May 27, 2002
Norvanco Inc.
Xxxx 00 - 0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, XX
X0X 0X0
Dear Sirs:
Re: NORVANCO Productions
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Further to our recent discussions between Norvanco Inc. ("Norvanco") and Maia
Mobile Corp. ("Maia"), this letter will serve to confirm and document our
preliminary agreement with respect to the establishment of a business
relationship between the two parties. In our discussions, we have agreed that
Xxxx will provide NORVANCO with innovative and revenue generating wireless
solutions and services for upcoming NORVANCO productions.
Our representations and agreements are as follows:
1. NORVANCO's Representations and Warranties
NORVANCO represents and warrants to Maia that:
(a) it is a television production company, creating a broad range of low
cost entertainment material for distribution via cable television,
pay-per-view, video tape, CD's and the Internet;
(b) it intends to create a variety of talent based cyber auditions which
will be displayed and aggressively promoted internationally via
television and Internet;
(c) it also intends to rollout the Natural Follies (www.naturalfollies.
com or xxx.xxxxxxxxxxxxxx.xx) as its first talent based cyber audition
production.
2. Xxxx's Representations and Warranties
Xxxx represents and warrants to NORVANCO that:
(a) it is a mobile solutions and services company that has personnel with
communications experience capable of developing innovative wireless
solutions;
(b) it has the technological expertise and infrastructure to handle all
technical and customisation matters in the rollout of customized
wireless services.
3. NORVANCO's Responsibilities
XXXXXXXX xxxxxx agrees with Xxxx that:
(a) it will make available to Maia all information and resources in its
possession or control for the development of a comprehensive and
interactive website for Natural Follies (xxx.xxxxxxxxxxxxxx.xxx or
xxx.xxxxxxxxxxxxxx.xx) and the incorporation of innovative wireless
services using short message services (SMS);
(b) it will diligently provide all marketing channels necessary to roll
out SMS based mobile services to all its users and potential
audiences;
(c) it will allow Xxxx the "right of first refusal" for the development of
any wireless services or solutions for its cyber based productions.
4. Xxxx's Responsibilities
Xxxx hereby agrees with NORVANCO that:
(a) it will develop and provide various mobile solutions and services;
(b) it will share revenues generated from these services; and
(c) it will participate in any advertising campaign to promote any of
NORVANCO's productions.
5. Confidentiality
Each of the parties agrees that all information of whatsoever nature and kind
arising out of operations conducted pursuant to this Agreement shall be for the
sole and exclusive benefit of the parties, shall be treated as confidential by
the parties hereto and shall not be disclosed by any party to any third party
except to prospective customers, prospective purchasers, technical, financial
and legal advisors and consultants, or except to the extent that such disclosure
may be necessary in order to satisfy any legal requirements or requirements of
any recognised stock exchange. Except as aforesaid, information shall be
disclosed or disseminated only with the mutual and unanimous consent of the
parties, which consent shall not be unreasonably withheld. Provided within 48
hours after receipt of a request to approve a press release, the press release
may be issued without consent. The requirement of confidentiality for which
provision is made in this paragraph shall continue to bind any party hereto
which is no longer a party to this Agreement for a period of one year following
the date upon which such party ceases to be a party to this Agreement.
6. Public Announcements
If a party wishes to issue or make any public announcement or statement which
contains material and non-public information about this Agreement or any
operations conducted pursuant
to this Agreement, it shall not do so unless prior thereto it furnishes the
other party with a copy of such announcement or statement and obtains the
approval of the other party which approval shall not be unreasonably withheld;
provided however, that a party shall not be prohibited from issuing or making
any such public announcement or statement in connection with any reports to its
stockholders or others in order to comply with any law or regulation of any
government or governmental agency having or purporting to have jurisdiction with
respect thereto, including, but not limited to, any securities commission or
stock exchange.
7. Not a Partnership
Except as specifically set out herein, the obligations of each party under this
Agreement shall be in every case several and shall not be, or be construed to
be, either joint or joint and several and nothing herein shall be construed as
creating a partnership between the parties. Nothing contained in this Agreement
shall be deemed to constitute a party an agent or legal representative of the
other party or to create any fiduciary relationship for any purpose whatsoever.
Except as otherwise specifically provided in this Agreement, a party shall not
have any authority to act for, or to assume any obligation or responsibility on
behalf of any other party. Except as expressly provided in this Agreement, each
party shall have the free and unrestricted right to independently engage in and
receive the full benefits of any and all business endeavours of any sort
whatsoever not related to this Agreement, whether or not competitive with the
endeavours contemplated herein, without consulting or inviting or allowing any
other party hereto any interest therein. No party shall be under any fiduciary
or other duty to the other which will prevent it from engaging in or enjoying
the benefits of competing endeavours within the general scope of the endeavours
contemplated by this Agreement. The legal doctrines of "corporate opportunity"
or "business opportunity" sometimes applied to joint venturers or other
fiduciaries shall not apply in the case of any other endeavour of a party.
8. Notice
Any notice or election permitted or required to be given hereunder shall be in
writing and shall be effective if delivered or faxed to the current address of a
party or to such other address as a party shall inform the others by like
notice. Any such notice will, if delivered, or faxed be deemed to have been
given and received on the day it was delivered.
9. Law
The parties agree that this Agreement shall be interpreted and governed
according to the laws of British Columbia and Canada.
10. General
(a) This Agreement shall be binding upon the parties hereto and their
respective successors and permitted assigns.
(b) Time shall be of the essence hereof.
(c) This Agreement constitutes the entire agreement between Maia and
NORVANCO and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written between the
parties, and there are no warranties, representations or other
agreements among the parties except as specifically set forth herein.
(d) This letter agreement shall be effective from and as of the date of
execution by NORVANCO.
(e) This Agreement may be executed in one or more original or facsimile
transmitted counterparts each of which so executed shall constitute an
original and all of which together shall constitute one and the same
agreement.
If the foregoing terms and conditions reflect our agreement, please execute and
return the enclosed duplicate copies of this letter agreement and we shall
consider it to be a binding agreement.
Yours very truly,
Maia Mobile Corp.
Per: /s/ Xxxx Xxxxxxx
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Authorised Signatory
Acknowledged and agreed to as of the 28th day of May 2002.
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NORVANCO Inc.
Per: /s/ Xxxxx X. Xxxx
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Authorised Signatory
