EXHIBIT 10.29
October 2, 2000
Re: Agreement
Dear Sirs:
1. This letter is to confirm our understanding that Mantle
International Investment Ltd. ("Mantle") has been engaged as a consultant to TTR
Technologies Inc. (the "Company") to perform the services described below for a
period of twelve (12) months commencing on the date hereof (the "Term").
2. (a) Mantle's services hereunder will include identifying,
contacting and introducing potential strategic customers to the Company and
assisting the Company in negotiating sales contracts or strategic relationships
with such parties.
(b) In consideration for such services, the Company hereby
agrees to issue to Mantle and/or its designees upon execution of this letter,
fully vested warrants (the " Warrants") to purchase 400,000 shares of common
stock of the Company. The warrants shall be exercisable at the following prices:
134,000 at $6.5
133,000 at $7.5
133,000 at $8.5
The Warrants shall be exercisable for four (4) years, commencing on
the first anniversary of this Agreement; provided, however, that such shares
shall be exercisable immediately should the Company enter into an agreement
pursuant to which the Company consummates a sale, merger, consolidation, tender
offer, business combination or similar transaction involving a majority of the
business assets or stock of the Company. The shares underlying the Warrants
shall be included on the Company's next filed registration statement.
(c) Mantle shall pay for its own expenses associated with its
services hereunder.
3. The Term of this Agreement shall be twelve (12) months commencing on
the date hereof.
4. Proprietary Information; Non- Competition
4.1 The term "Information" means any and all confidential and proprietary
information including but not limited to any and all specifications, formulae,
prototypes, software design plans, computer programs, and any and all records,
data, methods, techniques, processes and projections, plans, marketing
information, materials, financial statements, memoranda, analyses, notes, and
other data and information (in whatever form), as well as improvements and
know-how related thereto, relating to the Company or its products. Information
shall not include information that (a) was already known to or independently
developed by the Mantle prior to its disclosure as demonstrated by reasonable
and tangible evidence satisfactory to the Company; (b)
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shall have appeared in any printed publication or patent or shall have become
part of the public knowledge except as a result of breach of this Agreement by
Mantle or similar agreements by other Company consultants or employees (c) shall
have been received by Mantle from another person or entity having no obligation
to the Company or (d) is approved in writing by the Company for release by
Mantle.
4.2 Mantle agrees to hold in trust and confidence all Information
disclosed to it and further agrees not to exploit or disclose the Information to
any other person or entity or use the Information directly or indirectly for any
purpose other than for its work with the Company.
4.3 Mantle agrees to disclose the Information only to persons necessary in
connection with its work with the Company and who have undertaken the same
confidentiality obligations set forth herein in favor of the Company. Mantle
agrees to assume full responsibility for the confidentiality of the Information
disclosed to it and to prevent its unauthorized disclosure, and shall take
appropriate measures to ensure that such persons acting on his behalf are bound
by a like covenant of secrecy.
4.4 Mantle acknowledges and agrees that the Information furnished
hereunder is and shall remain proprietary to the Company. Unless otherwise
required by statute or government rule or regulation, all copies of the
Information, shall be returned to the Company immediately upon request without
retaining copies thereof.
4.5 Mantle represents and warrants that his receipt of Information
hereunder or use thereof for the purposes of this Agreement shall not violate
any undertaking or obligation of Mantle to any third party or entitle any third
party to access or right in the Information.
4.6 The provisions of this section shall survive the expiration or
termination of this agreement.
5. General Provisions
5.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and shall not be amended, modified or
varied by any oral agreement or representation or otherwise other than by a
written instrument executed by both parties or their duly authorized
representatives.
5.2 No failure, delay or forbearance by a party in exercising any power or
right hereunder shall in any way restrict or diminish such party's rights and
powers under this Agreement, or operate as a waiver of any breach or
non-performance by either party of any of the terms or conditions hereof.
5.3 If any term or provision of this Agreement shall be declared invalid,
illegal or unenforceable, then such term or provision shall be enforceable to
the extent that a court shall deem it reasonable to enforce such term or
provision and if such term or provision shall be unenforceable, such term or
provision shall be severed and all remaining terms and provisions
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shall be unaffected and shall continue in full force and effect.
5.4 The terms and conditions of this Agreement supersede those of all
previous agreements and arrangements, either written or oral between the Company
and Mantle relating to the subject thereof.
5.5 Mantle acknowledges and agrees that it is an independent contractor,
is not the agent of the Company and has no authority in such capacity to bind or
commit the Company by or to any contract or otherwise. Mantle is not, expressly
or by implication, an employee of the Company for any purpose whatsoever.
5.6 This Agreement is personal to Mantle and Mantle shall not assign or
delegate his rights or duties to a third party, whether by contract, will or
operation of law, without the Company's prior written consent.
5.7 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law. The parties hereto irrevocably consent to the jurisdiction of the courts of
the State of New York and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Agreement, any document or instrument delivered pursuant to, in connection with
or simultaneously with this Agreement, or a breach of this Agreement or any such
document or instrument. In any such action or proceeding, each party hereto
waives personal service of any summons, complaint or other process and agrees
that service thereof may be made in accordance with this Section 11. Within
thirty (30) days after such service, or such other time as may be mutually
agreed upon in writing by the attorneys for the parties to such action or
proceeding, the party so served shall appear or answer such summons, complaint
or other process.
Sincerely yours,
Mantle International Investment Ltd
By: /s/ Xxxxxxxx Xxxxx
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Title:
Confirmed as of the date hereof:
TTR Technologies Inc.
By:/s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: President
