Exhibit 10.8
BUSINESS ALLIANCE AGREEMENT
THIS AGREEMENT is entered into this 11th day of August, 1999 by and
between Spider Inc., a Nevada corporation, registered to do business in the
State of New York, with a principle place of business at 000 Xxxxxxxxx Xxxx, X.
Xxxxxxxxx, XX 00000 ("SPIDER") and eSAFETYWORLD, Inc., a Nevada corporation
("eSAFETYWORLD"), doing business at 000-00 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX
00000.
Whereas, SPIDER is engaged in the business of Internet E-Commerce, and
eSAFETYWORLD is engaged in the business of selling products on a
Business-to-Business level.
Whereas, SPIDER is engaged in the business of providing
Business-to-Business and Business-to-Consumer E-Commerce solutions for
manufacturers, distributors, wholesalers, retailers and mail order catalog
companies and is compensated by the clients for such service through fees and/or
commissions on and/or a royalty sales of product in an E-Commerce environment.
eSAFETYWORLD is engaged in the business of selling products on a
Business-to-Business and Business-to-Consumer level and is compensated by the
clients for such sales of products, and whereas, the Parties desire to engage in
a Business Alliance (BA) under the terms and conditions of this Agreement.
Therefore, for good consideration the parties agree as follows:
1. Appointment. eSAFETYWORLD hereby appoints SPIDER as representative to provide
Business-to-Business and Business-to-Consumer E-Commerce on an exclusive basis.
2. Compensation. SPIDER agrees to provide all services set forth herein for a
monthly fee of $10,000. eSAFETYWORLD agrees to pay the invoice within 14 days of
the date of invoice with the first payment due upon the effective date of the
eSAFETYWORLD, Inc. initial public offering.
(a) Spider shall use its proprietary software to design and maintain
an E-Commerce website for eSAFETYWORLD. The site shall reside on
Spider's servers, and Spider shall maintain redundant back up
systems for such servers.
(b) Spider and its affiliate, World Internet Marketing Corporation,
shall also conduct an Internet marketing campaign on behalf of
eSAFETYWORLD, customizing their strategies and technologies to
meet eSAFETYWORLD's specific needs.
3. Relationship of Parties. Party's relationship to BA in the performance of
this Agreement is that of an independent contractor. The personnel performing
services shall at all times be under each individual Parties' exclusive control
and direction and shall be employees of each individual and not employees of the
BA.
4. Miscellaneous.
(a) Each party shall provide The BA with a list of services offered
by the Party and shall notify the other Party within twenty-four
(24) hours after the date the Party adds any new product and/or
service.
5. Termination. This Agreement may be terminated by either Party giving the
other Party 90 days written notice after December 31, 2010. A final accounting
shall be rendered within 90 days after such termination. The Parties agree that
pending termination, each Party will continue to comply with all its
obligations.
6. Assignment. Neither this agreement or any interest of either of the parties
herein may be assigned, pledged, transferred, or hypothecated, without the prior
written consent of the Parties hereto; and neither Party may assign any rights
or delegate any duties hereunder without the others express written consent.
7. Severability. The illegality or unenforceability of any term or condition of
this agreement shall not effect any other term or condition thereof.
8. Confidentiality.
(A) The Parties understand and agree that in the performance of this
agreement each Party may have access to private or "Confidential
Information" (as here in after defined) of the other Party. Each
Party agrees that:
(I) All confidential Information shall remain the exclusive
property of the owner;
(II) It shall not, and shall not use prudent methods to cause
its employees and agents to maintain the confidentiality
and secrecy of the confidential information;
(III) It shall not, and shall not use prudent methods to ensure
that its employees and agents do not, copy, publish,
disclose, to others or use (other than pursuant to the
terms hereof) the Confidential Information; and
(IV) It shall return or destroy all copies of Confidential
Information upon request of the other Party.
(B) Each Party shall be permitted to disclose Confidential
Information to the extent required by the law if legal process,
provided that the disclosing Party provides the other Party
hereto written notice of such disclosure requirement upon receipt
thereof.
(C) Upon the expiration or termination of this agreement for any
reason, each Party, at its expense, shall promptly return to the
other all copies of the Party's Confidential Information.
(D) "Confidential Information" shall mean with respect to a party
hereto:
(I) Trade secrets, designs, formula, drawings, diagrams of the
clients data, including information in the data base,
software, algorithms, techniques;
(II) Customer and contacts, marketing strategies, names of
vendors and suppliers, cost and pricing information and
methods, lists or other written records used in business,
operation techniques;
(III) All tangible material that embodies the Confidential
Information including electronic media; and
(IV) Any other confidential information of trade secrets
relating to the business or affairs of either Party hereto
which the other party may acquire or develop in connection
with or as a result of the performance of this agreement
or the transactions contemplated herein.
(E) Not with standing the forgoing, "Confidential Information" shall
not include any information to the extent such as information is
or shall become:
(I) A part of the public domain through no act omission on the
part of the receiving Party;
(II) The possession of the receiving Party without actual or
constructive knowledge of an obligation of confidentially
with the respect thereto, at or prior to the effective
data of this agreement;
(III) Disclosed to the receiving Party by a third Party having
no obligation of confidentiality with respect thereto;
(IV) Released from confidentiality by written consent of the
disclosing Party; and
(V) Independently developed by the receiving Party;
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(F) The Parties mutually agree that, except as may be required by the
law, this agreement in totality is confidential and its existence
will not be disclosed by either Party or their respective agents
to any third Party.
9. Arbitration. Any controversy or claim arising out of or relating to this
agreement, or its breach, shall be settled by arbitration in the County of
Suffolk in accordance with the governing rules of the American Arbitration
Association. Judgement upon an award rendered by the arbitrator or arbitrators
may be entered in any court of competent jurisdiction.
10. Modification. This writing contains the entire agreement of the Parties. No
representations were made or relied upon by either Party, other than those that
are expressly set forth. No agent, employee, or other representative of either
Party is empowered to alter any terms of this agreement, unless done in writing
and signed by Xxxx Xxxxx.
11. Indemnity. Each Party shall defend or settle, at its own expense, any claim
made against the other by any third Party, including alleged infringements upon
any United States patent, copyright, trade secret, or other proprietary right
and shall indemnify and hold harmless each other against any final judgement,
including an award of attorneys fees that may be awarded by a court of final
jurisdiction against either of them as a result of the foregoing from the data
hereof in connection with the business operations of the business to be
conducted hereunder.
12. Non Solicitation. During the term of this agreement and for the period of
two years after the termination hereof, both Parties agree not to solicit
clients of the other Party.
13. Restrictive Covenant. Each Party agrees not to solicit, directly or
indirectly (or assist any other entity to solicit) any present of former
employee of the other or any client during the term of this agreement and for a
period of two years thereafter.
14. Binding Effect. The provisions of this agreement shall be binding upon, and
inure to the benefit of, each of the Parties and their respective successors and
assigns.
15. Governing Law. The Parties agree that this Agreement shall be governed by
the laws of the State of New York.
16. Entire Contract. THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE
PARTIES AND SUPERSEDES ALL PREVIOUS VERBAL AND WRITTEN AGREEMENTS,
REPRESENTATION OR WARRANTIES.
Executed by the Parties on the day and year first above written. Said
date becomes the "effective date" of the agreement.
COMPANY
eSAFETYWORLD, Inc. Spider Inc.
By: /s/ Xxxxxx Xxxx By: /s/ Xxxx Xxxxx
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Xxxxxx X. Xxxx, Chairman Xxxx Xxxxx, CEO
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