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EXHIBIT 10.10
LOCATION:
XXXXXXX, XXXXXXX, XXXXXX
VANCOUVER, BRITISH COLUMBIA, CANADA
DORADO RESOURCES CORP.
DATE: NOVEMBER 30, 1999
ZLAND, INC.
OPERATING ASSISTANCE AGREEMENT
WITH
DORADO RESOURCES CORP.
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OPERATING ASSISTANCE AGREEMENT
THIS OPERATING ASSISTANCE AGREEMENT ("Agreement") is made and entered
into as of November 30, 1999, by and between Dorado Resources Corp. a British
Columbia, Canadian corporation (collectively, "Franchisee"), and ZLand, Inc. a
Delaware corporation ("Provider").
RECITALS
A. WHEREAS, Franchisee wishes to hire another party with industry
expertise to assist in the operation of its ZLand Franchises in the Xxxxxxx,
Xxxxxxx, Xxxxxx and Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx metropolitan areas
(collectively referred to as the "Franchise");
B. WHEREAS, while Franchisee will maintain ultimate supervisory and
management responsibility, Franchisee wishes to have this other party hire
general managers and provide other assistance related to the launching and
operating of the various territories in its Franchise;
C. WHEREAS, Provider has the necessary industry expertise to provide
such services; and
D. WHEREAS, Provider has employees who can perform general managers
functions for Franchisee.
AGREEMENT
Franchisee hereby wishes to engage Provider to provide the above services and
Provider wishes provide such services to Franchisee. In consideration of the
mutual promises, covenants and agreements herein, Franchisee and Provider agree
as follows:
1. Term and Termination. The initial term of this Agreement shall be one
year subject to earlier termination or renewal as set forth herein, commencing
on the date hereof.
1.1 Renewal. Following the initial term, this Agreement shall
automatically renew for a period of one (1) year, unless either party gives 90
days written notice to the other party of its intention not to renew as set
forth herein. Notwithstanding the foregoing, this Agreement shall automatically
terminate if the Franchise is sold or otherwise disposed of, all the remaining
assets of the Franchise are liquidated, and the affairs of the Franchise are
fully and completely wound up.
1.2 Termination. Notwithstanding any other provision of this Agreement
to the contrary, either party shall provide the other party with thirty (30)
days prior written notice of any breach of this Agreement. If such noticed
breach is not cured at the end of the notice period (or, if cure cannot
reasonably be completed in that time, steps toward cure have begun during that
period and are being diligently pursued) the noticing party may terminate this
Agreement.
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Notwithstanding anything contained herein to the contrary, all advances or
guarantees by the Provider or its affiliate company must be fully discharged for
such termination to be valid.
2. Lease of General Managers. Franchisee hereby leases from Provider the
full time services of two employees to act as General Managers of Franchise
operations ("General Managers"). While Franchisee is responsible for the overall
management and control of the Franchise, General Managers shall oversee the
day-to-day operations of Franchisee's Franchise, the premises of which are
located in Vancouver, British Columbia and Toronto, Ontario areas (one General
Manager for each area), as required by Franchisee's Franchise Agreement with
Provider on Franchisee's behalf, but subject to Franchisee's direction and
control. Franchisee acknowledges that General Managers are Provider's employees
and hereby agrees not to solicit the services of General Managers or any of
Provider's employees during the term of this Agreement and for a period of
twelve (12) months thereafter without Provider's prior written consent.
Franchisee shall have the right to approve or disapprove the General Managers
selected by Provider, and Franchisee shall further have the right to terminate
the services of either General Manager upon thirty (30) days written notice to
Provider, and Provider shall endeavor to find a suitable replacement General
Manager during that time.
3. Operation of the Franchise.
3.1 Provider's Duties and Responsibilities. Under the direction and
control, in the name and for the account of Franchisee, General Managers shall
oversee the day-to-day operations of the Franchise in accordance with the
Franchise Agreement and consistent with prudent management practices, subject to
the terms of this Agreement and the Annual Budget (as defined in clause (b)
below) then in effect. In all instances herein, all duties attributed to General
Managers are also the duties of Provider and vice versa. General Managers shall
do and perform under the direction and control of Franchisee, with any and all
necessary assistance from Provider's staff, when and as necessary or
appropriate, solely with funds from the Working Capital Account as defined in
Section 5 below, the following:
(a) Prepare a comprehensive and detailed operation and development
plan (the "Plan") for the Franchise, which shall be a part of the Annual Budget
referenced above. The Plan shall include but not be limited to, separate
financial pro formas and cash flow projections pertaining to the Franchise;
(b) Prepare a comprehensive and detailed annual budget for the
Franchise, which shall include the items set forth in Section 3.1, as well as
line item allocations and detail for the matters set forth in the Plan and/or
otherwise considered by the Franchise ("Annual Budget");
(c) Maintain all books, records, reports, and accounts in which
shall be entered all transactions of the Franchise and shall be open for
inspection and copying by Franchisee.
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(d) Promptly assist and cooperate with Franchisee's accountants in
performance of any accounting functions required of Franchisee's accountants,
including the treatment and adjustment of capital accounts, the calculations of
capital contributions and allocations, the preparation of tax returns, the
making of tax and accounting elections, and all other matters reasonably
required of or by Franchisee's accountants;
(e) Receive, consider and use his best efforts to resolve the
complaints of all customers or users of any of the services or facilities of the
Franchise;
(f) Enter into, pay and perform in the name of and at the expense
of Franchisee, all contracts, operating leases, concessions, licenses, permits
and other undertakings for the operation of the Franchise;
(g) Receive and collect all cash and accounts generated from the
operation of the Franchise, convert all accounts to cash and deposit such sums,
along with all funds furnished by Franchisee as "working capital" and all other
monies received by General Managers for or on behalf of Franchisee, into the
Working Capital Account (as defined in Section 5.1);
(h) Pay and disburse on behalf and for the account of Franchisee,
as required for the operation of the Franchise, and all other disbursements
directly or indirectly authorized by this Agreement; and any other charge, item
of expense or other item which General Managers considers to be necessary or
desirable for the operation of the Franchise consistent with the Annual Budget
and not otherwise expressly authorized or limited under this Agreement;
(i) Arrange for and cause, at Franchisee's expense, compliance by
Franchise with all statutes, ordinances, laws, rules, regulations, orders and
determinations affecting or issued in connection with the Franchise, by any
governmental authority having jurisdiction; and
(j) Institute and defend, in Provider's name and/or in the name of
Franchisee, and (subject to the provisions of the Franchise Agreement) at
Franchisee's expense, any necessary legal actions or proceedings to enforce
contracts involving the Franchise, collect charges, rent or other income for the
Franchise; any counsel engaged under this subsection shall be designated by
Provider and shall be subject to Franchisee's approval which shall be deemed
given unless written objection is received by Provider within 10 days after the
request for approval is given.
3.2 Annual Budget. The Annual Budget for the first fiscal year of the
Franchise will be delivered by General Managers to the Chairman of Franchisee's
Finance Committee within 60 days after the execution date hereof and shall be
deemed accepted if Franchisee does not object to the proposed Annual Budget
within 15 days after delivery. Each Annual Budget shall include, without
limitation, General Managers' forecast of revenues, expenses and cash flow for
the Franchise for the fiscal year, presented on a monthly basis, plus a capital
improvements and replacements budget. At the request of Franchisee given to
General Managers within 10 days after tender of the proposed Annual Budget,
Provider's representatives shall review such budget with Franchisee and General
Managers at the Franchise or a mutually agreeable location. General Managers may
revise the Annual Budget from time to time to reflect any unpredicted
significant
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changes, variables or events beyond General Managers' control or include
significant additional unanticipated items of income or expense. Any such
revision shall be submitted for, and subject to, Franchisee's approval.
Unbudgeted or unforecast expenditures unforeseen at the time of submission of
the Annual Budget and reasonably deemed necessary by General Managers in a bona
fide emergency may be made without Franchisee's prior authorization, except as
provided in this Section 3. Neither General Managers nor Provider shall be
deemed to have made any guarantee, warranty or representation whatsoever in
connection with the Annual Budget. Franchisee acknowledges that each Annual
Budget, including any forecast of revenues, expenses and cash flow, are
estimates and are subject to and will be affected by changes in financial,
economic and other conditions and circumstances beyond General Managers' or
Provider's control.
3.3 Reports. General Managers shall provide Franchisee with quarterly
comprehensive written reports as to the status of the development and operation
of the Franchise. The written reports shall contain, but not be limited to, a
capsulation or abstract of the matters discussed at the meetings then
transpiring between Franchisee and Provider, including, but not limited to, an
analysis and discussion of the progress and performance of the Franchise, and
the conformance or variances of the foregoing to or with the Plan and Annual
Budget. The reports shall also contain, but not be limited to, an analysis and
discussion of the specific minimum performance levels to be achieved by General
Managers. Franchisee reserves the right to reasonably determine the format and
topic content of the above reports.
3.4 Compensation. Provider, as its fee for all assistance services with
regard to the Franchise and the lease of General Managers' services hereunder,
shall receive US$24,000 per month. This US$24,000 per month fee shall be waived
for the first twelve months of this Agreement. Franchisee shall pay Provider's
General Managers the performance-based bonus compensation earned under formula
contained in General Managers' contracts with Provider. The foregoing fee shall
be included as a special item to the Plan and Budget. Further, Provider shall
receive a bonus of 20% of the EBITDA of the Franchise (earnings before interest,
taxes, depreciation and amortization, all as determined in accordance with U.S.
GAAP), payable each quarter that the Franchise shows a profit. If Provider
employs its Human Resources Department to provide personnel recruiting services
beyond such recruitment services provided solely by General Managers, Provider
shall receive a fee of $1,000 per person recruited.
3.5 General Provisions. Provider shall determine the manner and means
of carrying out its duties hereunder subject, however, to the oversight and
control of Franchisee. Provider shall have the right of control and discretion
as to the manner of performance of its services hereunder in that the result of
the work and not the means by which it is accomplished shall be the primary
factor for which the parties have bargained hereunder. Provider's obligations
for performance of services hereunder, shall be limited to the completion of the
services described above in accordance with the Plan and Annual Budget as set
forth herein. Franchisee shall not direct the details, manner or means by which
Provider accomplished the services performed hereunder, provided that the
services are in accordance with the Plan and Annual Budget.
3.6 Payment of Taxes. Provider shall be responsible for General
Managers' employment taxes and estimated tax liabilities, whether federal, state
or local. Franchisee shall be
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responsible for the employment taxes and estimated tax liabilities, whether
federal, state or local, for all Franchise employees.
3.7 Workers' Compensation Insurance. Provider shall obtain and maintain
at all times hereunder its own workers' compensation insurance covering General
Managers, at Provider's expense, and, upon reasonable request, provide
Franchisee with a certificate evidencing such coverage containing the policy
number and the name and address of the carrier. Notwithstanding any other
indemnification contained herein. Provider shall indemnify, defend and hold
Franchisee harmless from any and all claims arising out of any injury,
disability, or death of General Managers as its employee or otherwise, during
the performance of any services hereunder or otherwise.
3.8 Employees of Franchise. General Managers shall hire personnel to
staff the Franchise as needed. All such personnel shall be the employees or
contractors of Franchisee under Franchisee's direction unless otherwise agreed
to by Provider and Franchisee. Notwithstanding any other indemnification
contained herein, Franchisee shall indemnify, defend, and hold Provider harmless
from all claims arising out of Franchisee's retention or employment of any of
its subcontractors or employees, or otherwise. Each and every contract of
employment entered into by and between Franchisee and Franchisee's
subcontractors or employees with regard to any services to be performed for the
Franchise shall state substantially as follows:
(a) Franchisee's subcontractors and/or employees are subcontractors
and/or employees of Franchisee alone (and not of the Provider);
(b) Franchisee is contracting for the retention or employment of
such subcontractors and/or employees on Franchisee's own behalf and not as an
agent of the Provider, unless otherwise expressly authorized in writing by the
Provider; and
(c) No subcontract or contract of employment, oral or written,
implied or in fact, exists between Franchisee and Franchisee's subcontractor
and/or employees and the Provider.
4. Operating Expenses. In performing its duties hereunder, Provider shall
act solely in the name and for the account of Franchisee. All expenses properly
incurred by Provider in performing its duties hereunder shall be borne
exclusively by Franchisee. Franchisee acknowledges that operating expenses shall
include all costs incurred by Provider for telemarketing, credit card
fulfillment, and verification; advertising, marketing fees, and media buys;
legal, accounting, and bookkeeping fees; customer support; licensing fees and
software expenses; equipment leases; and, all travel and other expenses incurred
by such management personnel relating to the Franchise (collectively, the
"Reimbursement Expenses") all charges not to exceed the fair market value of
services provided. Franchisee shall pay when due all fees payable under Section
7. To the extent the funds necessary therefor are not generated by the operation
of the Franchise, they shall be supplied by Franchisee to Provider in the manner
provided in Section 5. Notwithstanding the foregoing, during the first three
months of this Agreement, Provider shall pay the base compensation of eight
sales representatives for the Franchise (estimated cost - $126,000) and shall
pay a cooperative advertising allowance of
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$15,000 per month (total cost - $45,000). The amount of these expenses shall be
paid by Provider to Franchisee when due for each month, and shall be deposited
by Franchisee into the Working Capital Account so that they will be available to
pay the expenses.
5. Working Capital Account.
5.1 Definition. As used herein, "Working Capital Account" includes
funds for the maintenance of adequate cash balances, to finance receivables,
payrolls, inventories and such other expenditures as shall be deemed necessary
by Franchisee and as required by the Annual Budget, to be deposited and invested
in an account or accounts of a type and with financial institutions selected by
Franchisee.
5.2 Working Capital Account. All funds to be made available to General
Managers by Franchisee for the operation of the Franchise, including all funds
derived from the operation of the Franchise, shall be deposited in the Working
Capital Account. The Working Capital Account shall at all times be under the
control of General Managers, subject to the direction of Franchisee and to
General Managers' obligation of accounting to Franchisee as and when required
herein. All monies received from the operation of the Franchise, and any and all
expenses paid by General Managers on account of the operation of the Franchise,
including, without limitation, the expenses noted in Sections 4 and 7 shall be
deposited into and disbursed from the Working Capital Account. General Managers
may (but are not obligated to) pay creditors of the Franchise such amounts as
may be necessary from time to time to pay and discharge debts of the Franchise
so as to prevent the attachment, creation or imposition of any lien, claim,
security interest or encumbrance on the Franchise, the Working Capital Account
or this Agreement. Checks or other instruments of withdrawal shall be signed
only by a General Manager and an authorized representative of the Franchise.
Franchisee shall have no right to receive funds on deposit in the Working
Capital Account other than to receive amounts from the Working Capital Account
as, if and when entitled thereto under this Agreement. Upon the expiration or
earlier termination of this Agreement and the payment to Provider of all amounts
then due Provider, all remaining amounts in the Working Capital Account shall be
paid forthwith to Franchisee, or made available by transfer of account control
authorization.
5.3 Commingling of Funds. The Working Capital Account shall be used in
connection with the operation of the Franchise and the performance of the terms
and conditions of this Agreement, and General Managers shall segregate all
receipts, accounts and records pertaining to the Franchise operations. Neither
Provider nor General Managers shall commingle the monies of the Franchise with
the monies of Provider or other ZLand franchisee.
6. Books, Records and Statements.
6.1 System of Accounts. General Managers shall keep adequate books of
account and other records reflecting the results of Franchise operations on a
cash basis. Except for such books and records as General Managers may elect to
keep in Provider's office or other suitable location, the books of account and
all other records relating to or reflecting the operation of the Franchise shall
be kept at the Premises of the Franchise and shall be available to Franchisee
and its representatives at the places kept during the hours of 9:00 a.m. to 5:00
p.m., local time,
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Monday through Friday, for examination, audit, inspection and transcription (at
Franchisee's expense).
6.2 Quarterly and Annual Statements. General Managers shall prepare and
deliver to Franchisee, within 45 days after the end of each calendar quarter, a
financial statement containing a statement of income showing the results of
operations of the Franchise for such preceding calendar quarter and for the
portion of the fiscal year ended on the last day of such preceding calendar
quarter. Such statement shall be prepared from the books of account of the
Franchise maintained by General Managers on a cash basis. Within 90 days after
the end of each fiscal year, General Managers shall furnish Franchisee with
statements for the preceding fiscal year containing (i) a statement of income on
a cash basis showing the results of operations of the Franchise for such
preceding fiscal year, and (ii) a statement of the aggregate net cash flow,
operating expenses, gross operating profit, and the management fees, for such
preceding fiscal year. The foregoing annual financial statements shall be
reviewed by an independent certified public accountant (the "Independent
Accountant") and the cost of preparing and presenting them shall be included in
the operating expenses of the Franchise and paid by General Managers from the
Working Capital Account. Any disputes as to the contents of any such statement
or any accounting matter hereunder shall be determined by the Independent
Accountant, whose decisions shall be final and conclusive as to Provider,
General Managers and Franchisee.
7. Insurance.
7.1 Coverages. During the term of this Agreement, General Managers
shall procure and maintain, to the extent available on commercially reasonable
terms, at Franchisee's sole cost and expense, insurance of such kinds and
amounts as Franchisee shall be required to carry pursuant to the provisions of
any lease or other agreement affecting the Franchise including the Franchise
Agreement, as well as any other or additional insurance that Franchisee and the
ZLand franchise system shall require. If General Managers are unable to obtain
such insurance on commercially reasonable terms he shall notify Franchisee,
which shall have the right to obtain such coverages and cause the premiums to be
paid from the Working Capital Account.
7.2 Insurers. All insurance shall be in such form and amounts and with
such companies as shall be reasonably satisfactory to Franchisee and Provider
and, to the extent required by any mortgage, lease or other agreement affecting
the Franchise, by all interested parties thereunder. All policies insuring
against damage to the Franchise or portions thereof or interruptions of business
or the like shall name Franchisee, Provider, and such other parties as may be
required by the provisions of any lease or other agreement affecting the
Franchise as the insureds thereunder, as their respective interests may appear.
All policies of hazard insurance shall include loss payment clauses in the form
required by any lease or other agreement affecting the Franchise and Franchisee
shall advise General Managers of the respective requirements of each such
agreement prior to opening of the Franchise. All policies of liability insurance
shall name Franchisee, Provider, and such other parties required above as the
insureds thereunder, and shall contain riders and endorsements adequately
protecting the interests of Provider. Certificates of all policies of insurance
shall be delivered to Franchisee and to all such other parties, as Franchisee
shall reasonably direct. Deductible items shall be paid from the Working Capital
Account, if sufficient, and directly by Franchisee otherwise.
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7.3 Subrogation. General Managers shall cause (to the extent possible
without incurring undue expense) all policies of insurance to provide that the
insurer will have no right to subrogation against Franchisee, Provider or any of
its agents or employees or affiliates except for gross negligence or willful
misconduct. Franchisee assumes all risks in connection with the adequacy of any
insurance or self-insurance program, and waives any claim against Provider for
any liability, cost or expense (including attorneys' fees and disbursements)
arising out of any uninsured claim, in part or in full, of any nature
whatsoever. All policies of insurance to be procured by General Managers shall
permit the foregoing waiver (to the extent possible without incurring undue
expense).
7.4 Blanket Policies. Except to the extent otherwise required pursuant
to the provisions of any lease or other agreement affecting the Franchise, and
to the extent feasible, insurance may be obtained by General Managers, through
the blanket insurance policies for all VentureLink franchises with the expense
therefor allocated to the Franchise.
8. Notices. Any notice, statement or demand required under this Agreement
shall be in writing and shall be delivered personally or electronically, or
mailed addressed to:
If to: Provider: ZLand, Inc
00000 Xxxxx Xxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Attention: Legal Department
If to: Franchisee: Dorado Resources Corp.
0000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Chairman, Management Committee
or to such other addresses as Provider and Franchisee shall designate in the
manner herein provided, and shall be deemed to have been given on the day
delivered or transmitted or, if mailed, three (3) days after it shall have been
mailed, as aforesaid, in any regularly maintained government post office or
branch post office. Any notice of an event of default, termination or exercise
or non-exercise of a renewal option shall be personally delivered by means of
overnight courier with receipted delivery or by certified or registered prepaid,
first class U.S. mail, return receipt requested.
9. Indemnification.
9.1 Standard of Performance. Provider shall not, in the performance of
this Agreement, be liable to Franchisee or to any other person or entity due to
any act or omission, negligent, tortious or otherwise of any agent or employee
of Franchisee or due to any such act or omission of Provider, its agents,
General Managers or other employees, unless such act or omission of Provider
constitutes gross negligence or willful misconduct. For the purposes of this
provision, Provider will be considered responsible only for the acts or
omissions of such of its own employees and not employees of the Franchise or
other employees of Franchisee.
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Notwithstanding any other provisions of this Agreement, in no event shall
Franchisee make any claim against Provider, its affiliates or subsidiaries on
account of any alleged errors of judgment made in good faith in connection with
the management and operation of the Franchise hereunder by General Managers, nor
shall Franchisee object to any expenditure made by General Managers or Provider
in good faith in accordance with this Agreement and in the course of General
Managers' activities and the operation of the Franchise unless such expenditure
is specifically prohibited by this Agreement.
9.2 Indemnification. Franchisee agrees to indemnify and save Provider
and General Managers harmless from all liability, loss, damage, cost, claim or
other expense, including reasonable attorneys' fees and disbursements, arising
out of General Managers' performance of his duties under this Agreement,
including, without limitation, all liability for injury to persons or damage to
property by reason of any cause whatsoever, either in or about the Franchise or
elsewhere when General Managers is carrying out the provisions of or any way
connected with this Agreement.
9.3 Survival. This Section 9 shall survive the expiration or other
termination of this Agreement.
10. Option to Purchase Franchisee Equity. In consideration of the waiver of
the management fee described in Section 3.4, the payment of sales
representatives expenses and cooperative advertising expenses described in
Section 4 and a payment of $7,000 being made by Provider to Franchisee
concurrently with execution of this Agreement, Franchisee hereby grants Provider
an option to purchase up to 19.9% of the fully-diluted equity of Franchisee,
exercisable as follows:
(a) Beginning June 30, 2000, Franchisee shall be permitted to
purchase up to 10% (calculated after the purchase) of the
fully-diluted equity of Franchisee;
(b) Beginning November 30, 2000, Franchisee shall be permitted to
purchase up to an additional 9.9% (calculated after the
purchase)of the fully-diluted equity of Franchisee;
(c) The option shall expire June 30, 2001; and
The exercise price for the equity shall be the fair market value of the equity
at the date of exercise, determined by the closing bid or last sale price of the
equity on the trading date preceding the date of exercise, if the equity is
publicly traded or, if it is not publicly traded, the last price for the equity
paid by an independent third party, or if there have been no purchases by
independent third parties, the price established by Franchisee's board of
directors for purposes of stock option grants to employees or similar reasons.
Provider shall receive full credit toward the exercise price of the management
fees waived, sales representative and cooperative advertising fees paid and the
$7,000 option payment, all as described above.
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11. Miscellaneous.
11.1 Fiscal Year. The phrase "fiscal year" shall mean the fiscal year
of Provider, which shall begin January 1 of each year and end on December 31 of
that year, unless Provider shall specify otherwise, except for the first year of
the Term, which shall begin on the execution date hereof and end on the December
31 of the year next following the year of execution hereof.
11.2 Independent Accountant. The Independent Accountant shall be
selected by Provider, with Franchisee's approval, and may be any firm of
independent certified public accountants.
11.3 Further Assurances. Franchisee and Provider shall execute and
deliver all other appropriate supplemental agreements and other instruments, and
take any other action necessary to make this Agreement fully and legally
effective, binding and enforceable as between them and as against third parties.
11.4 Counterparts. This Agreement may be executed in one or more
counterparts, none of which need contain the signature of more than one party
hereto, and each of which shall be deemed to be an original, and all of which
together shall constitute a single agreement. The headings of the titles to the
several sections of this Agreement are inserted for convenience only and are not
intended to affect the meaning of any of the provisions hereof.
11.5 Waivers, Amendments, Etc. This Agreement may not be changed,
modified or terminated, nor may any provisions hereof be waived, except by a
writing signed by the party to be charged with any such change, modification,
termination or waiver. The waiver of any of the terms and conditions of this
Agreement on any occasion or occasions shall not be deemed a waiver of such
terms and conditions on any future occasion.
11.6 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of Franchisee, its successors and/or permitted assigns, and shall be
binding upon and inure to the benefit of Provider, its successors and/or
permitted assigns.
11.7 Entire Agreement. This Agreement constitutes the entire Agreement
between the parties relating to the subject matter hereof, superseding all prior
agreements or undertakings, oral or written. Franchisee hereby represents that,
in entering into this Agreement, Franchisee has not relied on any projection of
earnings, statements as to possibility of future success or other similar
matters which may have been prepared by Provider as to the cost or the future
financial success of the Franchise.
11.8 Governing Law. This Agreement shall be governed by and construed
in accordance with the internal substantive laws, and not the choice of law
rules, of the State of California.
11.9 Severability. If any one or more of the phrases, sentences,
clauses or paragraphs contained in this Agreement shall be declared invalid by
the final and unappealable order, decree or judgment of any court, this
Agreement shall be construed as if such phrases, sentences, clauses
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or paragraphs had not been inserted, provided that the economic basis of this
Agreement is not thereby altered.
11.10 Consents. Except as herein otherwise provided, whenever in this
Agreement the consent or approval of Provider or Franchisee is required, such
consent or approval shall not be unreasonably withheld or delayed. No such
consent shall be effective for purposes of this Agreement unless the same shall
be in writing and shall be duly executed by an authorized officer or agent of
the party granting such consent or approval.
11.11 Reference to Franchisee. If Franchisee shall comprise more than
one person or entity, then the liability of all parties named as part of
"Franchisee" shall be joint and several.
IN WITNESS WHEREOF, Provider and Franchisee have duly executed this
Agreement as of the day and year first above written.
PROVIDER: ZLand, Inc., a Delaware corporation
By: /s/ XXXXX XXXXX
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Xxxxx X. Xxxxx, President
FRANCHISEE: Dorado Resources Corp., a British Columbia, Canadian corporation
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, President
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