COPYRIGHT DEVELOPMENT AND TRANSFER AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and between FUSION NETWORKS INC.
(the "Client") and PUBLICITY (the "Contractor") on the August 20, 1999 (the
"Effective Date"). NOW, THEREFORE, in consideration of the promises and mutual
covenants and agreements set forth herein, the parties agree as follows:
1. Engagement of Services. Contractor agrees to perform services for Client as
follows: Content Development for the city of Bogota ("Project"). Contractor may
not subcontract or otherwise delegate its obligations under this Agreement
without Client's prior written consent. Contractor agrees to perform the
services in a professional manner and to complete the Project by October
12,1999.
2. Compensation.
2.1 Fees and Approved Expenses. Client will pay Contractor the fee of U$
100,000.00 for services rendered by Contractor pursuant to this Agreement.
Contractor will not be reimbursed for any expenses incurred in connection with
the performance of services under this Agreement, unless those expenses are
approved in advance and in writing by Client or listed in Exhibit A as
Reimbursable Expenses.
2.2 Payment Due. Client will review the Work Product within ( 15 days ) days
after receiving it from Contractor to ensure that it meets the Project
requirements stated in Section 1. If Client does not give written notice of
rejection to Contractor within that time period (describing the reasons for the
rejection in reasonable detail), the Work Product will be deemed to be accepted.
Client will pay Contractor for services and will reimburse Contractor for
previously approved expenses within ( 15 days ) days after acceptance.
3. Independent Contractor Relationship. Contractor and Client understand,
acknowledge, and agree that Contractor's relationship with Client will be that
of an independent contractor and nothing in this Agreement is intended to or
should be construed to create a partnership, joint venture, or employment
relationship.
4. Trade Secrets and Confidential Information
4.1 Third-Party Information. Contractor represents that his performance of all
of the terms of this Agreement does not and will not breach any agreement to
keep in confidence proprietary information, knowledge or data of a third party
and Contractor will not disclose to Client, or induce Client to use, any
confidential or proprietary information belonging to third parties unless such
use or disclosure is authorized in writing by such owners.
4.2 Confidential Information. Contractor agrees during the term of this
Agreement and thereafter to take all steps reasonably necessary to hold in trust
and confidence information which he knows or has reason to know is considered
confidential by Client ("Confidential Information"). Contractor agrees to use
the Confidential Information solely to perform the Project hereunder.
Confidential Information includes, but is not limited to, technical and business
information relating to Client's inventions or products, research and
development, manufacturing and engineering processes, and future business plans.
Contractor's obligations with respect to the Confidential Information also
extend to any third party's proprietary or confidential information disclosed to
Contractor in the course of providing services to Client. This obligation shall
not extend to any information which becomes generally known to the public
without breach of this Agreement. This obligation shall survive the termination
of this Agreement.
5. Ownership of Work Product.
5.1 Definition. "Work Product" means the works of authorship conceived or
developed by Contractor while performing the Project services.
5.2 Assignment. Contractor hereby irrevocably assigns, conveys and otherwise
transfers to Client, and its respective successors and assigns, all rights,
title and interests worldwide in an to the Work Product and all copyrights,
contract and licensing rights, and claims and causes of action of any kind with
respect to any of the foregoing, whether now known or hereafter to become known
(except as stated otherwise in Section 5.3). In the event Contractor has any
rights in and to the Work Product that cannot be assigned to Client, Contractor
hereby unconditionally and irrevocably waives the enforcement of all such
rights, and all claims and causes of action of any kind with respect to any of
the foregoing against Client, its distributors and customers, whether now known
or hereafter to become known and agrees, at the request and expense of Client
and its respective successors and assigns, to consent to and join in any action
to enforce such rights and to procure a waiver of such rights from the holders
of such rights. In the event Contractor has any rights in and to the Work
Product that cannot be assigned to Client and cannot be waived, Contractor
hereby grants to Client, and its respective successors and assigns, an
exclusive, worldwide, royalty-free license during the term of the rights to
reproduce, distribute, modify, publicly perform and publicly display, with the
right to sublicense through multiple tiers of sublicensees, and the right to
assign such rights in and to the Work Product including, without limitation, the
right to use in any way whatsoever the Work Product. Contractor retains no
rights to use the Work Product except as stated in Exhibit B and agrees not to
challenge the validity of the copyright ownership by Client in the Work Product.
5.3. Ownership of Components. Contractor will retain copyright ownership of the
following components: ______NONE_______________________________ ("Retained
Components"). However, Contractor grants to Client a royalty-free, worldwide,
perpetual, irrevocable, nonexclusive license, with the right to sublicense
through multiple tiers of sublicensees, to reproduce, distribute, modify,
publicly perform and publicly display the Retained Components on any Web site
operated by or for Client and in marketing material.
5.4 Power of Attorney. Contractor agrees to assist Client in any reasonable
manner to obtain and enforce for Client's benefit copyrights covering the Work
Product in any and all countries. Contractor agrees to execute, when requested,
copyright, or similar applications and assignments to Client, and any other
lawful documents deemed necessary by Client to carry out the purpose of this
Agreement. Contractor further agrees that the obligations and undertaking stated
in this Section 5.4 will continue beyond the termination of Contractor's service
to Client. If called upon to render assistance under this Section 5.4,
Contractor will be entitled to a fair and reasonable fee in addition to
reimbursement of authorized expenses incurred at the prior written request of
Client. In the event that Client is unable for any reason whatsoever to secure
Contractor's signature to any lawful and necessary document required to apply
for or execute any patent, copyright or other applications with respect to any
Work Product, Contractor hereby irrevocably designates and appoints Client and
its duly authorized officers and agents as his agents and attorneys-in-fact to
act for and in his behalf and instead of Contractor, to execute and file any
such application and to do all other lawfully permitted acts to further the
prosecution and issuance of copyrights or other similar rights thereon with the
same legal force and effect as if executed by Contractor.
6. Return of Client's Property. Contractor acknowledges that Client's sole and
exclusive property includes all documents, such as drawings, manuals, notebooks,
reports, sketches, records, computer programs, employee lists, customer lists
and the like in his custody or possession, whether delivered to Contractor by
Client or made by Contractor in the performance of services under this
Agreement, relating to the business activities of Client or its customers or
suppliers and containing any information or data whatsoever, whether or not
Confidential Information. Contractor agrees to deliver promptly all of Client's
property and all copies of Client's property in Contractor's possession to
Client at any time upon Client's request.
7. Warranties. Contractor represents and warrants that:
(a) The Work Product was created solely by him, his full-time employees
during the course of their employment, or independent contractors who
assigned all right, title and interest worldwide in their work to
Contractor.
(b) Contractor is the owner of all right, title and interest in the
tangible forms of the Work Product and all intellectual property rights
protecting them. The Work Product and the intellectual property rights
protecting them are free and clear of all encumbrances, including, without
limitation, security interests, licenses, liens, charges or other
restrictions;
(c) Contractor has maintained the Work Product in confidence.
(d) The use, reproduction, distribution, or modification of the Work
Product does not and will not violate the rights of any third parties in
the Work Product including, but not limited to, copyrights, trade secrets,
trademarks, publicity and privacy.
(e) The Work Product is not in the public domain.
(f) Contractor has full power and authority to make and enter into this
Agreement.
8. Indemnification. Contractor agrees to defend, indemnify, and hold harmless
Client, their officers, directors, sublicensees, employees and agents, from and
against any claims, actions or demands, including without limitation reasonable
legal and accounting fees, alleging or resulting from the breach of the
warranties in Section 7. Client shall provide notice to Contractor promptly of
any such claim, suit, or proceeding and shall assist Contractor, at Contractor's
expense, in defending any such claim, suit or proceeding.
9. General Provisions. This Agreement will be governed by and construed in
accordance with the laws of the United States and the State of Florida as
applied to agreements entered into and to be performed entirely within that
state between residents of that state. This Agreement, including any Exhibits to
this Agreement, constitutes the entire agreement between the parties relating to
this subject matter and supersedes all prior or simultaneous representations,
discussions, negotiations, and agreements, whether written or oral. The
Agreement may not be modified except by written instrument signed by both
parties. No term or provision hereof will be considered waived by either party,
and no breach excused by either party, unless such waiver or consent is in
writing signed on behalf of the party against whom the waiver is asserted. No
consent by either party to, or waiver of, a breach by either party, whether
express or implied, will constitute a consent to, waiver of, or excuse of any
other, different, or subsequent breach by either party. Contractor may not
assign its rights or obligations arising under this Agreement without Client's
prior written consent. Client may assign its rights and obligations under this
Agreement. This Agreement will be for the benefit of Client's successors and
assigns, and will be binding on Contractor's heirs, legal representatives and
permitted assignees. If any dispute arises between the parties with respect to
the matters covered by this Agreement which leads to a proceeding to resolve
such dispute, the prevailing party in such proceeding shall be entitled to
receive its reasonable attorneys' fees, expert witness fees and out-of-pocket
costs incurred in connection with such proceeding, in addition to any other
relief to which it may be entitled. All notices, requests and other
communications required to be given under this Agreement must be in writing, and
must be mailed by registered or certified mail, postage prepaid and return
receipt requested, or delivered by hand to the party to whom such notice is
required or permitted to be given. Any such notice will be considered to have
been given when received, or if mailed, five (5) business days after it was
mailed, as evidenced by the postmark. The mailing address for notice to either
party will be the address shown on the signature page of this Agreement. Either
party may change its mailing address by notice as provided by this Section. The
following provisions shall survive termination of this Agreement: Sections 4, 5,
6, 7 and 8.
This Agreement is effective as of September 02, 1999.
By: By:
Typed name : Xxxxxxx Xxxxxxx Typed name : Xxxxxxxxx Xxxxxxx
Title : CFO Title : Manager
Address : 0000 X.X. 00 Xx. Xxxxxxx : Cra. 9 Xx. 00 -00
Xxxxx, Xx. 00000 Xxxxxx, Xxxxxxxx
