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EXHIBIT 99.1
BUSINESS REPRESENTATION CONTRACT
Xxxxxx X Xxxxxx, Xxxxx X XxXxxxx and Xxxx Xxxxxx agree to the following:
1. Xxxx Xxxxxx agrees to act as a board member on the NetPartners Internet
Solutions, Inc. (NetPartners) board, on behalf of Xxxxx XxXxxxx and Xxxxxx
Xxxxxx, and to protect Xxxxx XxXxxxx and Xxxxxx Xxxxxx'x interests as they
relate to NetPartners, subject to any limitations that a director of any
company are subject to. Xxxx Xxxxxx will act as a business advisor, not a
lawyer for services performed as a result of this contact. Separate legal
help may be used sparingly when agreed and will be provided by Xxxxxx &
Xxxxxxx or another major firm as agreed, and fees & costs will be paid 80%
by Xxxxx XxXxxxx and Xxxxxx Xxxxxx, and 20% by Xxxx Xxxxxx.
2. From this day forward, if any full or partial liquidation event occurs with
regard to Xxxxx XxXxxxx or Xxxxxx Xxxxxx'x ownership in NetPartners, Xxxxx
XxXxxxx and Xxxxxx Xxxxxx agree to pay Xxxx Xxxxxx 4% of the liquidation
event within 30 days of the event occurring, payment to be made in kind.
4. If Xxxx Xxxxxx should be incapacitated in any way resulting in a
permanently continuing failure to performance his duties under this
agreement, a determination will be made on such a "failure to perform" by
Xxxxx XxXxxxx and Xxxxxx Xxxxxx at their sole discretion. Xxxx Xxxxxx'x
contribution will be determined first by mutual agreement with Xxxx Xxxxxx
(or his estate) if possible, and if not by mutual agreement then by
mediation, and if the mediation conclusion is not accepted by both sides,
then by binding arbitration before the San Diego American Arbitration
Association.
5. This contract will automatically terminate when Xxxxx XxXxxxx and Xxxxxx
Xxxxxx'x ownership in NetPartners is completely liquid.
6. Any party can terminate this contract on an at-will basis. In such case, a
determination will be made with regard to Xxxx Xxxxxx'x contribution, and
resulting payment, if any, to terminate this contract. This will be
determined first by mutual agreement between Xxxxx XxXxxxx and Xxxxxx
Xxxxxx and Xxxx Xxxxxx if possible, and if not by mutual agreement then by
mediation, and if the mediation conclusion is not accepted by all sides,
then by binding arbitration before the San Diego American Arbitration
Association.
7. Any disputes arising between the parties as a result of this contract will
be referred to mediation, and if the mediation conclusion is not accepted
by all sides, then by binding arbitration before the San Diego American
Arbitration Association.
Agreed to on March 29, 1999 by,
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxx XxXxxxx
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Xxxxx XxXxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
