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EXHIBIT 99.4
SOFTWARE PURCHASE AGREEMENT
THIS SOFTWARE PURCHASE AGREEMENT (the "Agreement") is hereby
entered into between NetOpus Incorporated, with offices at 000
Xxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX ("NetOpus") and
Verida Internet Corp., with offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxxxxxxx, XX 00000 ("Verida") on the following terms and
conditions:
1. General. NetOpus owns or has requisite rights to certain
preexisting computer software marketed by NetOpus as the "Sales
Associate Store Creator" commerce system (the "Base Technology"),
described in Exhibit A to this agreement. Verida is in the business
of developing "portal" type web sites serving the needs of targeted
market or industry segments and would like to purchase the right to
use, modify, customize, brand, sell, and market the Base Technology
owned by NetOpus to provide online transaction processing
functionality and features within the sites that Verida develops.
For purposes of this agreement, online transaction functionality
and features include but are not limited to web site store fronts,
online catalogues and/or other online merchandising of products and
services, order processing, credit check and approval, fulfillment
management, shipping and tax calculation, online payment
processing, customer confirmations, queries, and support, and back
office infrastructure or interoperability with existing back office
infrastructure.
It is expected that Verida will require modifications to the
Base Technology to expand the existing software's functionality and
customize it to better serve Verida's transaction processing
requirements. The resulting body of source code made up of the Base
Technology, plus the modifications to the Base Technology source
code funded by Verida shall hereinafter be referred to as the
"Modified Base Technology."
2. Software Maintenance. NetOpus is not expected to provide
any support or maintenance of the Base Technology beyond any
warranty coverage described in Section 10 below.
3. Price & Payment. The Base Technology is being provided by
NetOpus in consideration of a one-time fee made up of a combination
of cash and securities (the "Base Technology Fee"). The Base
Technology Fee shall be paid as follows: $50,000 in cash and 25,000
shares of Verida stock (OTCBB:VERY), deliverable immediately upon
execution of this Agreement. The shares of Verida stock will be
restricted from sale for 12 months from date of issuance. At the
end of this 12 month period, shares may be sold at a rate not to
exceed 1/12 of all initially outstanding shares, in any given month
(2,083 shares per month maximum, or split-adjusted equivalent).
4. Ownership and Use of Technology. Verida shall have the
rights, title and interest to the Base Technology and the Modified
Base Technology, including but not limited to the rights to
install, store, load, modify, execute, license, sell display
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(collectively, "Use") the Base Technology and the Modified Base
Technology, in source code form to provide e-commerce functionality
in the industry or market specific web sites that it creates or
contracts to have created. Verida shall not, however, have any
rights to the use of the "Sales Associate" name in conjunction with
use of the Base Technology or Modified Base Technology.
NetOpus shall maintain all of its existing rights to use of
the Base Technology and shall also have the right to use the
Modified Base Technology, as long NetOpus does so in accordance
with the Revenue Sharing arrangement stated in Section 5 and under
the constraints of the Competitive Limitations documented in
Section 6.
5. Revenue Sharing. NetOpus agrees to equally share with
Verida any revenue generated from sale and/or licensing of the
Modified Base Technology
6. Competitive Limitations. NetOpus will not compete directly
with Verida by using the Modified Base Technology in any site
serving an industry segment that Verida currently serves or has
under consideration as target in the reasonably near future. If
NetOpus desires to use the Modified Base Technology in a web
project that targets a specific industry or market segment, NetOpus
shall, in writing, request a list of industry segments that Verida
is currently considering targeting. Verida shall have five (5)
business days to return a list of up to ten (10) industry segments
that it is considering for targeting to NetOpus. If the industry
segment that NetOpus intends to target using the Modified Base
Technology is not included in the list returned by Verida, or no
list is returned with the time frame of five (5) business days,
NetOpus shall have the right to use the Modified Base Technology in
a site serving this industry segment, subject to the Revenue
Sharing arrangement stated in Section 5.
In addition, NetOpus agrees not to knowingly license or resell
the Modified Base Technology to any company that intends to compete
with Verida by creating sites serving the industry or market
segments that Verida has targeted.
7. Confidential Information.
(a) Acknowledgment of Confidentiality. Each party hereby
acknowledges that it may be exposed to confidential and proprietary
information belonging to or supplied by the other party or relating
to its affairs including, without limitation, Base Technology and
other technical information (including any Functional Design,
Technical Design, drawings, analysis, research, processes, computer
programs, methods, ideas, "know how" and the like), business
information (sales and marketing research, materials, plans,
accounting and financial information, personnel records and the
like) and other information designated as confidential expressly or
by the circumstances in which it is provided ("Confidential
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Information"). Confidential Information does not include (i)
information already known or independently developed by the
recipient outside the scope of this project by personnel not having
access to Confidential Information; (ii) information in the public
domain through no wrongful act of the recipient, or (iii)
information received by the recipient from a third party who was
free to disclose it.
(b) Covenant Not to Disclose. With respect to the other
party's Confidential Information, and except as expressly
authorized herein, the recipient hereby agrees that during the Term
hereof and at all times thereafter it shall not use, commercialize
or disclose such Confidential Information to any person or entity,
except to its own employees or contractors having a "need to know"
and who are themselves bound by similar nondisclosure restrictions,
and to such other recipients as the other party must approve in
writing: provided, that all such recipients shall have first
executed a confidentiality agreement in a form acceptable to the
owner of such information. Neither party nor any recipient may: (i)
alter or remove from any Base Technology or associated
Documentation owned or provided by the other party any proprietary,
copyright, trademark or trade secret legend, or (ii) attempt to
decompile, disassemble or reverse engineer the other party's
Confidential Information (and any information derived in violation
of such covenant shall automatically be deemed Confidential
Information owned exclusively by the owner of the original source
materials). Each party shall use the utmost care in safeguarding
the other party's Confidential Information as it uses in
safeguarding its own confidential information, but in no event
shall less than due diligence and care be exercised.
8. Nonsolicitation. NetOpus agrees not to hire, solicit, nor
attempt to solicit, the services of any employee of Verida without
the prior written consent of Verida. Violation of this provision
shall entitle Verida to assert liquidated damages against NetOpus
equal to one hundred (100) percent of the solicited person's annual
compensation. Likewise, Verida agrees not to hire, solicit, nor
attempt to solicit, the services of any employee or contractor used
by NetOpus without the prior written consent of NetOpus. Violation
of this provision shall entitle NetOpus to assert liquidated
damages against Verida equal to one hundred (100) percent of the
solicited person's annual compensation. In the case of hourly
employees or contractors, "annual compensation" of that individual
shall be based on the individual's currently hourly billable rate
and a 50 hour workweek.
9. Injunctive Relief. The parties acknowledge that violation
by one party of the provisions of Sections 7, 8, or 9 of this
Agreement would cause irreparable harm to the other party not
adequately compensable by monetary damages. In addition to other
relief, it is agreed that temporary and permanent injunctive relief
should be available without necessity of posting bond to prevent
any actual or threatened violation of such provisions.
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10. Warranties.
(a) Noninfringement Warranty. NetOpus represents and warrants
that the Base Technology, when properly used by Verida as
contemplated herein, will not infringe or misappropriate any United
States copyright, trademark, patent, or the trade secrets of any
third persons. Upon being notified of such a claim, NetOpus shall
(i) defend through litigation or obtain through negotiation the
right of Verida to continue using Base Technology; (it) rework the
Base Technology so as to make it noninfringing while preserving the
Original functionality, or (iii) replace the Base Technology with
functionally equivalent software. If Verida determines that none of
the foregoing alternatives provide an adequate remedy, Verida may
terminate all or any part of this Agreement and recover amounts
paid hereunder. NetOpus acknowledges that it is not aware of the
status of the Base Technology's legal protections of copyright,
trademark, patent, trade secrets, or other forms outside the United
States. In the event that the Base Technology infringes upon a
legal protection similar to copyright, trademark, patent, trade
secrets, outside the United States, NetOpus agrees to (i) defend
through litigation or obtain through negotiation the right of
Verida to continue using Base Technology; (ii) rework the Base
Technology so as to make it noninfringing while preserving the
original functionality, or (iii) replace the Base Technology with
functionally equivalent software.
(b) No Undocumented Features. NetOpus represents and warrants
that none of the Base Technology will contain any timer, counter,
look or similar device (other than security features specifically
approved by Verida in the specifications) that inhibits or in any
way limits its ability to operate and that the Base Technology will
be free from software viruses when delivered.
(c) Year 2000 Standards. NetOpus represents and warrants for
a special warranty period expiring June 30, 2000 and thereafter for
so long as Verida subscribes to any available Software support
services that the Base Technology records, stores, recognizes,
interprets, processes and presents both 20th and 21st century dates
using four digit years and operates at a programming interface
level with other programs for which it could reasonably be expected
to operate without causing the other programs to violate such Year
2000 Standards.
11. Remedies. In addition to other remedies expressly
acknowledged hereunder and except as expressly limited, Verida
shall have the full benefit of all remedies generally available to
a purchaser of goods under the Uniform Commercial Code.
12. Notices. Notices sent to either party shall be effective
when delivered in person or transmitted by telecopier ("fax")
machine, one (1) day after being sent by overnight courier, or two
(2) days after being sent by first class mail postage prepaid. A
facsimile of this Agreement and notices generated in good form by
a fax machine (as well as a photocopy thereof) shall be treated as
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"original" documents admissible into evidence unless a document's
authenticity is genuinely placed in question.
13. Disputes, Choice of Law. Except for certain emergency
judicial relief authorized under Section 9 ("Injunctive Relief")
which may be brought at any time, the parties agree that all
disputes between shall be submitted for informal resolution to
their respective chief operating officers. Any remaining dispute
shall be submitted to a panel of three (3) arbitrators, with each
party choosing one (1) panel member and the third member chosen by
the first two (2) panel members. The proceedings shall be conducted
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The award of the arbitrators shall include
a written explanation of their decision, shall be limited to
remedies otherwise available in court and shall be binding upon the
parties and enforceable in any court of competent jurisdiction.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND CALIFORNIA, AND
ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF
COMPETENT JURISDICTION IN SUCH DESIGNATED STATE.
14. No Conflicts. Each party warrants that its participation
in this Agreement does not conflict with any contractual or other
obligation of the party or create any conflict of interest
prohibited by the U.S. Government or any other government and shall
promptly notify the other party if any such conflict arises during
the Term.
15. Miscellaneous. This document constitutes the entire
agreement between the parties with respect to the subject matter
hereof and supersede all other communications, whether written or
oral. This Agreement may be modified or amended only by a writing
signed by both parties. Any provision hereof found by a tribunal of
competent jurisdiction to be illegal or unenforceable shall be
automatically conformed to the minimum requirements of law and all
other provisions shall remain in full force and effect. Waiver of
any provision hereof in one instance shall not preclude enforcement
thereof on future occasions. Headings are for reference purposes
only and have no substantive effect.
IN WITNESS WHEREOF, for adequate consideration and intending
to be legally bound, the parties hereto have caused this Agreement
to be executed by their duly authorized representatives.
VERIDA: NETOPUS:
Verida Internet Corp., NetOpus Incorporated,
A Nevada corporation A California corporation
BY: /s/ Xxxxxxx X. Xxxxxxx, BY: /s/ Xxxxxx X. Xxxxxxxxx an
Its: President and CEO Its: President
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EXHIBIT A
NetOpus's "Sales Associate Store Creator" commerce system currently
provides the following functionality:
* Secure transaction processing via SSL encrypted transmission
of sensitive information (required secure server certificate
to be installed on server used for hosting)
* Professionally designed shopping cart and customer information
* Automatic recall of customer information - The customer is
given option to have their customer information (name,
address, etc.) stored so that it will be filled in
automatically for future orders. With the Store Creator
system, if they choose to have their customer information
stored, they will also be welcomed back to the store by name
when they return again.
* Access to customer information for marketing purposes - This
allows merchant to follow up with customers for the purpose of
assessing customer satisfaction or future product promotion
* Email order confirmations sent to customer after placement of
an order
* Email order notification sent to the merchant upon order
placement (if desired)
Order/Sales reporting tools
* Secure web-based order retrieval via our exclusive password
protected "Administrative Interface"
Merchant configurable list of credit cards accepted
Merchant configurable Sales Tax zones
Merchant configurable Shipping Methods and Charges
* Order formatting flexibility - Customer has option of
formatting their order to be paid for online by credit card or
to be printed out and faxed in or mailed with a check.
* Optional Real time credit card authentication through
integration with CyberCash and PaymentNet-All credit card
numbers are verified based on card type for validity, even if
merchant chooses not to process cards on line in real time.
* Support for two product options such as size, color, etc.
* Automatic faxing of orders - Allows online orders to be faxed
automatically as soon as they are placed. (Requires $59
registration of ASPMail SMPT component and a mail server such
as Imail that handles email to fax processing)
* Uses merchant provided information in conjunction with
professionally designed layout templates, to automatically
create store pages. Pages are customized by selection from
sets of divider and button graphics custom buttons and
dividers can be incorporated to further customize a store.
Automatically generated store pages are as follows:
1. The Storefront Page contains general information
concerning the merchant's company and its products and
greets the user by name if the user has placed an order
previously and has chosen to store their information in
the customer database. If the merchant has specified any
"featured" products, each time the Storefront page is
accessed a randomly chosen featured product will appear
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prominently on the lower right hand portion of the page.
Lastly, a Store Directory listing all of the product
categories that you have entered will also appear on the
Storefront page.
2. A Product Page is created for each of the product
categories that has been specified. On this page is a is
a list of all products falling into the given product
category. Each product listing on the page includes all
of the information that you have provided about the
product; Name, Description, Price, Sale Price (opt.),
Picture Graphic (opt.) and any available Product Options.
3. The Product Detail Page is available for products for
which you have supplied a large picture graphic. The
system allows you to include both a large and a small
product picture, although you do not have to include any
pictures at all. If a large picture exists for a given
product, a "Close Up" button will appear next to the
order button. If the customer chooses this button they
will be transferred to a page that displays the large
picture of the item along with of the product
information, pricing and an Order button.
4. A Featured Products Page This page lists all of the
products that are currently marked as "featured", if any.
5. A Shopping Cart Page This is the page where items appears
once they have been "ordered" by the customer.
6. Customer Information Pages These pages are used to
collect customer address, shipping and credit card
information.
7. A Finalize Order Page displays the customer's order
formatted as a purchase order, allowing the customer to
review the order one last time before submitting it for
processing, as well as allowing them the opportunity to
print out a copy.
* The system also allows the merchant to
1. Flag products as "Featured" so that they will show up on
a special page of featured products.
2. Flag Sale Items so that the product will appear in the
store with both a regular and sale pricing and an "On
Sale" graphic next it.
3. Display "Call for Price" instead of a price on the
product pages
