AGREEMENT
DATED this 15th day of July 2002.
BY AND BETWEEN:
000.XXX, INC. a company with offices at Suite1001, 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxx
(referred to as "000.xxx")
AND:
SYNTEC SOFTWARE with offices in San Xxxx, Costa Rica
(referred to as "Syntec")
WHEREAS:
- Syntec is in the business of on-line software development;
- 000.xxx is a publicly traded company trading in the USA;
- 000.xxx has developed an instant lottery Software Program which is
incomplete and inoperable and requires multi-upgrades, new web design
and sound;
- Syntec is capable of completing and upgrading the Software Program and
making it into a fully operational system;
- 000.xxx has no funds to pay Syntec for the work required; and
- Syntec is prepared to retain a copy of the completed software source
code as partial payment and defer the balance of the cash payment for
work to be performed.
NOW THEREFORE for valuable consideration given and received and by their mutual
covenants, the parties hereby agree as follows:
1. Syntec has agreed to re-develop the 000.xxx instant lottery Software
Program game client interface in Flash and provide a full management
suite and tracking system and the integration of the cashier system.
2. Syntec has agreed to move the database from Oracle and create a
database in MYSQL.
3. In consideration for the work to be performed by Syntec in upgrading
the software system, Syntec shall retain a copy of the completed
software Source Code as partial payment for work performed and shall
also be entitled to a cash
payment of US$30,000.00 which shall be deferred and paid on or before
December, 30, 2005 or as and when the company starts earning revenue
from the sale of Licenses and/or Royalties, whichever is the sooner.
4. 000.xxx will pay Syntec a monthly fee of $10,000 for technical
support, beta testing, maintenance and upgrades. The fee shall
commence December, 1, 2002 but shall be deferred.
5. Syntec will complete a play for fun instant on-line lottery software
program by December, 30, 2002 and will complete a pay for play model
by the end of April, 2003 which completion date may be extended on
written notice from Syntec. Such extension shall not be for more than
90 days
6. This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
7. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether
written or oral. There are no conditions, covenants, agreements,
representations, warranties or other provisions, express or implied,
collateral, statutory or otherwise, relating to the subject matter
hereof except as herein provided.
8. Time will be of the essence of this Agreement.
9. This Agreement will be construed, interpreted and enforced in
accordance with, and the respective rights and obligations of the
parties will be governed by, the laws of the state of Texas and the
federal laws of the United States applicable therein without reference
to its choice of law rules, and each party hereby submits to the
jurisdiction of the state of Texas and all courts competent to hear
appeals therefrom.
10. No amendment or waiver of any provision of this Agreement will be
binding on either party unless consented to in writing by such party.
No waiver of any provision of this Agreement will constitute a waiver
of any other provision, nor will any waiver constitute a continuing
waiver unless otherwise provided.
11. If any provision or any part thereof is held by a court of competent
jurisdiction, after appeals there from have been exhausted, to be
unenforceable, invalid or illegal, then it will be severable or deemed
to be limited in respect of such territory and time to the extent
necessary to render such provision enforceable, valid or legal, and
the remaining provisions will remain valid and binding.
12. Any notice or other documents required or permitted to be given under
this Agreement will be in writing and may be given by personal
service, telecopier or
by prepaid registered mail, posted in Canada or by certified mail,
posted in the United States, and addressed to the proper party at the
address stated below:
a. if to Syntec Software
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b. if to 000.xxx Inc.
0000 - 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx
or to such other address as any party may specify by notice. Any
notice sent by telecopier will be deemed conclusively to have been
effectively given and received at the time of successful transmission.
Any notice sent by registered mail as aforesaid will be deemed
conclusively to have been effectively given and received on the fifth
business day after posting; but if at the time of posting or between
the time of posting and the fifth business day thereafter there is a
strike, lockout or other labour disturbance affecting postal service,
then such notice will not be effectively given until actually
received.
13. This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together
constitute one and the same instrument. Delivery of an executed copy
of this Agreement by electronic facsimile transmission, telecopy,
telex, or other means of electronic communication producing a printed
copy will be deemed to be execution and delivery of this Agreement on
the date of such communication by the party so delivering such copy.
IN WITNESS WHEREOF the parties have executed and delivered this Agreement as of
the date first written above.
/s/ Xxxx Xxxxx /s/ Xxxxxxxx Xxxxxx
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000.xxx, Inc. Syntec Software
