Exhibit 10.1
MATERIAL CONTRACTS
INTERNET SERVICES AGREEMENT FOR DEVELOPMENT, HOSTING,
AND MAINTENANCE OF AN INTERNET SITE
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of
December 30, 1999 (the "Effective Date") by and between Integrated Concepts,
Inc. ("ICI"), a Texas Corporation, with offices located at 00000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 and XxxxxxXxx.xxx Inc., by and on behalf of
itself and its affiliates ("collectively GBC"), a Delaware Corporation, with
offices located at 176 World Trade Center, 0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx
00000.
WHEREAS, ICI provides a variety of technical services relating to the
development and integration of software into Internet applications and to the
hosting and maintenance of Internet sites;
WHEREAS, GBC desires to establish a wholesale/retail presence on the
Internet with three (3), World Wide Web (WWW) sites providing a digital
marketplace.
WHEREAS, GBC has requested that ICI develop, host, and maintain such
Internet sites for GBC;
NOW, THEREFORE, in consideration of the above premises, the parties
hereby agree as follows:
1. Definitions. The terms used in this Agreement have the following
meanings:
o Additional Work Order. The term "Additional Work Order" means a work
order that is entered into by the parties subsequent to and in
accordance with this Agreement.
o Confidential Information. The term "Confidential Information" means
any written or oral information, including but not limited to,
documentation and other tangible or intangible discoveries, ideas,
concepts, software, designs, drawings, specifications, techniques,
models, information data, source code, object code, diagrams, flow
charts, procedures and "know-how" supplied by one party to the
other.
o Deliverables. Deliverables are items identified in the Initial or
Additional Work Orders and/or the Maintenance Agreement as being
constructed by ICI and delivered to GBC pursuant to the
specifications in the Initial or Additional Work Orders and/or the
Maintenance Agreement.
o Developments. The term "Developments" means all Deliverables
provided by ICI to GBC under the terms of this Agreement, as well as
all inventions, improvements, discoveries, methods, services,
software, documents, materials, and works of authorship, whether
patentable or copyrightable or not, that are associated with the
Deliverables and that are created, made, conceived, reduced to
practice, or suggested by ICI, individually or jointly with GBC,
during the term of this Agreement.
o Initial Work Order. The term "Initial Work Order" means the work
order that is entered into by the parties as part of this Agreement.
The Initial Work Order is provided in Exhibit A.
o Intellectual Property Rights. The term "Intellectual Property
Rights" means any and all rights that may exist from time to time in
a specified jurisdiction under patent law, copyright law, publicity
rights law, moral rights law, trade secret law, trademark law,
unfair competition law, or other similar protections.
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o Trademarks. The term "Trademarks" means any and all trademarks,
trade names, logos, service marks, quality designations and other
proprietary words and symbols that either party uses to identify its
products, services, or business.
o Maintenance Agreement. The term " Maintenance Agreement" means the
agreement for maintenance of the Deliverables that is entered into
by the parties as part of this Agreement. The Maintenance Agreement
is provided in Exhibit B.
o Web. The term "Web" means that part of the Internet called the World
Wide Web, which uses the hypertext markup language ("HTML") and
hypertext transport protocol ("HTTP") and their derivatives or
equivalents.
o Web Page. The term "Web Page" means an HTML-based computer file that
is designed to be exhibited on the Web and includes text, graphics,
or forms.
o Web Site. The term "Web Site" means a group of Web Pages, together
with supporting files and programming.
o Year 2000 Compliant. The term "Year 2000 Compliant" means that the
item described will manage and manipulate data involving dates and
will include the proper century designation in date-related user and
data interface functionality, including single century formulas,
multi-century formulas, and leap years, and will not abnormally
terminate or provide invalid or incorrect results as a result of
date data representing or referencing different centuries or more
than one century.
2. Services to be Performed by ICI. ICI will perform services and provide
the Deliverables described in the Initial Work Order, the Maintenance
Agreement, and any Additional Work Orders entered into by the parties.
The Initial Work Order will consist of Phases 1-5 with a total cost to
GBC of $1,496,849. ICI will use all reasonable efforts to provide the
Deliverables for each milestone specified in the Initial Work Order,
the Maintenance Agreement, and any Additional Work Orders within the
milestone scheduled completion period for each Phase.
o Right to Subcontract. ICI may assign or subcontract its work to be
performed under this Agreement to one or more qualified third
parties who may be operating on a consulting or subcontracting basis
for ICI.
o Modification of Services. Services may be added or changed from time
to time upon both parties' execution of a revised or supplemental
version of the Initial Work Order or the Maintenance Agreement,
and/or upon both parties entering into an Additional Work Order.
3. Delivery and Acceptance. Upon the completion of each milestone, ICI
will deliver all Deliverables for the Phase to GBC for written
acceptance in a milestone and delivery acceptance agreement at the
Technical Interchange Meeting between the parties as defined in the
Initial Work Order, the Maintenance Agreement, and/or an Additional
Work Order. The total cost to develop the Deliverables within each
milestone shall not exceed $100,000. At the meeting, GBC will give any
reason for rejection of the Deliverables in reasonable detail. ICI will
use reasonable efforts to correct any deficiencies or non-conformities
and promptly resubmit the rejected items. GBC will have the option to
request up to, two (2) revisions of any deficiencies or
non-conformities per each milestone and must respond to any resubmital
within five (5) business days. Failure to respond within five (5)
business days will mean the milestone has been accepted without defects
by GBC.
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4. Compensation. GBC will pay ICI for work performed in accordance with
the Initial Work Order, the Maintenance Agreement, and any Additional
Work Orders entered into by the parties, and for additional work
mutually agreed upon by the parties.
o Initial Payment. Upon execution of this Agreement, GBC will pay ICI
an Initial Payment of $100,000.00 of the Total Fee set forth in the
Initial Work Order. The Initial Payment will be applied against
subsequent services provided by ICI in accordance with the Initial
Work Order. In addition to the Initial Payment, GBC will transfer
ownership and assign 200,000 shares of GBC common stock and all
registration rights for the common stock at a value of $5.00 per
share to ICI upon execution of this Agreement.
In the event that GBC completes a initial public offering by filing
the appropriate documentation with the US Securities and Exchange
Commission; ICI shall have the right to (i) sell, transfer, assign,
or otherwise dispose of 100,000 shares of common stock at the time
GBC's common stock becomes available for public trading and (ii)
sell, transfer, assign, or otherwise dispose of 100,000 shares of
common stock after the one year anniversary date of the initial
public offering. GBC warrants that ICI shall irrevocably have no
restrictions or limitations on the common stock except those
mutually agreed to by both parties and except those that are in
compliance with applicable federal and state securities laws. In the
event GBC does not complete its initial public offering, ICI shall
have the right to present a written request to GBC to purchase the
200,000 shares of common stock from ICI at a price to be mutually
agreed to by both parties and shall not be less than the value of
the common stock as set forth in Section 4.1 Initial Payment.
Further, GBC shall not reasonably withhold written consent to comply
with the purchase request presented by ICI and warrants and
represents that the transaction shall take place not later than
thirty (30) days from a date mutually agreed to by both parties.
o Further Initial Payments. Unless otherwise specified in an
Additional Work Order, GBC will upon execution of the Additional
Work Order pay ICI a Further Initial Payment equal to fifty percent
(50%) of the Total Fee set forth in the Additional Work Order. In
addition, upon modification of an existing Work Order, GBC will pay
ICI a Further Initial Payment equal to fifty (50%) of any increase
in the Total Fee for the Work Order.
o Maintenance Fee. Beginning one year after the completion of the
Deliverables as set forth in the initial Work Order following
execution of this Agreement, GBC will in consideration for the
services performed by ICI in accordance with the Maintenance
Agreement pay ICI an Annual Maintenance Fee equal to fifteen percent
(15%) of the Total Fee set forth in the Initial Work Order. ICI will
invoice GBC for the Annual Maintenance Fee annually, beginning one
year after the completion date of the Deliverables as set forth in
the Initial Work Order and any Additional Work Orders following the
execution of the Agreement.
o Invoicing. For each milestone, ICI will submit invoices to GBC for
services furnished and other expenses covered by the Agreement. All
invoices will specifically refer to the Phase to which they relate
and will separately set forth-additional expenses, and all
applicable taxes, if any, authorized by GBC for reimbursement.
o Additional Work. Unless otherwise agreed in advance, any follow-on
or additional work not described in a Work Order will be performed
by ICI on a time and material basis at ICI's then-current rates for
such work.
o Payment. Payment will be made by GBC within 15 days of receipt of
ICI's invoice. GBC agrees to pay a late charge of one (1.5) percent
per month on amounts not timely paid and to be responsible for any
collection fees.
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5. Ownership Rights.
o Ownership of Developments. Except as set forth below in this Section
5, ICI will own all Intellectual Property Rights in and to the
Developments produced or provided by ICI under this Agreement. To
the extent GBC has any interest in Intellectual Property Rights to
the Developments, GBC agrees to assign, and upon its creation,
automatically assigns to ICI the ownership of such Intellectual
Property Rights without the necessity of any further consideration.
GBC will fully cooperate with ICI by executing and delivering to ICI
all applications, certificates, instruments, and other documents
requested by ICI in order to obtain any patents or copyright
registrations for the Developments in the United States or foreign
countries.
o GBC License. The parties contemplate that the Deliverables will be
initially hosted on ICI's equipment. Effective upon the payment of
fees and expenses invoiced by ICI with respect to the Deliverables,
GBC will have a nonexclusive and royalty free license ("GBC
License") under the Intellectual Property Rights for such use of the
Deliverables. Pursuant to this license, GBC may connect to the Web
Site through the Internet and alter products and service offerings
and assorted information. In no case will GBC be provided with
direct access, by modem or otherwise, to ICI's computer system,
other than access that is generally available to third parties
through the Internet.
o License Option. Effective upon the payment of the fees and expenses
invoiced by ICI with respect to the Deliverables, GBC will have a
nonexclusive license ("GBC Site License") to install and use the
Deliverables in machine-readable form at a single site within GBC's
organization. Pursuant to such license, GBC may make additional
copies of the Deliverables, modify, alter, enhance, update or
upgrade the Deliverables for internal use and installation by GBC.
ICI will also make available the source code version of the
Deliverables, as requested by GBC, for internal support and
maintenance purposes only. GBC agrees to treat such source code as
Confidential Information of ICI. In the event GBC exercises its
option, GBC may at its sole discretion modify, alter, enhance,
update or upgrade such source code, and is cautioned that migrating
the Deliverables to a GBC platform may disrupt or impair the
functioning of the Deliverables. In the event GBC does migrate the
Deliverables, ICI will, unless otherwise agreed in advance, provide
technical support assistance during such migration on a follow-on or
additional work basis. GBC will be solely responsible for obtaining
any third-party licenses required to have full functionality of the
Deliverables at GBC's site.
o Suspension of Licenses. The GBC License, option for the GBC Site
License, and/or GBC Site License will be suspended automatically
upon non-payment by GBC of the any fees invoiced by ICI in
accordance with this Agreement. Suspension of the GBC License,
option for the GBC Site License, and/or GBC Site License will not
relieve GBC of its payment obligations to ICI.
o GBC Property. All right, title, and interest in and to any graphics
uniquely associated with GBC, data relating to GBC's business, and
data collected by GBC through the Web Site are and will remain or
become the property of GBC.
o Trademarks. Each party will retain full and exclusive right and
control over its Trademarks. Neither party is granted any rights to
own or use the Trademarks of the other party and nothing in this
Agreement will be deemed to grant either party any right, title, or
interest in the Trademarks of the other. To the extent a party
obtains any rights in the Trademarks of the other, that party agrees
to assign, and upon obtaining such rights, automatically assigns the
rights back to the other without the necessity of any further
consideration.
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o Third Party Interest. GBC's interest in and obligations with respect
to any programming, materials, or data to be obtained from
third-party vendors, whether or not obtained with the assistance of
ICI, will be determined in accordance with the agreements and
policies of such vendors.
6. Confidentiality.
o GBC Acknowledgment. GBC acknowledges that in order to perform the
services called for in this Agreement, it will be necessary for ICI
to disclose to GBC certain Confidential Information that has been
developed by ICI at great expense and that has required considerable
effort on the part of skilled professionals. GBC further
acknowledges that the Deliverables will necessarily incorporate such
Confidential Information.
o ICI Acknowledgment. ICI acknowledges that customer data provided or
collected by GBC represents Confidential Information of GBC.
o Duty to Keep Confidential. Each party agrees not to disclose,
transfer, use, copy, or allow access to any Confidential Information
of the other party except as provided under this Agreement. In no
event will either party disclose Confidential Information of the
other party to any competitors of the disclosing party.
o Limitation. Neither party will have an obligation of confidentiality
with respect to any portion of the Confidential Information of the
other party that: (1) the receiving party can establish with
documentary evidence that it independently knew or developed without
using information obtained from the disclosing party; (2) the
receiving party lawfully obtained from a third party under no
obligation of confidentiality; or (3) became available to the public
other than as a result of an act or omission of the receiving party
or any of its employees, agents, representatives, or contractors.
7. Web Page Content. GBC will have sole responsibility for all content in
its Web Pages and for all information or data disseminated thereby.
o Responsibility for Images. GBC accepts final responsibility, except
for ICI's development credit, for the selection and use of all
creative, audiovisual, and personal works and images, including
graphics, text, formats, characters, icons, information, data, sound
recordings, links, and Trademarks (collectively, the "Images"),
which are included in any Web Pages.
o Responsibility for Disclaimers. GBC will have the sole right and
responsibility, except for in connection with ICI's development
credit, to determine the scope of copyright notices, Trademark
notices, date of release warnings that information may not be kept
up-to-date, content disclaimers and limitations of liability,
statements of policy regarding permitted uses, instructions for
contacting GBC if additional use is sought, and warranty disclaimers
for offered goods and services (collectively, the "Disclaimers"),
included at its Web Site
o Approval by GBC. ICI agrees not to make GBC's Web Pages accessible
to the public until after they are approved by GBC. Following such
approval, ICI agrees not to modify GBC's Web Site (except for
routine or technical modifications such as spelling corrections or
link changes) without approval of GBC.
o Right of Refusal. ICI reserves the right, in its sole discretion, to
refuse to include in any Web Page created under this Agreement any
content that ICI, in its sole discretion, deems inappropriate or
suspect under applicable laws or community standards. This includes,
without limitation, copyright infringement, material legally judged
threatening or obscene or material protected by trade secret or
other Intellectual Property Right. However, it is expressly
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acknowledged that ICI is a service technician only, and not an
editor, manager, or publisher, of any features, contributions, or
content selected, used, or approved by GBC. ICI has, and can be
expected to exercise, no control over such matters. ICI specifically
denies any responsibility for screening, policing, editing, or
monitoring such content.
o Development Credit. ICI may place its own Trademarks on the home
page of the Web Site designed or developed under this Agreement so
as to identify ICI's work on such Web Page, along with any
disclaimer ICI or its legal counsel deems necessary or advisable. In
addition, ICI may include hypertext links from the initial home page
of the Web Site created hereunder to ICI's Web Site and home page.
8. Web Site Hosting. ICI will provide Web Site hosting services in
accordance with the Initial Work Order, the Use and Maintenance
Agreement, and any Additional Work Orders entered into by the parties.
ICI's hosting standards will conform to applicable industry standards.
o Traffic Reporting. ICI will configure its web servers to capture
standard visitor log information needed to provide reports to GBC in
accordance with the Initial Work Order, the Maintenance Agreement,
and any Additional Work Orders entered into by the parties. At GBC's
request, ICI can help interpret the reports and make recommendations
to GBC based on the reports.
o Credit Card Clearing and Authorization All credit card, bank and
other financial institutions and agencies used in connection with
the Web Site to authorize, clear, or otherwise approve user
transactions will be directed by the developed software, the credit
card clearing and authorizations will be directed by ICI for three
years from the date of this contract. If GBC continues to contract
with the clearing or authorizing company utilized by ICI's software
solutions under this contract, the clearing and authorization
transactions will continue to be represented by ICI.
o Security. ICI will take all reasonable measures to prevent
unauthorized access to GBC's Web Site, any database or other
sensitive material generated from or used in connection with the Web
Site. ICI will notify GBC of any known security breaches or
vulnerabilities.
o Suspension of Hosting Services. ICI reserves the right at any time
without notice to GBC to suspend or terminate hosting services for
the Web Site or remove one or more Web Pages if ICI becomes aware of
or reasonably suspects inappropriate use, display, or transmission
of information on or from the Web Site.
9. Indemnification.
o Indemnification of ICI. GBC, at its own expense, will defend,
indemnify, and hold harmless ICI, its agents, affiliates,
successors, and assigns with respect to any claim or action brought
against ICI, its agents, affiliates, successors, and assigns arising
out of or in connection with the operation, condition, or content,
including without limitation Images and Disclaimers, of GBC's Web
Pages or Web Site, any use of Internet facilities conducted or
permitted by GBC, the conduct of any business, advertising,
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marketing, or sales in connection therewith, any breach of warranty,
and any negligent or illegal act or omission of GBC or any of its
agents, contractors, servants, employees, or other users or
accesses. ICI will promptly notify GBC of any such claim, will
provide reasonable assistance in connection with the defense and/or
settlement thereof, and will permit GBC to control the defense
and/or settlement thereof.
o Indemnification of GBC. ICI represents that to the best of its
knowledge, all software included in the Deliverables, except for
that for which GBC is responsible, do not infringe any Intellectual
Property Rights of any third party, nor has any claim of such
infringement been threatened or asserted against ICI. ICI agrees, at
its own expense, to defend, indemnify and hold harmless GBC and its
employees and agents from and against any and all claims, actions,
damages, and other liabilities caused by or arising from any known
infringements by the software in the Deliverables. GBC will promptly
notify ICI of any infringement claim for which GBC is seeking
indemnification, will provide reasonable assistance in connection
with the defense and/or settlement thereof, and will permit ICI to
control the defense and/or settlement thereof.
10. Warranty.
10.1 GBC Warranties.
o Web Page Content. GBC represents and warrants that GBC is authorized
and has the right: (1) to provide the product or services to be
advertised; and (2) to use any copy, illustration, personal or
corporate name, copyrighted material, graphic or pictorial
reproduction, Trademarks, endorsements, language, links, Images,
Disclaimers, and any additional content or items used in the Web
Site.
o Indemnification Funding. GBC represents and warrants that to the
extent it is not sufficiently capitalized at any time to itself
fully and completely bear the cost of defending and indemnifying ICI
as required by Section 9.1 of this Agreement, it will maintain
insurance to provide any additional funding necessary to fully and
completely defend and indemnify ICI.
10.2 ICI Warranties.
o Performance of Services. Services provided by ICI hereunder will be
performed in a professional and workmanlike manner and will
substantially conform with the description of services set forth in
the Initial Work Order, the Use and Maintenance Agreement, and any
Additional Work Orders entered into by the parties.
o Year 2000 Warranty. ICI represents and warrants that the
Deliverables will be Year 2000 Compliant.
o Exclusions. EXCEPT AS PROVIDED IN THIS PARAGRAPH, ALL SERVICES AND
DELIVERABLES ARE PROVIDED BY ICI WITHOUT WARRANTY OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL ICI BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF
PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE
ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF SUCH
PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
o Limitation of Liability. In no event will ICI be liable to GBC for
any amount in excess of the fees actually paid by GBC to ICI for
services provided hereunder. The foregoing limitation includes and
applies to, without limitation, any liability arising out of the
performance or failure to perform of any hardware, software, or
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Internet connection, from any errors, omissions, interruptions in or
failure to provide Internet service; from interruptions in Web Page
availability; from the consequences of computer viruses transferred
over the Internet or otherwise; or from communication line failure,
breach of security due to use of the Internet, or any loss of
information or confidentiality due thereto.
11. Term and Termination.
o Term. This Agreement will commence on the Effective Date and will
continue until terminated by either party. ICI or GBC may each
terminate this Agreement, with or without cause, at any time upon
thirty- (30) days' prior notice. If the Agreement is terminated by
ICI before the completion of any work offsetting to an Initial
Payment, ICI will refund to GBC the amounts corresponding to work
not yet performed.
o Licenses. The GBC License, option for the GBC Site License, and/or
GBC Site License will automatically terminate upon termination of
this Agreement.
o Survival. Those rights and obligations which by their nature are
intended to survive expiration or termination of this Agreement
shall survive the expiration of this Agreement, including without
limitation Sections 5, 6, 9, 10, 11, and 12.
12. Miscellaneous Provisions.
o No Agency. The parties are independent contractors, and nothing in
this Agreement will be construed to create any employment, agency,
franchise, joint venture, partnership, or other similar legal
relationship between the parties. Neither party is granted any
authority under this Agreement to enter into agreements of any kind
on behalf of the other party, or to bind or obligate the other party
in any manner to any third party.
o No Conflict of Interest. Each party represents and warrants that it
has full power and authority to undertake its obligations under this
Agreement, and that it has not entered into any other agreement, nor
will it enter into any other agreement, that would render it
incapable of satisfactorily performing its obligations hereunder or
that would place it in a position of conflict of interest or be
inconsistent with its obligations hereunder.
o No Assignment. Each party represents that it is acting on its own
behalf and is not acting as an agent for or on behalf of any third
party, and further agrees that it may not assign its rights or
obligations under this Agreement without prior written consent of
the other party. Any attempt by one party to assign, delegate, or
otherwise transfer this Agreement in violation of this section will
be void.
o Notice. Any notice, approval, or other communication required or
permitted under this Agreement between the parties will be given in
writing and will be sent by telex, telefax, electronic mail, or
airmail, postage prepaid, to the address specified below or to any
other address that may be designated by prior notice. If to ICI,
00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, Attn: Xxx Xxxxx,
facsimile number (000) 000-0000. If to XXX, 000 World Trade Center
0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx; Attn.: J. Xxxxxxx Xxxx,
facsimile number 000-000-0000
o Compliance With Law. Each party agrees that it shall comply with all
applicable laws and regulations of local, state, and federal
governmental bodies or agencies in its performance under this
Agreement.
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o Governing Law. THIS AGREEMENT WILL BE INTERPRETED AND ENFORCED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, WITHOUT
REGARD TO THE CHOICE OF LAW RULES, STATUTES, OR REGULATIONS OF THIS
OR ANY JURISDICTION, AS THOUGH ENTERED INTO BETWEEN TEXAS RESIDENTS
AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF TEXAS.
o Jurisdiction and Venue. Suit to enforce this Agreement or any
provision thereof will be brought exclusively in the state or
federal courts located in or having jurisdiction over Dallas County,
Texas. Each party consents to jurisdiction and venue in such court
and waives any defense of forum non-conveniens, improper venue, and
lack of personal jurisdiction.
o No Waiver. Neither party shall, by mere lapse of time, without
giving notice or taking other action hereunder, be deemed to have
waived any breach by the other party of any of the provisions of
this Agreement. Further, the waiver by either party of a particular
breach of this Agreement by the other shall neither be construed as
nor constitute a continuing waiver of such breach or of other
breaches of the same or any other provision of this Agreement.
o Severability. Any holding that a provision of this Agreement is
unenforceable, in whole or in part, will not affect the validity of
the other provisions of this Agreement.
o Force Majeure. Neither party shall be in default if failure to
perform any obligation hereunder is caused solely by supervening
conditions beyond that party's reasonable control, including acts of
God, civil commotion, strikes, labor disputes, and governmental
demands or requirements.
o Scope of the Agreement. The parties hereto acknowledge that each has
read this Agreement, understands it, and agrees to be bound by its
terms. The parties further agree that this Agreement is the complete
and exclusive statement of the agreement between the parties and
supersedes all proposals (oral or written), understandings,
representations, conditions, warranties, covenants, and all other
communications between the parties relating to this subject matter.
o Amendment. This Agreement may be amended only by a subsequent
writing that specifically refers to this Agreement and that is
signed by both parties, and no other act, document, usage, or custom
shall be deemed to amend this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as set forth below:
INTEGRATED CONCEPTS, INC. XXXXXXXXX.XXX, INC.
00000 Xxxxxx Xxxx, Xxxxx 000 000-X Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000 0000 Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
By:___(signature)_____________________ By:
Title:____________________________ Title:
Date:____________________________ Date:
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