AGREEMENT
THIS AGREEMENT dated for reference the 14 day of July, 1999.
BETWEEN:
XXX XXXXX dba NUTRIVISUALS, a businesswoman, with an
address of P.O. Box 1367, 0000 Xxx Xxxxxx Xxxx Xxxx,
Xxxxxxx Xxxxxxx, Xxxxxxxxxx, 00000
("Xxxxx")
AND:
GLOBALNETCARE, INC., a corporation incorporated under the
laws of the State of Florida with an office at Suite 950, 2000
XxXxxx College, Xxxxxxxx, Xxxxxx, X0X 0X0
("GlobalNetCare")
WITNESSES THAT WHEREAS:
A. GlobalNetCare is in the business of operating a healthcare website
(XxxxxxXxxXxxx.xxx) on the electronic internet and World-Wide Web (the
"Internet") to provide users with, among other things, individualized
information, advice and support with respect to various health issues;
X. Xxxxx owns the exclusive rights to certain photographic slide
programs containing pictures, script, graphs, recipes, worksheets, references
and other information regarding food, nutrition and general health (the "Slide
Programs") which Xxxxx uses as part of a teaching program on nutrition and
general health; and
X. Xxxxx has agreed to sell and GlobalNetCare has agreed to purchase the
exclusive rights to use and display the Slide Programs on the Internet on the
terms and conditions provided in this Agreement;
THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties hereto
covenant and agree as follows:
1. Subject to the terms and conditions of this Agreement, Xxxxx hereby
grants to GlobalNetCare the exclusive world-wide royalty-free licence (the
"License") to use and display on the Internet the Slide Programs, as listed in
Schedule "A" hereto and incorporated herein by reference.
2. In connection with the License, Xxxxx hereby agrees to provide to
GlobalNetCare prior to the Closing, one original copy and two duplicate copies
of the Slide Programs. "Closing" shall occur within fifteen (15) days of the
execution of this Agreement by each party delivering the Slide Program and the
Shares, as applicable, to the address set out below.
3. Xxxxx warrants and represents to GlobalNetCare that the Slide
Programs, except for those slides listed in Schedule "B" hereto and incorporated
herein by reference, are original works prepared solely by Xxxxx and do not
infringe the copyright or other intellectual property rights of any other party.
4. GlobalNetCare agrees that Xxxxx will retain the world-wide right to
enter into agreements to sell the Slide Programs, in slide, video and/or CD-ROM
format, to third parties provided that such agreements specifically exclude any
and all rights to use and/or display the Slide Programs and slide transfer
images used in corresponding videos on the Internet.
5. Notwithstanding the License, GlobalNetCare agrees that Xxxxx will
retain the right to display a limited portion of the Slide Programs, as mutually
agreed upon in writing by the parties in advance, on Xxxxx'x website
(xxx.XxxxxXxxxxxx.xxx) on the Internet exclusively for the purpose of
advertising and promoting the sale of the Slide Programs. For the purposes of
this paragraph 5, Xxxxx shall provide written notice to GlobalNetCare requesting
consent to display any Slide Programs or any new slides or slide programs on
Xxxxx'x website and GlobalNetCare shall respond to such notice within three (3)
days of receipt of such notice.
6. Xxxxx grants to GlobalNetCare a right of first refusal (the "Right of
First Refusal") to purchase the exclusive world-wide right to use and display on
the Internet any additional or new slide images containing pictures, script,
graphs, recipes, worksheets, references and/or other information regarding food,
nutrition and general health (the "New Slides"). GlobalNetCare agrees to pay to
Xxxxx a purchase price to be negotiated; provided that such purchase price does
not exceed US$500.00 per New Slide for the first two years from the date of this
Agreement.
7. In connection with the Right of First Refusal, Xxxxx agrees to
provide written notification (the "Notice") to GlobalNetCare of each New Slide
within ten (10) days of the production or acquisition of each New Slide.
GlobalNetCare shall provide to Xxxxx, within ten (10) days of receipt of the
Notice, written notification of GlobalNetCare's decision to exercise the Right
of First Refusal in connection with each New Slide.
8. All payments payable by GlobalNetCare to Xxxxx in connection with the
Right of First Refusal shall be payable in cash or, at the election of
GlobalNetCare and subject to the approval if necessary of the regulatory
authorities, in whole or in part in common shares in the capital of
GlobalNetCare, issued at the 10 day average closing price (for the 10 days prior
to GlobalNetCare's election) of GlobalNetCare's common shares on any stock
exchange or quotation system upon which GlobalNetCare's common shares are listed
for trading.
9. In consideration of the License, GlobalNetCare shall issue to Xxxxx,
as fully paid and non-assessable, thirty five thousand seven hundred and fifty
(35,750) common shares in the capital of GlobalNetCare (the "Shares") at a
deemed price of US$2.80 per Share. The share certificates representing the
Shares will be delivered by GlobalNetCare to Xxxxx at the Closing. Xxxxx agrees
to execute any and all subscriptions and other documents considered necessary by
counsel for GlobalNetCare.
10. Xxxxx shall hold harmless and indemnify GlobalNetCare, its successors
and assigns, from and against any and all liabilities, costs, damages, expenses
and lawyers' fees resulting from or attributable to the Slide Programs and the
New Slides.
11. This Agreement shall be effective immediately and shall, subject to
earlier termination as provided herein, continue for an indefinite term.
12. The License shall continue for a term of 30 years; provided that the
License shall terminate and all the rights to use and display on the Internet
the Slide Programs shall revert back to Xxxxx if:
(a) GlobalNetCare becomes insolvent or makes a general assignment for
the benefit of creditors or if a petition in bankruptcy is filed
against GlobalNetCare or if GlobalNetCare is adjudged bankrupt or
insolvent;
(b) a receiver or other custodian of GlobalNetCare is appointed by any
instrument or by a court of competent jurisdiction or if any
proceeding for a compromise with creditors is instituted by or
against GlobalNetCare or if the assets of GlobalNetCare are sold
or levied by any order of any court, administrative body, tribunal
or similar authority; or
(c) upon any other proceedings in bankruptcy, receivership,
dissolution or liquidation being instituted against GlobalNetCare
and continuing for thirty (30) days without being dismissed or
upon GlobalNetCare otherwise ceasing to exist.
13. Each party shall at any time, and from time to time hereafter, take
any and all steps and execute, acknowledge and deliver to the other party any
and all further deeds, instruments and assurances that the other party may
reasonably require for the purpose of giving full force and effect to the
provisions of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
15. This Agreement all matters arising thereunder shall be construed
under and governed by the laws of the Province of Quebec and the laws of Canada
applicable therein.
16. If any provision contained herein is determined to be void or
unenforceable in whole or in part, it is to that extent deemed omitted. The
remaining provisions shall not be affected in any way.
17. This Agreement shall not be amended or otherwise modified except by
a written notice of even date herewith or subsequent hereto signed by both
parties.
18. All notices, requests and communications required or permitted
hereunder shall be in writing and shall be sufficiently given and deemed to have
been received upon personal delivery or, if mailed, upon the first to occur of
actual receipt or forty-eight (48) hours after being placed in the mail, postage
prepaid, registered or certified mail, return receipt requested, respectively
addressed to the Doctor or GlobalNetCare as follows:
Xxxxx:
XXX XXXXX
P.O. Box 1367, 0000 Xxx Xxxxxx Xxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxxxx, 00000
Fax Number: (000)-000-0000
GlobalNetCare:
GLOBALNETCARE, INC.
Xxxxx 000, 0000 XxXxxx Xxxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0
Fax: (000)-000-0000
Attention: The President
or such other address as may be specified in writing to the other party, but
notice of a change of address shall be effective only upon the actual receipt.
19. Time is of the essence.
20. The provisions herein contained constitute the entire agreement
between the parties and supersede all previous understandings, communications,
representations and agreements, whether written or verbal, between the parties
with respect to the subject matter of this Agreement.
21. This Agreement may be executed in several counter-parts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument.
22. Delivery of an executed copy of this Agreement by electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy will be deemed to be execution and delivery of this
Agreement as of the day and year first above written.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED by )
XXX XXXXX in the presence of: )
)
)
----------------------------------- )
Name )
) /S/ Xxx Xxxxx
----------------------------------- ) --------------------------
Address ) XXX XXXXX
)
----------------------------------- )
)
----------------------------------- )
Occupation )
GLOBALNETCARE, INC.
Per: "Signed"
------------------------------
Authorized Signatory
SCHEDULE "A"
LIST OF SLIDES
1. Nutrition and Your Heart
(160 slides, keyed script and recipes)
2. Lean Life Food Slides
(80 slides, script and recipes)
3. Pros, Carbs and Fats
(60 slides, scrip, recipes and worksheet)
4. New Exchanges
(100 slides, script, recipes and worksheet)
5. Phytochemicals
(100 slides, scrip, recipes and references)
6. Carbohydrate Counting
(48 slides, keyed script and worksheet)
SCHEDULE "B"
LIST OF EXCLUDED SLIDES
1. #4 "Tomatoes On Vine"
2. #20 "Tofu Cheesecake"
3. #21 "Tofu Salad"
4. #26 "Soy Milkshakes"
5. #27 "Stir-Fry with Tofu"
6. #30 "Tomatoes in Bushel Basket"
7. #35 "Cioppino"
8. #47 "Almond Onion Soup"
9. #A-7 "Blocked Artery"
