) or makes
an assignment in violation of 8 (non-assignability); (3) If a party
becomes insolvent or admits in writing its inability to pay its debts
as they mature, or makes an assignment for the benefit of creditors;
(4) If a petition under any foreign state or United States Bankruptcy
Act, Receiverships Statute, or the like, as they now exist or as they
may be amended, is filed by a party; or (5) If such petition is filed
by any third party. or an application for a receiver is made by anyone
and such petition or application is not resolved favorably within 90
days.
8. Non-assignability. This agreement and the rights provided
herein may not be assigned by Licensee without the prior written
consent of Licensor. Any sale or transfer of more than fifty-percent
of the outstanding stock of Excel Publishing, Inc. will constitute an
assignment of this agreement.
9. Arbitration. Should any dispute arise regarding the terms and
conditions of this agreement, the parties agree to arbitrate that
dispute before an arbitrator appointed by the American Arbitration
Association, located in Salt Lake City, Utah. The arbitration will be
performed pursuant to the rules of the American Arbitration
Association and the decision rendered thereunder shall be final and
conclusive upon the parties. The parties agree to share the expenses
of arbitration, including travel and lodging expenses of Licensor
reasonably incurred in participating in and attending the arbitration
proceedings. The laws of the State of Utah will govern the arbitration
proceedings.
IN WITNESS WHEREOF, the parties have caused their duly-authorized
representative to execute this agreement as of the date set forth
above.
LICENSOR LICENSEE
/s/Xxxx Xxxxxxx /s/Xxxxxxx Xxxxx
Xxxx Xxxxxxxx dba, Xxxxxxxx Investment Xxxxxxx Xxxxx, individually
Management
EXCEL PUBLISHING, INC.
By:/s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, President
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