Exhibit 10.49
JOINT VENTURE AGREEMENT
IA GLOBAL ACQUISITION COMPANY AND INNOVATIVE COMPUTING GROUP, INC.
DECEMBER 14, 2004
The parties to this agreement are IA Global Acquisition Company (IGA)
and Innovative Computing Group, Inc. (Xxxx).
Both parties acknowledge that each owns valuable intellectual property
rights and products related to data compression and the movement of data. IGA
owns rights acquired from XxxxXXX.xxx, Inc. in an auction pursuant to the United
States Bankruptcy Court for the Northern District of Ohio, Case No. 03-12179-H,
while Xxxx owns rights in other intellectual property related to data
compression and movement as outlined in those court documents, all of which are
the subject of this agreement.
Further, both parties acknowledge that from time to time business
opportunities may arise that require some of both parties' technology, and that
the high costs involved in establishing a clear distinction between the
intellectual properties owned by the respective parties in a particular
implementation might preclude productive commercial development of the product
or products based upon that implementation.
Both parties acknowledge that they have an interest in forming a new
company to own and exploit these intellectual property rights, but have not yet
entered into definitive agreements to that end.
In order to capitalize on business opportunities without consummating a
formal business combination, the parties agree to the following procedures and
revenue sharing arrangement:
a. Both parties will continue to identify and pursue business
opportunities related to the intellectual property each owns as part of
its ongoing business. Each party will act in good faith to bring to the
attention of the other party business opportunities that require the
use of both parties' intellectual property as soon as possible. It is
understood that neither party is obligated to bring any particular
business opportunity to the attention of the other party and that each
party is free to pursue business opportunities that do not require the
use of both parties' intellectual property without first informing the
other party.
b. IGA will fund the operations of Xxxx based on an approved budget to
allow for development of products and related revenues.
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c. Any product sales or licensing opportunities will be discussed between
the parties to ensure no conflicts are created. The parties will work
together in good faith to maximize the revenue opportunities, neither
hindering the other's activities.
d. Upon the sale of products or the generation of licensing revenues, the
first revenues will be used to repay the IGA funding provided for the
project. Any further net revenues generated will be split equally
between the parties.
e. The parties intend to execute a more comprehensive agreement or series
of agreements concerning the subject matter of this agreement and other
matters, but this agreement shall be binding upon the parties until it
is specifically superceded by a subsequent agreement between the
parties.
f. Each party will provide an accounting of revenues and expenses within
21 days of month end and make payment of the other parties' share of
profits.
Nothing in this joint venture agreement transfers any of either
parties' intellectual property rights to the other party by license or
otherwise, does not bind either party to a formal business combination, nor does
it create any other contractual relationship.
The parties agree to act in good faith in all matters related to this
joint venture.
The effective date of this agreement is December 14, 2004
The signing parties below acknowledge that they have the authority to
enter into this agreement and that no further approvals are necessary.
Accepted and Agreed:
Innovative Computing Group, Inc. IA Global Acquisition Company
By: /s/ Xxxxxxxx Xxxx By: /s/ Xxxx Xxxxxxxxxx
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Xxxxxxxx X. Xxxx Xxxx Xxxxxxxxxx
Its President Its President
12/14/04 12/14/04
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Date Date
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