THIS AGREEMENT made the 18th day of May, 1998
BETWEEN
1. MOMENTUM INTERNET INCORPORATED whose registered office is situated at PO
Box 71, Craigmuir Xxxxxxxx, Roadtown, Tortola, British Virgin Islands
("Momentum"); and
2. OPTIONS DIRECT (Europe) Limited whose registered office is situated at
Xxxxx Xxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxx Xxxx, XX0X 0XX, XX ("Options
Direct")
WHEREAS
1) Momentum is engaged in the business of providing websites and technical
support for Internet connectivity.
2) Options Direct is a stock broker and duly authorized to carry on
business as such under the laws of England and wishes to obtain the benefit of
the knowledge, skill and experience of Momentum in developing Internet trading
in securities on the terms and conditions hereinafter appearing
NOW IT IS HEREBY AGREED as follows:
1. Definition
1.1 The Service
The provision by Momentum of Internet connectivity Technical support Design
and construction of Options Direct's pages on the Momentum's Swiftrade website.
Hosting of Option Direct's web pages Trading and portfolio management software.
Marketing and promotion of the Momentum's Swiftrade website on the Internet and
in print publications.
1.2 The Business
The buying and selling of securities listed and/or quoted on the London
Stock Exchange.
1.3 The Business System
The method of utilising the Service developed and implemented by Momentum
in connection with the operation of the Business adopting the methods techniques
and knowledge of Momentum.
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1.4 The Operation
The operation by Options Direct of the Business through the Service using
the Business System.
2. The Grant
2.1 Momentum hereby grants to Options Direct the non-exclusive right to the
Service
2.2 Options Direct hereby acknowledges that it is bound to use the Service
exclusivcly through Momentum
3. Momentum's obligation
3.1 Momentum will provide advice and assistance in relation to the Service
4. Option Direct's obligations
4.1 All clients obtained through the Operation will be provided by Options
Direct with the services of a broker in its capacity as a stockbroker authorized
to carry on business in England
4.2 Options Direct will arrange for the transmission of detailed account
opening documents to the clients by automated electronic mail, obtaining
completed application forms and receiving funds
5. The Term
5.1 This agreement shall commence on the date hereof and will continue for
a period of five years unless terminated in accordance with the provisions
contained in clause 11 hereof
6. Exclusivity
6.1 The rights granted to Options Direct herein shall extend only to the
United Kingdom and Options Direct agrees unless with the prior written consent
of Momentum that it will not make use nor will it permit or authorize any use of
the Business System nor will it knowingly offer or provide any information or
assistance to any person, firm, company or undertaking which intends or may seek
to use such information
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7. Remuneration
7.1 Options Direct agrees to pay 15% of the Turnover of the Operation to
Momentum on the first 50 trades per trading day and to pay 25% of the Turnover
of the Operation to Momentum on trades over 50 per trading day.
7.2 "Turnover" for the purposes of calculation payments to be made by
Options Direct to Momentum is the gross commissions earned by Options Direct
from the Operation arising directly or indirectly from the utilization of the
Business System during each month of the term of this agreement (and for any
period less than a complete calendar month prior to the payment date) less any
costs of settlement.
7.3 The payment date will not be later than three weeks from the end of
each calendar month such payments to be made by cheque/telegraphic
transfer/banker's draft to a specified bank account of Momentum
7.4 In the event that any sums due to Mornentarn are not paid by Options
Direct on the due date, such sums shall bear interest from day to day at the
annual rate of 7%
8. Accounts and records
8.1 Options Direct will;
8.1.1 maintain or procure the maintaining of an accurate account and
record of the buying and selling of securities carried out using the
Business System each month and commissions received and shall send to
Momentum a monthly statement thereof prior to the payment date each month
8.1.2 Momentum or through its duly appointed agent shall be entitled
to examine the separate books and accounts kept by Options Direct in
connection with the Operation and be supplied at Momentum's expense, with
all relative information including invoices, operating statistics and other
such financial information in such form as Momentum may reasonably require
to be kept properly informed about the Operation and any other relevant
activities of Options Direct
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9. Termination
9.1 Momentum may terminate this agreement forthwith by giving notice in
writing to Options Direct in any of the following events;
9.1.1 if Options Direct shall at any time fail to pay any amounts due
and payable to Momentum hereunder within ten days of a notice in writing
requesting such payments:
9.1.2 if Options Direct shall fail to submit to Momentum in a timely
manner any of the accounting, financial or record information required to
be so submitted;
9.1.3 if Options Direct shall fail to operate or procure the Operation
of the Business in accordance with the Business System;
9.1.4 if Options Direct shall fail to commence operations within 90
days from the signing of this agreement;
9.2 Options Direct may at any time terminate this Agreement by giving not
less than one months' notice in writing to Momentum.
10. Consequences of Termination
10.1 Upon the termination or expiration of this agreement for any reason
Options Direct shall;
10.1.1 pay to Momentum the full amount of all monies then or
thereafter due together with any interest thereon up until the date of
payment as and when it would otherwise have been payable.
10.1.2 Immediately cease the Operation and to use the Business System
or authorize any other person so to do and shall not thereafter hold itself
out in any way as the operator of the Business System in Hong Kong and
refrain from any action that would or may indicate any relationship between
it and Momentum;
10.2 The expiration or termination of this Agreement shall be without
prejudice to the accrued rights of the parties and any provision hereof which
relates to or governs the acts of the parties hereto subsequent to such expiry
or termination hereof shall remain in full force and effect and shall be
enforceable notwithstanding such expiry or termination.
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11. Force majeure
11.1 Neither of the parties of this Agreement shall be responsible to the
other party for any delay in performance or non-performance due to any causes
beyond the reasonable control of the parties hereto, but the affected party
shall promptly upon the occurrence of any such cause so inform the other party
in writing, stating that such cause has delayed or prevented its performance
hereunder and thereafter such party shall take all action within its power to
comply with the terms of this Agreement as fully and promptly as possible
12. Notices
12.1 Any notice, demand or other communication to be given hereunder shall
be deemed to have been delivered (a) if given or made by letter, by airmail
witin seven (7) days from the date of posting; (b) if by hand when actually
delivered to the relevant address; (c) if given or made by fax or electronic
mail, when dispatched
12.2 Such notice shall be sent if by post or by hand to the last known
address of either party or in the case of electronic transmission to the last
known fax number or electronic mail number or either party
13. Governing law
13.1 This Agreement and all rights and obligations of the parties hereto
shall be governed and construed in accordance with the Laws of England and the
parties hereto hereby submit to the jurisdiction of the English Courts.
IN WITNESS whereof this Agreement has been executad on the day and year first
above written.
SIGNED by )
For and on behalf of Momentum ) /S/ Xxxxxxx Xxxxx
Internet Incorporated in the )
presence of: )
SIGNED by )
For and on behalf of Options )
Direct (Europe) Limited )
in the presence of: )
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