Exhibit 10 xlviii
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JOINT VENTURE/REPRESENTATIVE
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of March 6, 1999, by
and between NSU (the "Institute"), and NEVADA MANHATTAN GROUP, INCORPORATED
("Nevada"), a Nevada Corporation or its nominees as the Joint Venture Partner
and exclusive Representative.
RECITALS:
A. The Institute is engaged in research and development in those
industries which are identified on Exhibit A hereto (the
"Industries"). The Institute owns and has the right to sell,
use and license certain proprietary technologies in such
Industries as also identified on Exhibit A (the
"Technologies").
B. The Institute appoints Nevada as its Joint Venture Partner and
Exclusive Representative for the worldwide marketing and
exploitation of the Technologies, and all products which
employ the Technology ("Products"), on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual agreements and covenants contained herein, the
parties hereto agree as follows:
AGREEMENT:
1. Appointment. The Institute hereby appoints Nevada as its
Exclusive Joint Venture Partner and Exclusive Representative for
the marketing and sales of Technologies and Products throughout
the world. Nevada hereby accepts such appointment, on the terms
and conditions set forth herein.
2. Services of Nevada. Subject to the provisions of this Agreement,
Nevada agrees to develop marketing opportunities and to create
business relationships for the Institute. In connection
therewith, Nevada, at its sole cost and expense, shall, among
other things:
a. Maintain an office facility.
b. Handle all Product and Technologies inquiries and
quotations.
c. Assist customers approved by Nevada in placing orders
directly with the Institute: for:
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1. Scientific software development.
2. Retraining and managing personnel approved and chosen
by Nevada.
d. The Parties to this Agreement will provide each other with
information regarding the competitive Products and
technologies available or being developed.
e. Nevada will be responsible for communication between the
Institute and potential customers.
3. Representations and Warranties: Obligations of the Institute. The
Institute represents and warrants to Nevada that it is the true
owner of all rights in and to the Technologies, subject to no
liens or rights of any other person or entity, and it is fully
empowered to enter into and perform this Agreement. The Institute
agrees that at its sole cost and expense, it shall:
(a) Supply to Nevada such current technical specifications,
promotional materials, data sheets, price lists and other
information (collectively, the "Product Information"), as
Nevada deems necessary to assist Nevada in performing its
obligations hereunder;
(b) Institute will immediately disclose to Nevada all Product
inquiries it receives; and
(c) Provide to Nevada such models, prototypes, components,
systems and instruments for demonstration to potential
customers as Nevada deems appropriate to assist Nevada in
performing its obligations hereunder, all of which remain
the property of the Institute.
4. Exclusivity: Non Competition. During the term of this Agreement,
the Institute shall not, without the prior written consent of
Nevada, (i) directly or indirectly grant to any other person,
firm, corporation or business any right or license for the
marketing, sale, or licensing of any of the Products or
Technologies, (ii) directly or indirectly engage in any activity
that is competitive with the exclusive rights granted to Nevada
hereunder, or (iii) solicit, or attempt to solicit, any person or
entity who is or was an employee, consultant, customer, supplier
or independent contractor of Nevada prior to or at the time of
termination of this Agreement.
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5. Assignment and Sub-Agents. Nevada shall be fully entitled to
retain its own agents and sub-agents to perform its obligations
under this Agreement and to assign this Agreement and its rights
and obligations hereunder.
6. Compensation. As compensation for the grant of rights and the
services of the Institute to be performed hereunder, Institute
shall receive compensation as set forth on the Compensation
Schedule (the "Compensation Schedule") attached hereto as Exhibit
B.
7. Expenses. Except as otherwise expressly provided to the contrary
herein, Nevada shall be solely responsible for the payment of all
expenses, taxes and levies related to its performance under this
Agreement.
8. Indemnification. The Institute shall indemnify and hold harmless
Nevada and its officers, agents, representatives, directors and
employees from and against any and all liabilities, costs,
losses, damages, injuries, expenses, causes of action, claims,
suits, demands, legal proceedings, assessments and similar
matters, including, without limitation, attorney's fees,
resulting from or arising out of any breach of its
representations and warranties or its failure to fully and
completely perform and comply with its obligations hereunder.
9. Confidentiality. Nevada acknowledges that the Institute is the
owner of certain trade secrets and confidential information used
in the operation of the Institute's business, including without
limitation, know-how, patents, trademarks, trade names, files,
records, documents, samples, catalogs, drawings, specifications,
technical information, price lists, customer lists, promotional
materials and similar information and literature (collectively,
the "Confidential Information") which information shall be
revealed to Nevada pursuant to this Agreement. Nevada hereby
agrees that it shall not, and that it shall use reasonable care
to insure that its officers, agents, representatives and
employees shall not, without the prior written consent of the
Institute, during the term hereof or after termination of this
Agreement, directly or indirectly, use, reveal publish or
disclose any Confidential Information obtained pursuant to this
Agreement except in furtherance of its performance in accordance
with the terms and conditions of this Agreement. The Institute
acknowledges that Nevada is a public company and has an
obligation to disclose general information, but Nevada will not
disclose any "confidential information" without the expressed
written permission of the Institute.
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10. Term. This Agreement shall be effective as of the date first set
forth above and shall continue in full force and effect for a
period of five (5) years ("Initial Term") and thereafter this
Agreement shall automatically renew for successive one (1) year
terms.
11. Notices. All notices and other communications required or
permitted to be given hereunder shall be made in writing and
shall be deemed duly given when delivered personally or by
confirmed facsimile to the addresses set forth immediately
following the signatures of the parties hereto or to such other
addresses as either of the parties hereto may from time to time
designate to the other party in writing.
12. Waivers. No delay or failure by any Party to exercise any right,
power or remedy with regard to any breach or default under this
Agreement or to insist upon strict performance of any of the
provisions hereof, shall impair any right, power or remedy of
such party, nor shall it be construed to be a waiver of any
breach or default of the same or any other provision of this
Agreement. Any waiver, permit consent or approval of any kind or
character on the part of either party hereof shall be in writing
and shall be effective only to the extent specifically provided
in such writing
13. Remedies. All remedies, whether under this Agreement, at law, in
equity or otherwise afforded to either party hereto, shall be
cumulative and not alternative.
14. Successors. The covenants, agreements, terms and conditions
contained in this Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the parties hereto.
15. Applicable Law. This Agreement shall be enforced and construed in
accordance with the laws of the State of Delaware, U.S.A. The
parties specifically agree that this Agreement shall not be
governed by the United Nations Convention on the International
Sale of Goods.
16. Severability. Any provision of this Agreement which may be
prohibited or deemed as invalid by or otherwise held invalid by
any court will be ineffective only to the extent of such
prohibition or invalidity and such prohibition or invalidity
shall not invalidate or otherwise render ineffective any or all
of the remaining provisions of this Agreement.
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17. Arbitration: Attorney's fees. In the event of any controversy,
claim or dispute between the parties hereto arising out of or
relating to this Agreement, either party may submit the matter to
binding arbitration in Stockholm, Sweden, in accordance with the
rules of the Stockholm Chamber of Commerce. In addition to any
award received, the prevailing party shall be entitled to recover
from the other party all expenses, including, without limitation,
the cost of investigation and reasonable attorney fees and
accountants fees incurred in connection therewith.
18. Entire Agreement. This Agreement, together with the Exhibits
attached hereto, which by this reference are incorporated herein,
sets forth the entire Agreement between the parties hereto, and
fully supersedes any and all prior agreements, written or oral,
between the parties hereto pertaining to the subject matter
hereof.
19. Option. In further consideration of Nevada's covenants herein,
the Institute hereby grants to Nevada the option to purchase any
and all of the Technologies, as well as the business of the
Institute as a going concern.
20. Modification. No changes in, modification of or addition,
amendment or supplement to this Agreement shall be valid unless
set forth in writing and signed and dated by each of the parties
hereto.
21. Language. The language of this Agreement, and all related
subsequent documents, shall be in the respective languages, both
Russian and English. Certified translations in both Russian and
English will be provided by the parties.
THIS SPACE INTENTIONALLY LEFT BLANK
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22. Authority. Each individual who signs this Agreement on behalf of
an entity, by such act, represents and warrants that he or she
has the full legal authority to execute this document on behalf
of such entity, and that such action creates a fully binding and
enforceable obligation on behalf of such entity.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Representative Agreement as of the date first set forth above.
Approved by:
"INSTITUTE"
s/s Nekolai Dikansky
[Round seal of NSU] By: ▇▇▇▇▇▇, NSU 6.03.99
Address: NSU Novosibirsk, S. U. 60399
Attn: ▇. ▇▇▇▇▇▇▇▇
NEVADA MANHATTAN GROUP, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President
[Round Seal of Nevada Manhattan]
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
Director for Technology Development
