Agreement
THIS AGREEMENT, made and entered into this ____ day of August, 2000, by
and between Global Network Media, Inc., a Colorado corporation currently in good
standing (hereinafter "GNM") and Mind2Market, Inc., a Colorado corporation
currently in good standing (hereinafter ("M2M"). This Agreement sets forth the
terms and conditions under which GNM will grant to M2M exclusive rights to
certain patent-pending technology.
W I T N E S S E T H:
1. For and in consideration of the covenants and conditions herein
contained, GNM agrees to grant to M2M exclusive right and license
to make, have made, use, lease, sell, offer to sell, import, or
otherwise dispose of the patent-pending technology. M2M may grant
sublicenses if the terms and conditions of the sublicenses are
consistent with the terms and conditions of this license. The
license granted by this Agreement shall end upon the expiration
of the last Letters Patent which may issue on said patent-pending
technology and any improvements thereon. Actual ownership of the
technology and patents issued and all other rights pertaining
thereto shall be retained by either GNM or James R. Clark. Said
patent-pending technology is described as follows:
a. Copy-protected Internet Distribution System;
b. Personal Computer Secured Internet Device; and
c. Secured Internet Media Player.
GNM represents that the technology described by and included in
the combination of these pending patents is important for a
secured internet distribution system expressly made for the
transfer of digital media files. GNM further represents that it
has obtained the exclusive rights and license to use the pending
patents from James R. Clark pursuant to an agreement with him and
has the right to transfer these rights to use and license this
technology to M2M. It is understood by M2M that the system is in
conceptual stage and a working demonstration system has not been
developed. It is further understood by M2M that GNM will finalize
the development of the working demonstration system and setup the
completed working system at M2M expense and GNM will deliver the
system to M2M for sale of the completed system and service to
potential M2M customers. GNM agrees to complete the working
system within 6 months of receiving the initial Five Million
dollars ($5,000,000) of funding allocated for the development of
the system.
2. In exchange for said rights as described above, M2M agrees to
provide GNM with the following: Twenty-Three Million, Seven
Hundred Forty Thousand and no/100 (23,740,000) shares of common
stock in M2M; and
3. M2M shall pay all fees, costs, and expenses associated with the
filing, prosecution and the perfection of the patent application
process and any related improvements and spin-offs.
Agreement - Page 1 of 5
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4. M2M shall exploit the technology in good faith and in accordance
with the usual business customs of the industry.
5. M2M, at its own cost and expense, shall defend all infringement
suits that may be brought against it or GNM or Clark on account
of the manufacture, use, importation or sale of the technology.
If M2M learns that others are unlawfully infringing on the rights
granted in this Agreement, M2M shall diligently prosecute any
infringer at its own cost and expense. In connection with such
suits, GNM and Clark, at M2M's cost and expense and at M2M's
request, shall give evidence and execute such documents as M2M
may reasonably require.
6. All rights transferred to M2M pursuant to this Agreement shall
immediately revert to GNM in the event that a voluntary or
involuntary petition for Chapter 7 protection under the
Bankruptcy Laws of the United States is filed with any United
States Bankruptcy Court. Any compensation paid to GNM in any form
shall be retained by GNM.
7. M2M may not transfer, license or assign to any third party,
including any assignment for the benefit of creditors, any of the
rights to the patent-pending technology described above without
the express written approval of GNM and Clark prior to any such
transfer, license or assignment.
8. If M2M disperses, dissolves, or for any reason ceases to exist,
said patent-pending technology rights granted pursuant to this
Agreement shall immediately revert to GNM and GNM shall retain
all stock and sums of money paid.
9. If either party to this Agreement defaults by failing to adhere
to any of the terms and conditions contained herein, the injured
party shall notify the defaulting party in writing and send such
notice to the defaulting party via certified mail, at the address
set forth herein, specifying each such default. If any default is
not cured within thirty (30) days of receipt of such notice, and
the default party to this Agreement is M2M, all rights to the
patent-pending technology described above shall immediately
revert to GNM, and GNM shall retain all stock and sums of money
paid. If the default party is GNM, M2M will have the right to
take control of the technology from GNM and hire at M2M cost
additional experts in the proposed field to complete the proposed
system. The failure by either party to enforce any provision
herein shall not be construed as a waiver of any of the terms and
conditions contained herein.
10. Any notice required to be served which is mailed and addressed
and sent by certified mail by one party to the other, shall be
deemed served and conclusively presumed to have been received
five (5) days after the date it is mailed. A party may, by notice
given as herein provided and served upon the other party, change
the address for notices to be sent to such party. The current
addresses for such notification are as follows:
GNM M2M
--------- ---
Global Network Media, Inc. Mind2Market, Inc.
777 S. Wadsworth Blvd., Suite B1-200 1625 Abilene Drive
Lakewood, CO 80226 Broomfield, CO 80020
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11. The parties hereto are solely responsible for ensuring that all
rules, regulations and requirements of the United States
Securities Exchange Commission are met.
12. This Agreement shall inure to the benefit of and be binding upon
the respective parties hereto, and their respective heirs,
executors, administrators, assigns, personal representatives, and
successors in interest.
13. In the event either party is in default of the terms or
conditions of this Agreement, and legal action is initiated or
suit be entered as a result of such default, the prevailing party
shall be entitled to recover all costs incurred as a result of
such default including reasonable attorney fees, expenses and
court costs through trial, appeal, and to final disposition.
14. All prior agreements and negotiations between the parties are
superseded and merged into this Agreement.
15. Time is hereby expressly made of the essence in this Agreement
with respect to the performance by the parties of their
respective obligations hereunder.
16. Each party and its counsel have participated fully in the review
and revision of this Agreement. Any rule of construction to the
effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Agreement.
17. M2M shall provide One Hundred Thousand dollars ($100,000) from
its initial One Million dollar ($1,000,000) round of funding,
subsequent to the execution of this agreement, for the
manufacturing, marketing, management, customer service and
continued development of the Emergency Signal Balloon (ESB)
product(s). M2M shall make available additional funds as deemed
reasonable and necessary by the M2M Board of Directors, for
promoting sales of the ESB product line. If M2M has not provided
the aforementioned $100,000 level of funding after a period of
six months from the date of the receipt of the initial One
Million dollars in funding, or if M2M has not provided the
additional reasonable and necessary funds to promote the sale of
the ESB product line within 6 months of receipt of the additional
funding necessary for developing the Copy Protected Internet
Distribution System associated with the Personal Computer Secured
Internet Device (about Twelve Million dollars), the original
principals of M2M shall have the right to remove the rights to
the ESB product line from M2M, including any applicable patents,
tooling, inventory, records, customer lists, sales and marketing
materials and any other materials directly relevant to the
Emergency Signal Balloon product line, said rights to be placed
into another entity of their choosing. If this right is
exercised, all royalty agreements and other liabilities directly
associated with the ESB product line are also transferred to and
accepted by the new entity. In this event, M2M will have no
further claim to the ESB product line or any revenues generated
therefrom, regardless of their source.
18. This Agreement encompasses the entire agreement between the
parties as to the rights to the patent-pending technology
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described above, and the parties agree that any verbal statements
not contained within this Agreement are not legally binding upon
the parties. This Agreement supersedes all previous agreements.
19. This Agreement may be modified or amended provided such
modifications or amendments are made only by an instrument in
writing signed by the parties.
20. No waiver of any provision or condition of this Agreement shall
be valid unless executed in accordance with paragraph 15 above,
and then only to the extent specified in such waiver. No waiver
of any provision or condition of this Agreement shall be
construed as a waiver of any other provision or condition of this
Agreement, and no present waiver of any provision or condition of
this Agreement shall be construed as a future waiver of such
provision or condition.
21. The failure of either party, at any time, to require any such
performance by any other party shall not be construed as a waiver
of such right to require such performance, and shall in no way
affect such party's right to require such performance and shall
in no way affect such party's right subsequently to require a
full performance hereunder.
22. THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED
AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF
COLORADO FOR WHICH THE COURTS IN DENVER, COLORADO SHALL HAVE
JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR
CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE.
MIND2MARKET, INC. GLOBAL NETWORK MEDIA, INC.
/s/ Ronald Powell /s/ James Clark
By ------------------------------------ By ----------------------------------
President President
Its: ---------------------------------- Its ---------------------------------
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State of Colorado )
) ss.
County of Adams )
On this 7th day of August, 2000, before me, a Notary Public in and for said
State, personally appeared Ronald Powell known or proved to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that (s)he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/
---------------------------------------
Notary Public for the State of _______________
Residing in ______________________________
My commission expires ____________________
State of Colorado )
) ss.
County of Adams )
On this 7th day of August, 2000, before me, a Notary Public in and for said
State, personally appeared James Clark known or proved to me to be the
___________________________ whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same in said corporation
name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/
---------------------------------------
Notary Public for the State of _______________
Residing in ______________________________
My commission expires ____________________
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