Exhibit 10.65
LICENSING AND SHAREHOLDER AGREEMENT
This Licensing and Shareholder Agreement ("Agreement") is entered into
this 29th day of March, 2000 ("Effective Date") and made by and between MyWeb
Inc, a corporation organized and existing under the law of the US, having a
principal office at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000
("MyWeb Inc"), Adgator, Inc., a corporation organized and existing under the law
of Washington State of the United States, having a principal office at 00000 XX
0xx Xxxxxx, Xxxxx 0000, Xxxxxxxx, XX 00000 ("Adgator, Inc.") and AdgatorCom.
Co., Ltd., a corporation organized and existing under the laws of Korea, having
a principal office at 0000-0 Xxx-X X/X, 0xx Xxxxx, Xxxxxx-Xxxx, Xxxxxx-Xx,
Xxxxx, Xxxxx ("XxxxxxxXxx.Xx.").
1. Purpose. MyWeb Inc, Adgator, Inc. and XxxxxxxXxx.Xx. agree to join together
in the strategic alliance in order to implement co-marketing effort in the
global market, including China, for the mutual interest and benefit. MyWeb Inc
hereby agrees to use its best efforts to distribute and maximize the use of the
Adgator product in the domestic Chinese market (PRC) and to secure the related
patent, already applied by AdgatorCom, for the domestic Chinese market. MyWeb
Inc agrees that AdgatorCom is a principal partner in Korea.
2. Components of Strategic and Capital Alliances
(a) Managerial Alliance
(1) MyWeb Inc shall be granted a license of the Adgator's
internet desktop portal product for the domestic China market
only to perform desktop portal service through MyWeb China.
This grant of license will be limited to its own service of
MyWeb China for the domestic Chinese market only.
(2) MyWeb Inc, upon execution of this Agreement, will be a
member of the Global Advertising Network Program of Adgator
Group. MyWeb Inc run such advertisement preferentially in the
desktop portal service of MyWeb China.
(3) MyWeb Inc will be responsible for all aspects of the
business operations in the domestic Chinese market.
(4) MyWeb Inc will be fully responsible for and will indemnify
Adgator Inc and AdgatorCom for any result directly or
indirectly arising from its business operations in the
domestic China. Adgator Inc and AdgatorCom will be fully
responsible for any problem related to intellectual property
of the Adgator Product.
(5) The advertisement revenue will be shared in the following
way. If MyWeb Inc gets orders by itself, it will get [***] and
give [***] to Adgator Inc and AdgatorCom. If Adgator Inc or
AdgatorCom gets orders by itself, [***] will be allotted to
MyWeb Inc. The other revenue arising from the operation of
Adgator Product will be shared: [***] to MyWeb Inc and [***]
to Adgator Inc and AdgatorCom. For this purpose, a separate
accounting and book keeping will be maintained by both parties
and reviewed and cleared every quarter.
(6) AdgatorCom, as the principal partner of MyWeb Inc in
Korea, will make its best efforts to cooperate for any
operation of MyWeb Inc in Korea.
(b) Technical Alliance
(1) In connection with the grant of the right to MyWeb Inc,
Adgator Inc and XxxxxxxXxx.Xx. will provide solutions,
proprietary information and technologies relating to operation
of desktop portal service.
(2) Adgator Inc. and Xxxxxxxxxx.Xx will, upon request of MyWeb
Inc, furnish technically qualified personnel of Adgator Inc
and AdgatorCom as employees of MyWeb Inc to deliver technical
services in the methods of operation of the product. It is the
intent of all parties that MyWeb Inc will employ 3-5 Adgator
Inc and AdgatorCom designated personnel. All costs associated
with customizing the Adgator product for the Chinese market
will be borne by MyWeb Inc.
(3) MyWeb Inc, Adgatorcom and Adgator Inc will provide various
information about technology and business model related to
Internet business with each other.
(c) Capital Alliance
(1) Adgator. Inc and AdgatorCom will subscribe to one (1)
million USD worth of MyWeb Inc's stocks (USD0.01) at the price
per share to be computed based on thirty (30)% discount
from the one week average price from the date of this
Agreement. Adgator Inc and AdgatorCom will pay one hundred
thousand (100,000) USD as a deposit within two (2) weeks after
the signing. If Adgator Inc and AdgatorCom do not fulfill the
balance (900,000 USD) within three (3) months from the date of
this agreement, the deposit will be forfeited by MyWeb Inc.
MyWeb Inc will issue to Adgator Inc and AdgatorCom the 12
months restricted MyWeb Inc's stocks upon successful
completion of the transaction.
2
(2) Adgator. Inc and AdgatorCom will provide the opportunity
for MyWeb Inc to invest to both of Adgator. Inc and AdgatorCom
or Adgator-Japan in preferential condition.
3. Term and Termination. The agreement shall take effect as of the Effective
Date hereof and remain in full effect unless the parties mutually agree, in
writing, to terminate or modify this agreement or there is a material breach by
either party to the terms set forth in this Agreement.
4. Use and Assignment of License. MyWeb Inc will not permit, sub-license,
re-license or otherwise assign to any person or party whatsoever the Adgator
product, or any of its related technology or intellectual property without
written agreement of all parties.
5. Miscellaneous.
(a) In the event additional terms or provisions excluded in this
agreement but required to deliver this agreement, such modification
will be made upon mutual agreement between parties.
(b) In case of any dispute between parties about interpretation or
omission of any terms and provisions of the agreement, parties will
mutually agree to resolve such dispute in accordance with the common
commercial custom.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in their corporate name by their duly authorized representatives.
MyWeb Inc Xxxxxxx.xxx Co., Ltd
Adgator Inc
/s/ Nin Xxxxxxxxx /s/ Xxxxx Xx Song
--------------------------- ---------------------------
Nin Xxxxxxxxx, CEO Xxxxx Xx Song, CEO
000 Xxxxxx Xxxxxx, Xxxxx 0000, 0000-0 Dae-A Venture B/D,
Xxx Xxxxxxxxx, XX 00000 0xx Xxxxx
Xxxxxx-Xxxx,
Xxxxx-Xx, Xxxxx, Xxxxx
3
