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EXHIBIT 10.6
ENMAX CORPORATION PURCHASE ORDER
"Putting information technology to work"
4190 S. Highland Dr., Suite 210
Salt Lake City, UT 84124
801-424-0200, 801-424-0300 fax
ORDERED BY: Purchase Order Number: 11/7014
ENMAX Corporation
4190 S. Highland Dr. Date Issued
SUITE 210 7/31/00
Salt lake City, UT 84124
To: Ship To:
iNetz EnMax.com
56 East Broadway 380 King Street
Suite 300 Layton, UTAH 84041
Salt Lake City, UT 84111 (801) 547-1551 Fax (801) 547-1881
<TABLE>
<CAPTION>
Good Thru Ship Via Account No. Terms
--------- --------------- --------------- -----------
<S> <C> <C> <C>
3/80/00 Web Development Web Development Net 30 Days
</TABLE>
<TABLE>
<CAPTION>
Item Description Quantity Unit Price Extension
------ --------------------------------------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
web development for EnvironMax IPO, Dutch 1.00 10000000 100,000.00
auction, to be completed by August 28,
Enmax has all rights to development, pmt
due 60 days after completion jc
Inetz will also receive 10,000 shares of
unrestricted common shares upon completion.
Jc
------ --------------------------------------------- ----------- ----------- ---------------
TOTAL $100,000.00
----------- ---------------
</TABLE>
Authorized Signature /s/ CHARLES MEREDITH
-----------------------------------
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WEB SITE DEVELOPMENT AND LICENSING AGREEMENT
This WEB SITE DEVELOPMENT AND LICENSING AGREEMENT (the "Agreement") is
made and entered into as of the _____ day of _________, 20__ (the "Effective
Date"), by and between iNetz, a Utah corporation with offices at 675 South 400
East, Salt Lake City, UT 84111 ("iNetz") and __________________, a
_______________ corporation with offices at
_____________________________________ ("Client").
WITNESSETH
WHEREAS, iNetz is in the business of offering Internet services relating
to, among other things, development of Internet Web Sites, and is willing to
provide services to Client on the terms and subject to the conditions set forth
below; and
WHEREAS, Client desires to engage iNetz, and iNetz desires to be engaged
by Client, to provide Internet services on the terms and subject to the
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, iNetz and Client (collectively, the "Parties") hereby agree as follows:
1. INETZ SERVICES
iNetz agrees to provide Client with services for development of an
Internet Web site or Internet Related Services (the "Web Site") as may be set
forth or described in the initial bid or quotation document ("Specifications
Agreement") (the "Web Site Services") and to provide Client with additional
services, if any, as may be set forth or described in the Specifications
Agreement hereto and mutually agreed-upon in writing by the Parties (the
"Additional Services"). Obligations of iNetz, if any, to provide ongoing
maintenance tasks for the Web Site shall be set forth and included as part of
Additional Services hereto ("Maintenance"). (The Web Site Services and the
Additional Services are hereinafter referred to collectively as the "Services.")
Client agrees that iNetz is responsible only for providing the Services, and
iNetz is not responsible for providing any services or performing any tasks not
specifically set forth in the Specifications Agreement.
2. WEB SITE DEVELOPMENT AND TRANSFER
2.1 SPECIFICATIONS AND CLIENT CONTENT
iNetz, in consultation with Client, shall prepare detailed written
specifications for the Web Site (the "Specifications"). The Specifications shall
consist of, among other things, a design for the Web Site, a flow-chart of the
pages for the Web Site, programming and interactive feature requirements, and
the placement of any content or other materials which are to be incorporated
into the Web Site. If the Parties are unable to agree in writing to mutually
acceptable Specifications, after using good faith efforts, on or before one
hundred twenty (120) days after the Effective Date, either party may terminate
this Agreement by providing written notice to the other party. Such termination
shall not relieve Client from the obligation of paying iNetz for all fees
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due and owing iNetz as of the date of such termination, whether or not these
fees have been invoiced.
2.2 DELIVERY OF CLIENT CONTENT
"Client Content" shall mean any materials provided by Client or created
by iNetz specifically for Client for incorporation in the Web Site, including,
but not limited to, any lists, libraries, databases, software files, including,
but not limited to all HTML (hyper text markup language) graphic files, images,
photographs, illustrations, graphics, audio clips, video clips or text. Client
shall deliver the Client Content to iNetz in a format specified and accessible
by iNetz (e.g., electronic format such as .txt, .gif) as may be specified in the
Specifications. Any services required to convert or input Client Content not set
forth in the Specifications shall be charged as Additional Services. iNetz will
not be liable for copyright, patent, trademark, intellectual property or
publishing right disputes or infringements arising out of or concerning
materials submitted to iNetz for inclusion on the Web Site. Client shall
promptly deliver all Client Content to iNetz as required by iNetz.
2.3 INITIAL VERSION
Upon completion of mutually agreeable Specifications, and upon iNetz'
receipt of the Client Content and any fees called for in the Specifications
Agreement, iNetz shall commence tasks associated with the development of the
initial version of the Web Site ("initial Version") and notify the Client of the
URL (Uniform Resource Locator) or other address of the Initial Version. iNetz
shall use combinations of technology as iNetz, in consultation with the Client,
deems appropriate to develop the Web Site.
2.4 REVISIONS
Upon receipt of a request for a revision, iNetz shall use commercially
reasonable efforts to implement such revision requests that are within the scope
of, and consistent with, the Specifications. If Client wishes to implement any
revisions to the Web Site that deviate in any material respect from the
Specifications, such change shall be subject to such additional charges as are
quated by iNetz and agreed upon by the Parties. If Client accepts iNetz'
proposal to undertake the work necessitated by the request for revision, then
such revisions, as supplemented and/or modified by iNetz' proposal, shall amend
and become a part of the Specifications and the Fee and Payment Schedule, and
iNetz shall proceed to implement such revisions in accordance with the
Specifications as so modified. If (i) Client has not made any requests for
revisions by the end of thirty (30) days from the date of written notice of
completion of the Initial Version from iNetz, or by such time as otherwise
agreed by the Parties in writing, or (ii) upon completion of implementation of
such requests which were mutually agreed upon by the Parties under the revised
Specifications, the Web Site shall be deemed accepted by Client ("Acceptance").
2.4 TRANSFER
Upon Acceptance of the Web Site and payment of all fees outlined in
accepted the Specifications Agreement, iNetz shall transfer the Web Site to an
iNetz server or a client's
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designated third party contractor, identified on the Specifications Agreement,
through which the Web Site may be accessed via the World Wide Web portion of the
Internet (the "Host Server").
2.4 WORK ORDER FORMS
Subsequent to the execution of this Agreement by the Parties, in the
event iNetz and Client agree that if iNetz is to perform additional tasks not in
the original scope of Services hereunder, then the Parties shall execute a work
order form (each an "Order Form") which shall be incorporated into and shall
become a part of this Agreement and shall be subject to the terms and conditions
hereof.
3. PROPRIETARY RIGHTS
3.1 PROPRIETARY RIGHTS OF CLIENT
As between Client and iNetz, Client Content shall remain the sole and
exclusive property of Client, including, without limitation, all copyrights,
trademarks, patents, trade secrets, and any other proprietary rights. Nothing in
this Agreement shall be construed to grant iNetz any ownership right in, or
license to, the Client Content, except as provided in Section 4.1 of this
Agreement.
3.2 PROPRIETARY RIGHTS OF INETZ
Subject to Client's ownership interest in Client Content, all materials,
including, but not limited, to any computer software (in object code and source
code form), script, programming code, data, (information of HTML script
developed for client or provided by iNetz or its suppliers under this Agreement
except to the extent that iNetz agrees to deliver to the Client such script upon
termination of this agreement) (with the exception of original elements of
audiovisual displays created hereunder specifically for Client, which shall be
deemed to be part of Client Content), and any trade secrets, know-how,
methodologies and processes related to iNetz' products or services, shall remain
the sole and exclusive property of iNetz, including, without limitation, all
copyrights, trademarks, patents, trade secrets, and any other proprietary rights
inherent therein and appurtenant thereto (collectively "iNetz Materials"). To
the extent, if any, that ownership of the iNetz Materials does not automatically
vest in iNetz by virtue of this Agreement or otherwise, Client hereby transfers
and assigns to iNetz all rights, title and interest which Client may have in and
to the iNetz Materials. Client acknowledges and agrees that iNetz is in the
business of designing and hosting Web sites, and that iNetz shall have the right
to provide to third parties services which are the same or similar to the
Services, and to use or otherwise exploit any iNetz Materials in providing such
services. iNetz shall retain all ownership and rights to third party software,
licenses, and services that were owned, purchased, or utilized by iNetz for the
production of client's web site.
3.3 CONFIDENTIALITY
Each party agrees that during the course of this Agreement, information
that is confidential or proprietary may be disclosed to the other party,
including, but not limited to software, technical processes and formulas, source
codes, product designs, sales, cost and other
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unpublished financial information, product and business plans, advertising
revenues, usage rates, advertising relationships, projections, and marketing
data ("Confidential Information"). Confidential Information shall not include
information that the receiving party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving party, (b) was known to the receiving party as of the
time of its disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a confidentiality
obligation to the providing party. Except as provided for in this Agreement,
each party shall not make any disclosure of the Confidential Information to
anyone other than its employees who have a need to know in connection with this
Agreement. Each party shall notify its employees of their confidentiality
obligations with respect to the Confidential Information and shall require its
employees to comply with these obligations. The confidentiality obligations of
each party and its employees shall survive the expiration or termination of this
Agreement.
3.4 INETZ NOTICES
Unless otherwise agreed to in writing by the Parties, iNetz shall have
the right to place proprietary notices of iNetz and its suppliers (including
hypertext links related thereto) on the iNetz Materials and on the Web Site,
including developer attribution and hypertext links to iNetz' web sites, and to
change or update such notices from time to time upon notice to Client. In no
event may client remove or alter any iNetz proprietary notice from the iNetz
Materials or the Web Site without iNetz' prior written consent.
4. LICENSE
4.1 GRANT OF LICENSE--CLIENT
Client hereby grants to iNetz a non-exclusive, worldwide, royalty-free
license for the Initial Term and any Renewal Term (as those terms are
hereinafter defined) to edit, modify, adapt, translate, exhibit, publish,
transmit, participate in the transfer of, reproduce, create derivative works
from, distribute, perform, display, and otherwise use Client Content as
necessary to render the Services to Client under this Agreement.
4.2 GRANT OF LICENSE--INETZ
iNetz hereby grants to Client a limited, non-exclusive, non-transferable
license solely for the Initial Term and any Renewal Term (as those terms are
hereinafter defined) and solely for Internet purposes to make use of iNetz
Materials which are incorporated in the Web Site and which are required for the
operation of the Web Site solely to operate the Web Site on the Host Server.
iNetz hereby reserves for itself all rights in and to the iNetz Materials not
expressly granted to Client in the immediately foregoing sentence. In no event
shall Client use any trademarks or service marks of iNetz without iNetz' prior
written consent. Unless otherwise agreed to in writing by iNetz, the transfer or
attempted transfer of the Web Site to any host server other than the Host Server
shall automatically terminate the foregoing license.
5. CLIENT CONTENT
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5.1 ACCURACY AND REVIEW OF CLIENT CONTENT
Client assumes sole responsibility for: (a) acquiring any
authorization(s) necessary for hypertext links to third party Web sites; and (b)
the accuracy of materials provided to iNetz, including, without limitation,
Client Content, descriptive claims, warranties, guarantees, nature of business,
and address where business is conducted; and (c) ensuring that the Client
Content does not infringe or violate any right of any third party.
5.2 LIMITATIONS ON CLIENT CONTENT
Client shall provide Client Content that does not contain any content or
materials which are obscene, threatening, malicious, which infringe on or
violate any applicable law or regulation or any proprietary, contract, moral,
privacy or other third party right, or which otherwise expose iNetz to civil or
criminal liability. Any such materials provided by Client to iNetz which do not
satisfy the foregoing requirements in this Section 5.2 shall be deemed to be a
material breach of this Agreement.
6. FEES AND TAXES
6.1 WEB SITE SERVICES FEES
In consideration for that portion of the Services to be rendered by
iNetz in connection with developing and finalizing the Specifications, Client
shall pay to iNetz, upon execution of this Agreement, the fees identified in the
Specifications Agreement. Upon Acceptance of the Specifications by Client, iNetz
and Client shall negotiate in good faith to agree on fees to be paid by Client
for the balance of the Services. Such agreed-upon fees and associated payment
schedules shall then be as follows, unless otherwise stated in the
Specifications Agreement: (i) For projects totaling $10,000 or less, 50% will be
due and payable upon the signing of the Specifications Agreement to start
production of web site; the remaining 50% of the production fee will be due and
payable upon completion of the Web Site where at that time the Web Site will be
made available to Client for on-line display. (ii) For projects in excess of
$10,000, 40% will be due and payable upon the signing of the Specifications
Agreement to start production of web site; 40% of the production fee will be due
and payable upon the completion and approval of the design stage of the
development, or upon the approval of all programming outlines if no design
services are utilized for that project, the remaining 20% of the production fees
will be due upon the completion of the project, at that time the Web Site will
be made available to Client for on-line display and usage. Client shall pay the
Fees in accordance with the applicable payment schedule set forth in Exhibit 3
hereto, provided that iNetz expressly reserves the right to change the rates
charged hereunder for the Services during any Renewal Term. In the event iNetz
and Client are unable to agree on the Fees following completion of the
Specifications and after negotiating in good faith, either Party may terminate
this Agreement upon thirty (30) days prior written notice to the other Party.
6.2 MAINTENANCE FEES
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To the extent that iNetz is to provide Maintenance, Client shall pay for
all Maintenance-related tasks on a time and materials basis, as invoiced by
iNetz, unless otherwise expressly provided in the Specifications Agreement.
6.3 OUT-OF-POCKET EXPENSES
Client shall pay, or promptly reimburse iNetz for, any out-of-pocket
expenses, including, without limitation, travel and travel-related expenses,
incurred by iNetz in connection with the performance of the Services.
6.4 ADDITIONAL SERVICES FEES
Unless otherwise agreed by the Parties in writing, Client shall pay to
iNetz all fees for Additional Services on a time and materials basis as invoiced
by iNetz. If Additional Services are estimated to take less than ten (10) hours,
then approval may be given verbally by client. All Additional Services will be
billed at iNetz current hourly rate.
6.5 LATE PAYMENT
Client shall pay to iNetz all fees not specifically itemized on the
Specifications Agreement within thirty (30) days of the date of the applicable
iNetz invoice. If Client fails to pay any fees within thirty (30) days from the
date due or within thirty (30) days from the date of an invoice, where
applicable, late charges of $15 per invoice, per month, in addition to the
greater of one point five percent (1.5%) per month or the maximum allowable
under applicable law shall also become payable by Client to iNetz. In addition,
failure of Client to fully pay any fees within sixty (60) days after the
applicable due date shall be deemed a material breach of this Agreement,
justifying suspension of the performance of the Services by iNetz, and will be
sufficient cause for immediate termination of this Agreement by iNetz. Any such
suspension does not relieve Client from paying past due fees plus interest and
in event of collection enforcement, Client shall be liable for any costs
associated with such collection, including, but not limited to, legal costs,
attorneys' fees, court costs, and collection agency fees.
7. WARRANTIES
7.1 INETZ WARRANTIES
iNetz represents and warrants that (a) iNetz has the power and authority
to enter into and perform its obligations under this Agreement, and (b) iNetz'
Services under this Agreement shall be performed in a workmanlike manner. iNetz
further represents and warrants that the Web Site will operate substantially in
accordance with the Specifications. iNetz further warrants to Client that, to
the best of iNetz' knowledge, the iNetz Materials do not and will not infringe,
or be misappropriations of, the property rights of third parties, provided,
however, that iNetz shall not be deemed to have breached such warranty to the
extent that Client or its agent(s) have modified the Web Site in any manner or
if the Web Site incorporates unauthorized third-party materials, through framing
or otherwise. iNetz shall not be responsible to Client for service interruption
due to, but not limited to, hardware failures, Client updates, power failures,
T1 connection failures, software glitches, or other circumstances beyond iNetz'
control.
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7.2 CLIENT WARRANTIES
Client represents and warrants that (a) Client has the power and
authority to enter into and perform its obligations under this Agreement, (b)
Client Content does not and shall not contain any content, materials,
advertising or services that are inaccurate or that infringe on or violate any
applicable law, regulation or right of a third party, including, without
limitation, export laws, or any proprietary, contract, moral, or privacy right
or any other third party right, and that Client owns the Client Content or
otherwise has the right to place the Client Content on the Web Site, and (c)
Client has obtained any authorization(s) necessary for hypertext links from the
Web Site to other third party Web sites.
7.3 DISCLAIMER OF WARRANTY
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, DEVELOPER
MAKES NO WARRANTIES HEREUNDER, AND DEVELOPER EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION
8.1 CLIENT
Client agrees to indemnify, defend, and hold harmless iNetz, its
directors, officers, employees and agents, and defend any action brought against
same with respect to any claim, demand, cause of action, debt or liability,
including reasonable attorneys' fees, to the extent that such action is based
upon a claim that: (i) if true, would constitute a breach of any of Client's
representations, warranties, or agreements hereunder; (ii) arises out of the
negligence or willful misconduct of Client; or (iii) any of the Client Content
to be provided by Client hereunder or other material on the Web Site infringes
or violates any rights of third parties, including, without limitation, rights
of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets
and/or licenses.
8.2 INETZ
iNetz agrees to indemnify, defend, and hold harmless Client, its
directors, officers, employees and agents, and defend any action brought against
same with respect to any claim, demand, cause of action, debt or liability,
including reasonable attorneys' fees, to the extent that such action arises out
of the gross negligence or willful misconduct of iNetz.
8.3 NOTICE
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any claim which
the indemnified party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its own expense, assist in the defense
if it so chooses, provided that the indemnifying party shall control such
defense and all negotiations relative to the settlement of any such claim and
further provided that
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any settlement intended to bind the indemnified party shall not be final without
the indemnified party's written consent, which shall not be unreasonably
withheld.
9. LIMITATION OF LIABILITY
INETZ SHALL HAVE NO LIABILITY WITH RESPECT TO INETZ' OBLIGATIONS UNDER
THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES EVEN IF INETZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY EVENT, THE LIABILITY OF INETZ TO CLIENT FOR ANY REASON AND UPON
ANY CAUSE OF ACTION SHALL BE LIMITED TO FIFTY PERCENT (50%) OF THE AMOUNT
ACTUALLY PAID TO DEVELOPER BY CLIENT UNDER THIS AGREEMENT. THIS LIMITATION
APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION,
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATIONS, AND OTHER TORTS.
10. TERMINATION AND RENEWAL
10.1 TERMINATION
In the event of a breach by either party hereto, the non-breaching party
shall have the right to notify the breaching party and demand that the breaching
party cure said breach within ten (10) days. If the breaching party does not so
cure the breach within such ten-day period, then the non-breaching party shall
have the right to terminate this Agreement upon immediate notice to the
breaching party. No such termination shall relieve the breaching party of the
obligation to pay monies due hereunder or damages arising from the breach,
whether such damages are based upon tort, contract or other forms of action.
Either party may terminate this Agreement if a bankruptcy proceeding is
instituted against the other party which is acquiesced in and not dismissed
within __________ (__) days, or results in an adjudication of bankruptcy, or the
other party materially breaches any of its representations, warranties or
obligations under this Agreement, and such breach is not cured within __________
(__) days of receipt of notice specifying the breach, except that the cure
period for failures of payment obligations shall be __________ (__) days. iNetz
may terminate this Agreement at any time and for any reason, including, without
limitation, by notifying Client in writing that the Services have been performed
in full and are completed, by providing written notice of termination to Client
and refunding a pro rata portion of fees paid by Client for Services not yet
rendered on the date of termination. Client may terminate this agreement at any
time and for any reason, provided that all fees and obligations named under this
agreement have been paid in full.
11. MISCELLANEOUS
11.1 DISCLAIMER FOR URL SUBMISSIONS
iNetz does not guarantee inclusion in any of the search engines and
directories to which a site announcement is submitted or that announcement will
be published, either electronically or in
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print, by any of the what's new lists, what's cool lists, or media sites that
receive the submission. Due to editorial control by some directories, final
listings, descriptions, categories, and time frames may differ from original
submission. iNetz search engine tips and recommendations do not guarantee
placement or placement level in a search result.
11.2 ENTIRE AGREEMENT
This Agreement and attached Schedules constitute the entire agreement
between Client and iNetz with respect to the subject matter hereof and there are
no representations, understandings or agreements which are not fully expressed
in this Agreement.
11.3 COOPERATION
The Parties acknowledge and agree that successful completion of the
Services shall require the full and mutual good faith cooperation of each of the
Parties.
11.4 INDEPENDENT CONTRACTORS
iNetz and its personnel, in performance of this Agreement, are acting as
independent contractors and not employees or agents of Client.
11.5 AMENDMENTS
No amendment, change, waiver, or discharge hereof shall be valid unless
in writing and signed by the party against which such amendment, change, waiver,
or discharge is sought to be enforced.
11.6 CLIENT IDENTIFICATION
iNetz may use the name of and identify Client as a iNetz client, in
advertising, publicity, or similar materials distributed or displayed to
prospective clients.
11.7 FORCE MAJEURE
Except for the payment of fees by Client, if the performance of any part
of this Agreement by either party is prevented, hindered, delayed or otherwise
made impracticable by reason of any flood, riot, fire, judicial or governmental
action, labor disputes, act of god or any other causes beyond the control of
either party, that party shall be excused from such to the extent that it is
prevented, hindered or delayed by such causes.
11.8 UTAH LAW
This Agreement shall be governed in all respects by the laws of the
State of Utah without regard to its conflict of laws provisions, and Client and
iNetz agree that the sole venue and jurisdiction for disputes arising from this
Agreement shall be the appropriate state or federal court located in Salt Lake
City, and Client and iNetz hereby submit to the jurisdiction of such courts.
11.9 ASSIGNMENT
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Client shall not assign, without the prior written consent of iNetz, its
rights, duties or obligations under this Agreement to any person or entity, in
whole or in part, whether by assignment, merger, transfer of assets, sale of
stock, operation of law or otherwise, and any attempt to do so shall be deemed a
material breach of this Agreement.
11.10 NOTICE
Any notice provided pursuant to this Agreement, if specified to be in
writing, shall be in writing and shall be deemed given (i) if by hand delivery,
upon receipt thereof, (ii) if by mail, __________ (__) days after deposit in the
United States mails, postage prepaid, certified mail, return receipt requested,
(iii) if by facsimile transmission, upon electronic confirmation thereof, or
(iv) if by next day delivery service, upon such delivery. All notices shall be
addressed as follows (or such other address as either party may in the future
specify in writing to the other):
<TABLE>
<S> <C>
In the case of iNetz: In the case of Client:
iNetz Media Group, Inc. Enmax
675 South 400 East 4190 South Highland Dr.
Salt Lake City, UT 84111 Salt Lake City, UT 84124
Attention: Chief Operating Officer Attention: Robert Craig
</TABLE>
11.11 WAIVER
The waiver of failure of either party to exercise any right in any
respect provided for herein shall not be deemed a waiver of any further right
hereunder.
11.12 SEVERABILITY
If any provision of this Agreement is determined to be invalid under any
applicable statute or rule of law, it is to that extent to be deemed omitted,
and the balance of the Agreement shall remain enforceable.
11.13 COVENANT NOT TO HIRE
Client agrees not to solicit employment to any employees or full time
consultants of iNetz, directly or through another agency or company, including
but not limited to affiliates, partner companies, alliance companies or
recruiting agencies. Client agrees to pay damages to iNetz if any such
solicitation is encountered.
11.14 HEADINGS
The section headings used herein are for reference and convenience only
and shall not enter into the interpretation hereof.
11.15 APPROVALS AND SIMILAR ACTIONS
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Where agreement, approval, acceptance, consent or similar action by
either party hereto is required by any provision of this Agreement, such action
shall not be unreasonably delayed or withheld.
11.16 SURVIVAL
All provisions of this Agreement relating to Client warranties,
confidentiality, non-disclosure, proprietary rights, limitation of liability,
covenants not to hire, Client indemnification obligations and payment
obligations shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
CLIENT INETZ MEDIA GROUP, INC.
By: By:
------------------------------ -------------------------------------
(Signature) (Signature)
Name: Name:
---------------------------- -----------------------------------
Title: Title:
--------------------------- -----------------------------------
Date: Date:
---------------------------- -----------------------------------
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