Exhibit 10.1
MATERIAL CONTRACTS
INTERNET SERVICES AGREEMENT FOR DEVELOPMENT, HOSTING,
AND MAINTENANCE OF AN INTERNET SITE
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of
December 30, 1999 (the "Effective Date") by and between Integrated Concepts,
Inc. ("ICI"), a Texas Corporation, with offices located at 00000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 and XxxxxxXxx.xxx Inc., by and on behalf of
itself and its affiliates ("collectively GBC"), a Delaware Corporation, with
offices located at 176 World Trade Center, 0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx
00000.
WHEREAS, ICI provides a variety of technical services relating to the
development and integration of software into Internet applications and to the
hosting and maintenance of Internet sites;
WHEREAS, GBC desires to establish a wholesale/retail presence on the
Internet with three (3), World Wide Web (WWW) sites providing a digital
marketplace.
WHEREAS, GBC has requested that ICI develop, host, and maintain such
Internet sites for GBC;
NOW, THEREFORE, in consideration of the above premises, the parties
hereby agree as follows:
1. Definitions. The terms used in this Agreement have the following
meanings:
1.1 Additional Work Order. The term "Additional Work Order" means a
work order that is entered into by the parties subsequent to and
in accordance with this Agreement.
1.2 Confidential Information. The term "Confidential Information"
means any written or oral information, including but not limited
to, documentation and other tangible or intangible discoveries,
ideas, concepts, software, designs, drawings, specifications,
techniques, models, information data, source code, object code,
diagrams, flow charts, procedures and "know-how" supplied by one
party to the other.
1.3 Deliverables. Deliverables are items identified in the Initial or
Additional Work Orders and/or the Maintenance Agreement as being
constructed by ICI and delivered to GBC pursuant to the
specifications in the Initial or Additional Work Orders and/or the
Maintenance Agreement.
1.4 Developments. The term "Developments" means all Deliverables
provided by ICI to GBC under the terms of this Agreement, as well
as all inventions, improvements, discoveries, methods, services,
software, documents, materials, and works of authorship, whether
patentable or copyrightable or not, that are associated with the
Deliverables and that are created, made, conceived, reduced to
practice, or suggested by ICI, individually or jointly with GBC,
during the term of this Agreement.
1.5 Initial Work Order. The term "Initial Work Order" means the work
order that is entered into by the parties as part of this
Agreement. The Initial Work Order is provided in Exhibit A.
1.6 Intellectual Property Rights. The term "Intellectual Property
Rights" means any and all rights that may exist from time to time
in a specified jurisdiction under patent law, copyright law,
publicity rights law, moral rights law, trade secret law,
trademark law, unfair competition law, or other similar
protections.
1.7 Trademarks. The term "Trademarks" means any and all trademarks,
trade names, logos, service marks, quality designations and other
proprietary words and symbols that either party uses to identify
its products, services, or business.
1.8 Maintenance Agreement. The term " Maintenance Agreement" means the
agreement for maintenance of the Deliverables that is entered into
by the parties as part of this Agreement. The Maintenance
Agreement is provided in Exhibit B.
1.9 Web. The term "Web" means that part of the Internet called the
World Wide Web, which uses the hypertext markup language ("HTML")
and hypertext transport protocol ("HTTP") and their derivatives or
equivalents.
1.10 Web Page. The term "Web Page" means an HTML-based computer file
that is designed to be exhibited on the Web and includes text,
graphics, or forms.
1.11 Web Site. The term "Web Site" means a group of Web Pages, together
with supporting files and programming.
1.12 Year 2000 Compliant. The term "Year 2000 Compliant" means that the
item described will manage and manipulate data involving dates and
will include the proper century designation in date-related user
and data interface functionality, including single century
formulas, multi-century formulas, and leap years, and will not
abnormally terminate or provide invalid or incorrect results as a
result of date data representing or referencing different
centuries or more than one century.
2. Services to be Performed by ICI. ICI will perform services and provide
the Deliverables described in the Initial Work Order, the Maintenance
Agreement, and any Additional Work Orders entered into by the parties.
The Initial Work Order will consist of Phases 1-5 with a total cost to
GBC of $1,496,849. ICI will use all reasonable efforts to provide the
Deliverables for each milestone specified in the Initial Work Order,
the Maintenance Agreement, and any Additional Work Orders within the
milestone scheduled completion period for each Phase.
2.1 Right to Subcontract. ICI may assign or subcontract its work to be
performed under this Agreement to one or more qualified third
parties who may be operating on a consulting or subcontracting
basis for ICI.
2.2 Modification of Services. Services may be added or changed from
time to time upon both parties' execution of a revised or
supplemental version of the Initial Work Order or the Maintenance
Agreement, and/or upon both parties entering into an Additional
Work Order.
3. Delivery and Acceptance. Upon the completion of each milestone, ICI
will deliver all Deliverables for the Phase to GBC for written
acceptance in a milestone and delivery acceptance agreement at the
Technical Interchange Meeting between the parties as defined in the
Initial Work Order, the Maintenance Agreement, and/or an Additional
Work Order. The total cost to develop the Deliverables within each
milestone shall not exceed $100,000. At the meeting, GBC will give any
reason for rejection of the Deliverables in reasonable detail. ICI will
use reasonable efforts to correct any deficiencies or non-conformities
and promptly resubmit the rejected items. GBC will have the option to
request up to, two (2) revisions of any deficiencies or
non-conformities per each milestone and must respond to any resubmital
within five (5) business days. Failure to respond within five (5)
business days will mean the milestone has been accepted without defects
by GBC.
4. Compensation. GBC will pay ICI for work performed in accordance with
the Initial Work Order, the Maintenance Agreement, and any Additional
Work Orders entered into by the parties, and for additional work
mutually agreed upon by the parties.
4.1 Initial Payment. Upon execution of this Agreement, GBC will pay
ICI an Initial Payment of $100,000.00 of the Total Fee set forth
in the Initial Work Order. The Initial Payment will be applied
against subsequent services provided by ICI in accordance with the
Initial Work Order. In addition to the Initial Payment, GBC will
transfer ownership and assign 200,000 shares of GBC common stock
and all registration rights for the common stock at a value of
$5.00 per share to ICI upon execution of this Agreement.
In the event that GBC completes a initial public offering by
filing the appropriate documentation with the US Securities and
Exchange Commission; ICI shall have the right to (i) sell,
transfer, assign, or otherwise dispose of 100,000 shares of common
stock at the time GBC's common stock becomes available for public
trading and (ii) sell, transfer, assign, or otherwise dispose of
100,000 shares of common stock after the one year anniversary date
of the initial public offering. GBC warrants that ICI shall
irrevocably have no restrictions or limitations on the common
stock except those mutually agreed to by both parties and except
those that are in compliance with applicable federal and state
securities laws. In the event GBC does not complete its initial
public offering, ICI shall have the right to present a written
request to GBC to purchase the 200,000 shares of common stock from
ICI at a price to be mutually agreed to by both parties and shall
not be less than the value of the common stock as set forth in
Section 4.1 Initial Payment. Further, GBC shall not reasonably
withhold written consent to comply with the purchase request
presented by ICI and warrants and represents that the transaction
shall take place not later than thirty (30) days from a date
mutually agreed to by both parties.
4.2 Further Initial Payments. Unless otherwise specified in an
Additional Work Order, GBC will upon execution of the Additional
Work Order pay ICI a Further Initial Payment equal to fifty
percent (50%) of the Total Fee set forth in the Additional Work
Order. In addition, upon modification of an existing Work Order,
GBC will pay ICI a Further Initial Payment equal to fifty (50%) of
any increase in the Total Fee for the Work Order.
4.3 Maintenance Fee. Beginning one year after the completion of the
Deliverables as set forth in the initial Work Order following
execution of this Agreement, GBC will in consideration for the
services performed by ICI in accordance with the Maintenance
Agreement pay ICI an Annual Maintenance Fee equal to fifteen
percent (15%) of the Total Fee set forth in the Initial Work
Order. ICI will invoice GBC for the Annual Maintenance Fee
annually, beginning one year after the completion date of the
Deliverables as set forth in the Initial Work Order and any
Additional Work Orders following the execution of the Agreement.
4.4 Invoicing. For each milestone, ICI will submit invoices to GBC for
services furnished and other expenses covered by the Agreement.
All invoices will specifically refer to the Phase to which they
relate and will separately set forth-additional expenses, and all
applicable taxes, if any, authorized by GBC for reimbursement.
4.5 Additional Work. Unless otherwise agreed in advance, any follow-on
or additional work not described in a Work Order will be performed
by ICI on a time and material basis at ICI's then-current rates
for such work.
4.6 Payment. Payment will be made by GBC within 15 days of receipt of
ICI's invoice. GBC agrees to pay a late charge of one (1.5)
percent per month on amounts not timely paid and to be responsible
for any collection fees.
5. Ownership Rights.
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5.1 Ownership of Developments. Except as set forth below in this
Section 5, ICI will own all Intellectual Property Rights in and to
the Developments produced or provided by ICI under this Agreement.
To the extent GBC has any interest in Intellectual Property Rights
to the Developments, GBC agrees to assign, and upon its creation,
automatically assigns to ICI the ownership of such Intellectual
Property Rights without the necessity of any further
consideration. GBC will fully cooperate with ICI by executing and
delivering to ICI all applications, certificates, instruments, and
other documents requested by ICI in order to obtain any patents or
copyright registrations for the Developments in the United States
or foreign countries.
5.2 GBC License. The parties contemplate that the Deliverables will be
initially hosted on ICI's equipment. Effective upon the payment of
fees and expenses invoiced by ICI with respect to the
Deliverables, GBC will have a nonexclusive and royalty free
license ("GBC License") under the Intellectual Property Rights for
such use of the Deliverables. Pursuant to this license, GBC may
connect to the Web Site through the Internet and alter products
and service offerings and assorted information. In no case will
GBC be provided with direct access, by modem or otherwise, to
ICI's computer system, other than access that is generally
available to third parties through the Internet.
5.3 License Option. Effective upon the payment of the fees and
expenses invoiced by ICI with respect to the Deliverables, GBC
will have a nonexclusive license ("GBC Site License") to install
and use the Deliverables in machine-readable form at a single site
within GBC's organization. Pursuant to such license, GBC may make
additional copies of the Deliverables, modify, alter, enhance,
update or upgrade the Deliverables for internal use and
installation by GBC. ICI will also make available the source code
version of the Deliverables, as requested by GBC, for internal
support and maintenance purposes only. GBC agrees to treat such
source code as Confidential Information of ICI. In the event GBC
exercises its option, GBC may at its sole discretion modify,
alter, enhance, update or upgrade such source code, and is
cautioned that migrating the Deliverables to a GBC platform may
disrupt or impair the functioning of the Deliverables. In the
event GBC does migrate the Deliverables, ICI will, unless
otherwise agreed in advance, provide technical support assistance
during such migration on a follow-on or additional work basis. GBC
will be solely responsible for obtaining any third-party licenses
required to have full functionality of the Deliverables at GBC's
site.
5.4 Suspension of Licenses. The GBC License, option for the GBC Site
License, and/or GBC Site License will be suspended automatically
upon non-payment by GBC of the any fees invoiced by ICI in
accordance with this Agreement. Suspension of the GBC License,
option for the GBC Site License, and/or GBC Site License will not
relieve GBC of its payment obligations to ICI.
5.5 GBC Property. All right, title, and interest in and to any
graphics uniquely associated with GBC, data relating to GBC's
business, and data collected by GBC through the Web Site are and
will remain or become the property of GBC.
5.6 Trademarks. Each party will retain full and exclusive right and
control over its Trademarks. Neither party is granted any rights
to own or use the Trademarks of the other party and nothing in
this Agreement will be deemed to grant either party any right,
title, or interest in the Trademarks of the other. To the extent a
party obtains any rights in the Trademarks of the other, that
party agrees to assign, and upon obtaining such rights,
automatically assigns the rights back to the other without the
necessity of any further consideration.
5.7 Third Party Interest. GBC's interest in and obligations with
respect to any programming, materials, or data to be obtained from
third-party vendors, whether or not obtained with the assistance
of ICI, will be determined in accordance with the agreements and
policies of such vendors.
6. Confidentiality.
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6.1 GBC Acknowledgment. GBC acknowledges that in order to perform the
services called for in this Agreement, it will be necessary for
ICI to disclose to GBC certain Confidential Information that has
been developed by ICI at great expense and that has required
considerable effort on the part of skilled professionals. GBC
further acknowledges that the Deliverables will necessarily
incorporate such Confidential Information.
6.2 ICI Acknowledgment. ICI acknowledges that customer data provided
or collected by GBC represents Confidential Information of GBC.
6.3 Duty to Keep Confidential. Each party agrees not to disclose,
transfer, use, copy, or allow access to any Confidential
Information of the other party except as provided under this
Agreement. In no event will either party disclose Confidential
Information of the other party to any competitors of the
disclosing party.
6.4 Limitation. Neither party will have an obligation of
confidentiality with respect to any portion of the Confidential
Information of the other party that: (1) the receiving party can
establish with documentary evidence that it independently knew or
developed without using information obtained from the disclosing
party; (2) the receiving party lawfully obtained from a third
party under no obligation of confidentiality; or (3) became
available to the public other than as a result of an act or
omission of the receiving party or any of its employees, agents,
representatives, or contractors.
7. Web Page Content. GBC will have sole responsibility for all content in
its Web Pages and for all information or data disseminated thereby.
7.1 Responsibility for Images. GBC accepts final responsibility,
except for ICI's development credit, for the selection and use of
all creative, audiovisual, and personal works and images,
including graphics, text, formats, characters, icons, information,
data, sound recordings, links, and Trademarks (collectively, the
"Images"), which are included in any Web Pages.
7.2 Responsibility for Disclaimers. GBC will have the sole right and
responsibility, except for in connection with ICI's development
credit, to determine the scope of copyright notices, Trademark
notices, date of release warnings that information may not be kept
up-to-date, content disclaimers and limitations of liability,
statements of policy regarding permitted uses, instructions for
contacting GBC if additional use is sought, and warranty
disclaimers for offered goods and services (collectively, the
"Disclaimers"), included at its Web Site
7.3 Approval by GBC. ICI agrees not to make GBC's Web Pages accessible
to the public until after they are approved by GBC. Following such
approval, ICI agrees not to modify GBC's Web Site (except for
routine or technical modifications such as spelling corrections or
link changes) without approval of GBC.
7.4 Right of Refusal. ICI reserves the right, in its sole discretion,
to refuse to include in any Web Page created under this Agreement
any content that ICI, in its sole discretion, deems inappropriate
or suspect under applicable laws or community standards. This
includes, without limitation, copyright infringement, material
legally judged threatening or obscene or material protected by
trade secret or other Intellectual Property Right. However, it is
expressly acknowledged that ICI is a service technician only, and
not an editor, manager, or publisher, of any features,
contributions, or content selected, used, or approved by GBC. ICI
has, and can be expected to exercise, no control over such
matters. ICI specifically denies any responsibility for screening,
policing, editing, or monitoring such content.
7.5 Development Credit. ICI may place its own Trademarks on the home
page of the Web Site designed or developed under this Agreement so
as to identify ICI's work on such Web Page, along with any
disclaimer ICI or its legal counsel deems necessary or advisable.
In addition, ICI may include hypertext links from the initial home
page of the Web Site created hereunder to ICI's Web Site and home
page.
8. Web Site Hosting. ICI will provide Web Site hosting services in
accordance with the Initial Work Order, the Use and Maintenance
Agreement, and any Additional Work Orders entered into by the parties.
ICI's hosting standards will conform to applicable industry standards.
8.1 Traffic Reporting. ICI will configure its web servers to capture
standard visitor log information needed to provide reports to GBC
in accordance with the Initial Work Order, the Maintenance
Agreement, and any Additional Work Orders entered into by the
parties. At GBC's request, ICI can help interpret the reports and
make recommendations to GBC based on the reports.
8.2 Credit Card Clearing and Authorization All credit card, bank and
other financial institutions and agencies used in connection with
the Web Site to authorize, clear, or otherwise approve user
transactions will be directed by the developed software, the
credit card clearing and authorizations will be directed by ICI
for three years from the date of this contract. If GBC continues
to contract with the clearing or authorizing company utilized by
ICI's software solutions under this contract, the clearing and
authorization transactions will continue to be represented by ICI.
8.3 Security. ICI will take all reasonable measures to prevent
unauthorized access to GBC's Web Site, any database or other
sensitive material generated from or used in connection with the
Web Site. ICI will notify GBC of any known security breaches or
vulnerabilities.
8.4 Suspension of Hosting Services. ICI reserves the right at any time
without notice to GBC to suspend or terminate hosting services for
the Web Site or remove one or more Web Pages if ICI becomes aware
of or reasonably suspects inappropriate use, display, or
transmission of information on or from the Web Site.
9. Indemnification.
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9.1 Indemnification of ICI. GBC, at its own expense, will defend,
indemnify, and hold harmless ICI, its agents, affiliates,
successors, and assigns with respect to any claim or action
brought against ICI, its agents, affiliates, successors, and
assigns arising out of or in connection with the operation,
condition, or content, including without limitation Images and
Disclaimers, of GBC's Web Pages or Web Site, any use of Internet
facilities conducted or permitted by GBC, the conduct of any
business, advertising, marketing, or sales in connection
therewith, any breach of warranty, and any negligent or illegal
act or omission of GBC or any of its agents, contractors,
servants, employees, or other users or accesses. ICI will promptly
notify GBC of any such claim, will provide reasonable assistance
in connection with the defense and/or settlement thereof, and will
permit GBC to control the defense and/or settlement thereof.
9.2 Indemnification of GBC. ICI represents that to the best of its
knowledge, all software included in the Deliverables, except for
that for which GBC is responsible, do not infringe any
Intellectual Property Rights of any third party, nor has any claim
of such infringement been threatened or asserted against ICI. ICI
agrees, at its own expense, to defend, indemnify and hold harmless
GBC and its employees and agents from and against any and all
claims, actions, damages, and other liabilities caused by or
arising from any known infringements by the software in the
Deliverables. GBC will promptly notify ICI of any infringement
claim for which GBC is seeking indemnification, will provide
reasonable assistance in connection with the defense and/or
settlement thereof, and will permit ICI to control the defense
and/or settlement thereof.
10. Warranty.
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10.1 GBC Warranties.
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10.1.1 Web Page Content. GBC represents and warrants that GBC is
authorized and has the right: (1) to provide the product or
services to be advertised; and (2) to use any copy,
illustration, personal or corporate name, copyrighted
material, graphic or pictorial reproduction, Trademarks,
endorsements, language, links, Images, Disclaimers, and any
additional content or items used in the Web Site.
10.1.2 Indemnification Funding. GBC represents and warrants that
to the extent it is not sufficiently capitalized at any
time to itself fully and completely bear the cost of
defending and indemnifying ICI as required by Section 9.1
of this Agreement, it will maintain insurance to provide
any additional funding necessary to fully and completely
defend and indemnify ICI.
10.2 ICI Warranties.
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10.2.1 Performance of Services. Services provided by ICI hereunder
will be performed in a professional and workmanlike manner
and will substantially conform with the description of
services set forth in the Initial Work Order, the Use and
Maintenance Agreement, and any Additional Work Orders
entered into by the parties.
10.2.2 Year 2000 Warranty. ICI represents and warrants that the
Deliverables will be Year 2000 Compliant.
10.3 Exclusions. EXCEPT AS PROVIDED IN THIS PARAGRAPH, ALL SERVICES AND
DELIVERABLES ARE PROVIDED BY ICI WITHOUT WARRANTY OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL ICI BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF
PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE
ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF SUCH
PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.4 Limitation of Liability. In no event will ICI be liable to GBC for
any amount in excess of the fees actually paid by GBC to ICI for
services provided hereunder. The foregoing limitation includes and
applies to, without limitation, any liability arising out of the
performance or failure to perform of any hardware, software, or
Internet connection, from any errors, omissions, interruptions in
or failure to provide Internet service; from interruptions in Web
Page availability; from the consequences of computer viruses
transferred over the Internet or otherwise; or from communication
line failure, breach of security due to use of the Internet, or
any loss of information or confidentiality due thereto.
11. Term and Termination.
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11.1 Term. This Agreement will commence on the Effective Date and will
continue until terminated by either party. ICI or GBC may each
terminate this Agreement, with or without cause, at any time upon
thirty- (30) days' prior notice. If the Agreement is terminated by
ICI before the completion of any work offsetting to an Initial
Payment, ICI will refund to GBC the amounts corresponding to work
not yet performed.
11.2 Licenses. The GBC License, option for the GBC Site License, and/or
GBC Site License will automatically terminate upon termination of
this Agreement.
11.3 Survival. Those rights and obligations which by their nature are
intended to survive expiration or termination of this Agreement
shall survive the expiration of this Agreement, including without
limitation Sections 5, 6, 9, 10, 11, and 12.
12. Miscellaneous Provisions.
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12.1 No Agency. The parties are independent contractors, and nothing in
this Agreement will be construed to create any employment, agency,
franchise, joint venture, partnership, or other similar legal
relationship between the parties. Neither party is granted any
authority under this Agreement to enter into agreements of any
kind on behalf of the other party, or to bind or obligate the
other party in any manner to any third party.
12.2 No Conflict of Interest. Each party represents and warrants that
it has full power and authority to undertake its obligations under
this Agreement, and that it has not entered into any other
agreement, nor will it enter into any other agreement, that would
render it incapable of satisfactorily performing its obligations
hereunder or that would place it in a position of conflict of
interest or be inconsistent with its obligations hereunder.
12.3 No Assignment. Each party represents that it is acting on its own
behalf and is not acting as an agent for or on behalf of any third
party, and further agrees that it may not assign its rights or
obligations under this Agreement without prior written consent of
the other party. Any attempt by one party to assign, delegate, or
otherwise transfer this Agreement in violation of this section
will be void.
12.4 Notice. Any notice, approval, or other communication required or
permitted under this Agreement between the parties will be given
in writing and will be sent by telex, telefax, electronic mail, or
airmail, postage prepaid, to the address specified below or to any
other address that may be designated by prior notice. If to ICI,
00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, Attn: Xxx
Xxxxx, facsimile number (000) 000-0000. If to XXX, 000 World Trade
Center 0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx; Attn.: J. Xxxxxxx
Xxxx, facsimile number 000-000-0000
12.5 Compliance With Law. Each party agrees that it shall comply with
all applicable laws and regulations of local, state, and federal
governmental bodies or agencies in its performance under this
Agreement.
12.6 Governing Law. THIS AGREEMENT WILL BE INTERPRETED AND ENFORCED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO THE CHOICE OF LAW RULES, STATUTES, OR
REGULATIONS OF THIS OR ANY JURISDICTION, AS THOUGH ENTERED INTO
BETWEEN TEXAS RESIDENTS AND TO BE PERFORMED ENTIRELY WITHIN THE
STATE OF TEXAS.
12.7 Jurisdiction and Venue. Suit to enforce this Agreement or any
provision thereof will be brought exclusively in the state or
federal courts located in or having jurisdiction over Dallas
County, Texas. Each party consents to jurisdiction and venue in
such court and waives any defense of forum non-conveniens,
improper venue, and lack of personal jurisdiction.
12.8 No Waiver. Neither party shall, by mere lapse of time, without
giving notice or taking other action hereunder, be deemed to have
waived any breach by the other party of any of the provisions of
this Agreement. Further, the waiver by either party of a
particular breach of this Agreement by the other shall neither be
construed as nor constitute a continuing waiver of such breach or
of other breaches of the same or any other provision of this
Agreement.
12.9 Severability. Any holding that a provision of this Agreement is
unenforceable, in whole or in part, will not affect the validity
of the other provisions of this Agreement.
12.10Force Majeure. Neither party shall be in default if failure to
perform any obligation hereunder is caused solely by supervening
conditions beyond that party's reasonable control, including acts
of God, civil commotion, strikes, labor disputes, and governmental
demands or requirements.
12.11Scope of the Agreement. The parties hereto acknowledge that each
has read this Agreement, understands it, and agrees to be bound by
its terms. The parties further agree that this Agreement is the
complete and exclusive statement of the agreement between the
parties and supersedes all proposals (oral or written),
understandings, representations, conditions, warranties,
covenants, and all other communications between the parties
relating to this subject matter.
12.12Amendment. This Agreement may be amended only by a subsequent
writing that specifically refers to this Agreement and that is
signed by both parties, and no other act, document, usage, or
custom shall be deemed to amend this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as set forth below:
INTEGRATED CONCEPTS, INC. XXXXXXXXX.XXX, INC.
00000 Xxxxxx Xxxx, Xxxxx 000 000-X Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000 0000 Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
By:___(signature)_____________________ By:
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Title:____________________________ Title:
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Date:____________________________ Date:
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