INTERNET MARKETING
JOINT VENTURE AGREEMENT
THIS AGREEMENT made and entered into on this 14th day of January, 1999, by and
between 1st NET Technologies, Inc., a Colorado Corporation, having offices at
00000 Xxxx Xxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 (hereafter referred to as
1st NET) and Xxxxxxxxx.xxx, Inc., a Colorado Corporation, (hereafter referred to
as N.C.I. having its principal office at 0000 Xxxxxxx Xxxxxx, Xxxxx 00, Xxxxxx,
XX, 00000
WITNESSETH:
WHEREAS, 1st NET & N.C.I. are desirous of entering into this Agreement
whereby 1st NET will provide Internet marketing, web site design,
maintenance, hosting and public relations services for N.C.I. as an
independent contractor; and
WHEREAS, the parties hereto desire to enter into an Agreement which will
define their rights and responsibilities toward each other.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the parties hereto agree as follows:
1 1st NET shall at all times act as an independent contractor in the
transaction of its business and shall conduct its activities in accordance
with the recognized practices of the industry. Nothing contained in this
Agreement shall be construed to create the relationship of employer and
employee between N.C.I. and 1st NET.
2 This Agreement shall commence on the date hereof and shall remain in full
force and effect from the date of it's commencement until cancelled by the
parties for any of the following reasons:
a) If either entity that is a party to this Agreement shall be sold, merged
and/or acquired by an outside group or entity whereby the existing
management and/or Board of Directors are no longer in control of the
affairs of the surviving Company.
b) Dishonesty related to any act or actions by either party
c) Violation of any rule or regulation of any regulatory agency by either
party
d) Any other neglect, act or omission detrimental to the business of
affairs of either party
3 To the best of its abilities, 1st NET shall perform the services as
outlined in the paragraph below:
The focus and purpose of 1st NET's Internet Services is to create an
effective presence on the Internet for its client companies. Through a
structured program, designed to be all encompassing, 1st NET and its
clients can accomplish this goal. There are three main areas on which we
focus: 1) The dissemination and presentation of all pertinent corporate
information, 2) The comprehensive marketing of the client's web site
content in an effective method, and 3) The development and maintenance of a
structured, user database.
4 1st NET shall be responsible for the payment of all expenses and taxes or
other liabilities, which 1st NET incurs due to the receipt of any
compensation as a result of this Agreement.
5 1st NET shall be free to exercise its own judgment as to the time, place
and manner of its actual marketing and public relations activities related
to this Agreement. N.C.I. acknowledges that 1st NET is engaged in other
business activities and that it will continue such activities during the
term of this Agreement. 1st NET shall not be restricted from engaging in
other business activities during the term of this Agreement.
6 Neither during the term of this Agreement nor thereafter shall 1st NET use
any information acquired by them in a manner adverse to the interests of
N.C.I. or do any act to damage the goodwill of N.C.I. 1st NET shall supply
to N.C.I., upon request, all sources of information and shall not make an
untrue statements or misrepresentations, nor fail to state any material
fact to N.C.I. 1st NET shall indemnify and hold N.C.I. harmless from the
claim of any client or company due to any allegation of fraud or
misrepresentation from any and all damages related thereto. This provision
shall survive the termination of this Agreement.
7 1st NET understands and agrees that in performance of its duties hereunder
they will have certain confidential and proprietary information
("information") concerning N.C.I., some of which are confidential,
proprietary and may be trade secrets of N.C.I. 1st NET agrees to hold all
of such information within its own organization and shall not, without the
prior written consent of an authorized officer of N.C.I. utilize,
communicate, or otherwise disclose said information, or any part thereof,
to any third party in any manner.
8 N.C.I. will pay a fee of $50,000 cash and 1,000,000 common shares of
restricted (Rule 144) stock for the services provided by 1st NET under this
Agreement. Late payments will suspend any and all performance by lst NET
and all payments are non-refundable.
9 Monthly fees may be increased to fulfill the requirements of N.C.I. as
mutually agreed upon by both parties.
10 In the event that any claim, lawsuit or controversy arises or is brought
against N.C.I. or 1st NET as a result of any action or inaction of 1st NET
or N.C.I., the expenses incurred, including reasonable attorney's fees
shall be borne by the losing party.
11 This Agreement shall supersede all former agreements, which may have
existed between the parties hereto, whether oral or written. Neither party
may assign this contract nor any payment nor benefits to which the parties
may become entitled, without prior written consent.
12 This Agreement shall be deemed a California contract and governed by the
laws thereof. Any provision of this Agreement prohibited by the laws of any
state shall, as to such state, be ineffectual only to the extent of such
prohibition and shall not invalidate the remaining provisions of this
Agreement.
13 Any controversy or claim arising out of or relating to this contract, or
the breach thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
IN WITNESS HEREOF, the parties hereto have executed this document as of the date
and year written below.
For: Nickleby's. com
BY: /s/ Xxxxx X. Xxxxx Date: 2/4/99
--------------------------------- ---------------
Xxxxx Xxxxx, CEO
Xxxxxxxxx.xxx, Inc.
For: 1st Net Technologies, Inc.
BY: /s/ Xxxxx Xxxxx Date: 2/1/99
--------------------------------- ---------------
Xxxxx Xxxxx, President
1st Net Technologies, Inc.
