WEBSITE AND DATABASE
DEVELOPMENT AGREEMENT
By and Among
Full Circle Promotions, Inc.,
a Nevada corporation
and
JCL Style, Inc.,
a Delaware corporation
THIS WEBSITE AND DATABASE DEVELOPMENT AGREEMENT ("Agreement") is made
and entered into in duplicate this ___ day of _____, 2002, by and among Full
Circle Promotions, Inc., a Nevada corporation ("Contractor"), and JCL Style,
Inc., a Delaware corporation ("Purchaser").
RECITALS
A. The Contractor desires to develop, on the terms and subject to
the conditions specified in this Agreement, a Website and Database,
hereinafter described, for the Purchaser.
B. Purchaser desires to acquire, and the Contractor desires to develop
for Purchaser, the Website and Database with features as described herein to be
designed and developed by Contractor, in addition to any necessary literature,
manuals, handbooks, schematics and supporting documentation required by
Purchaser to utilize the Website and Database, on the terms and subject to the
conditions specified in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS,
PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:
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ARTICLE I
DEFINITIONS
As used in this Agreement, in addition to terms defined elsewhere in
this Agreement, the terms specified below in this Article I shall have the
definitions and meanings specified immediately after those terms, unless a
different and common meaning of the term is clearly indicated by the context,
and variants and derivatives of the following terms shall have correlative
meanings. To the extent that certain of the definitions and meanings specified
below suggest, indicate, or express agreements between or among parties to this
Agreement, or specify representations or warranties or covenants of a party, the
parties agree to the same by execution of this Agreement. The parties to this
Agreement agree that agreements, representations, warranties, and covenants
expressed in any part or provision of this Agreement shall for all purposes of
this Agreement be treated in the same manner as other such agreements,
representations, warranties, and covenants specified elsewhere in this
Agreement, and the article or section of this Agreement within which such an
agreement, representation, warranty, or covenant is specified shall have no
separate meaning or effect on the same.
1.1 "Agreement". This Website and Database Development Agreement,
including all of its schedules and exhibits and all other documents specifically
referred to in this Agreement that have been or are to be delivered by a party
to this Agreement to another such party in connection with the Transaction or
this Agreement, and including all duly adopted amendments, modifications, and
supplements to or of this Agreement and such schedules, exhibits and other
documents.
1.2 "Website". Shall consist of a customized, publicly accessible
Internet site with a domain name as agreed upon by the parties that has a user
interface capability, allows customers to view and purchase Purchaser's
Products, and is capable of tracking user data and frequency of access
statistics. The Website shall have features as specified in Section 1.7.
1.3 "Database". Shall include a data tracking and collection program
designed and developed to compile, manipulate, edit and update product and
customer data. Such data shall include customers' names, address, ordering
history and preferences, as well as product features, prices, shipping,
inventory, sales and returns. The Database shall include onsite training
provided by Contractor as specified herein, along with printed step-by-step
documentation in use of the Database.
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1.4 "Purchaser". JCL Style, Inc., a Delaware corporation, which,
pursuant to the provisions of this Agreement, is purchasing the Website.
1.5 "Contractor". Full Circle Promotions, Inc., a Nevada corporation,
which, pursuant to the provisions of this Agreement, is developing the Website
for the Purchaser.
1.6 "Proprietary Information". Shall mean and include, without
limitation, any and all marketing and sales data, plans and strategies,
financial projections, Purchaser client lists, prospective client lists,
promotional ideas, data concerning Purchaser's services, designs, methods,
inventions, improvements, discoveries, designs whether or not patentable,
"know-how", training and sales techniques, and any other information of a
similar nature disclosed to Contractor or otherwise made known to Contractor as
a consequence of or through this Agreement during the term hereof. The term
Proprietary Information shall not include any information that (i) at the time
of the disclosure or thereafter is or becomes generally available to and known
by the public, other than as a result of a disclosure by Contractor or any agent
or representative of Contractor in violation of this Agreement, or (ii) was
available to Contractor on a non-confidential basis from a source other than
Purchaser, or any of Purchaser's officers, directors, employees, agents or other
representatives.
1.7 "Website Features". Consists of the following:
(a) An online customer interface capability for customers to browse and
purchase Purchaser's products.
(b) One page for each of Purchaser's products offered; each page shall
feature an image, description and price of that product, as provided by
Purchaser.
(c) Data collection capability for Purchaser's customer database, which
shall include, as a minimum, the capability to collect and record
customers' first names, last names, e-mail addresses, shipping
information and customers' product interests.
(d) Utilization of Yahoo! Storefront management and setup capabilities,
with links to Purchaser's Website, as described herein.
(e) Capability for Purchaser to add, delete or edit and publish additional
product pages as desired.
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1.8 "Software". Consists of any necessary computer program or programs
designed to publish Purchaser's Website with the Features as described, and
compatible with the website hosting service upon which the Website will be
hosted, and to operate Purchaser's Database as described herein.
(a) The Software for the Database will be delivered as
follows:
(i) On a compact disk, floppy disks or other medium
as selected by Contractor;
(ii) In object code language or subject code language
as determined by Contractor.
(b) All related printed documentation, including manuals
covering the installation, application, and use of the computer program
and published specifications.
(c) All subsequent improvements to either the computer program
or the related printed documentation made by either Contractor or
Purchaser.
1.9 "Completion". The completion of the design and development of the
Website by the Contractor, which shall occur in two phases, "Phase One" and
"Phase Two":
(a) Phase One shall consist of Contractor's completion and
Purchaser's acceptance of the initial operational version of the
Website and Database, with the Features as specified herein. Upon
completion of Phase One, the Website shall be posted on the website
hosting service agreed to by the Parties.
(b) Phase Two shall consist of any additional or subsequent
capabilities or modifications that Purchaser requests after the
completion of Phase One. Contractor and Purchaser agree and acknowledge
that such subsequent changes will require additional time and
development costs. Such modifications do not include minor and routine
maintenance.
1.10 "Completion Date". The date on which the Completion actually
occurs, which shall be no later than August 31, 2002, unless otherwise agreed in
writing by the parties.
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1.11 "Consideration". Two Thousand Five Hundred Dollars, in U.S.
currency ($2,500.00) payable as specified in Article IV of the Agreement, by the
Purchaser to the Contractor in exchange for the purchase of the Website.
1.12 "Minor Maintenance". Shall include link updates and corrections to
existing text, graphics or images, and minimal page code changes as needed. This
shall exclude replacing blocks of text, major page reconstruction, new pages, or
navigation structure changes.
1.13 "Transaction". The development and sale of the Website for the
Consideration as contemplated by, and on the terms and subject to the conditions
of, this Agreement.
ARTICLE II
DEVELOPMENT AND PURCHASE AGREEMENT
AND LIMITATIONS
2.1 Development Services. Contractor shall provide the services
necessary to remedy any programming error attributable to Contractor that is
determined to exist in the Website, either by replacing the Software or by
taking appropriate corrective action. Contractor shall take any such corrective
action, make any necessary replacement, or provide other services promptly after
Purchaser identifies a claimed programming or other error relating to the
Software and notifies Contractor of that error. The development services
contemplated by the provisions of this agreement include, but are not
necessarily limited to, two (2) day training sessions for those persons
designated by Purchaser, which training sessions shall be provided upon
Completion of the Website development contemplated by this Agreement and shall
be conducted at the premises of Purchaser.
2.2 Website Content.
(a) The Website shall include Purchaser's corporate name and
contact information, and shall contain the Features as described
herein. Contractor shall design the Website such that potential
customers may access the Website, view and place online orders for
Purchaser's products. The Website shall also allow Purchaser to
tracking of customer identification, purchasing history and ordering in
the Database.
(b) Purchaser shall be solely responsible for any content
appearing on the Website, including, but not limited to, providing any
and all links, graphics, images, text, design and layout to for the
purpose of Contractor design, development and publication on any and
all pages comprising the Website, including product pages.
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(c) Purchaser shall be solely responsible for any and all
copyrights, copyrighted material, service or trademarks, including but
not limited to, notices, licenses, links and disclaimers pertaining to
any and all content appearing on Purchaser's Website.
2.3 Subsequent Modifications Not Included. If so desired and
subsequently agreed to by the parties, Contractor shall provide additional
Database or Website development services pursuant to this Agreement with respect
to any improvements, modules, similar or related products, upgrades or similar
modifications to the Database or Website made by Purchaser or to any computer
program comprising or incorporating all or any part of either the Database or
the Website. Such modifications will be governed by Section 1.9.
2.4 Minor Maintenance. This Agreement provides for minor web site pages
for a period of six (6) months from the completion date, up to an average of one
half hour per regular web page, including updating links and making minor text
changes. This shall exclude changes to blocks of text, major page
reconstruction, new pages, guestbooks, discussion webs, navigation structure
changes, and attempted updates by Purchaser resulting in needed repairs.
2.5 Access to Data and Computer. On request, Purchaser shall provide
Contractor with printouts of the Software or of data in storage that exhibits
evidence of a programming error. Purchaser shall provide Contractor with access
to Purchaser's computer and sufficient computer time to enable Contractor to
duplicate the problem, determine that it results from the Software, and, after
corrective action or replacement has taken place, determine that the problem has
been alleviated.
2.6 Copies.
(a) Except as provided herein, Purchaser shall not copy any
portion of the Software. Purchaser may make one copy (i.e., a backup
copy) of the computer program portion of the Software for archival
purposes. Purchaser is not authorized to modify or adapt the program or
convert it to a different language or configuration: and may not make
an additional copy of the licensed computer program for use in
adapting, modifying, or converting it as authorized herein. Purchaser
shall provide Contractor a written description of the procedures under
which it makes backup copies, including any that may involve backup of
the Software, and Contractor shall promptly approve or disapprove those
procedures. Contractor's approval shall not be unreasonably withheld.
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(b) Purchaser shall keep the Software at its principal place
of business or such other place to which the Purchaser's computer
hardware may subsequently be moved, and all copies thereof shall be
kept at Purchaser's principal place of business.
(c) Purchaser shall reproduce and include the appropriate
copyright notice, patent notice, trademark, service ▇▇▇▇, other
proprietary markings, and/or confidential legends on any copies of the
Software, including any modifications, adaptations, or conversions.
2.7 Modifications or Adaptations. Purchaser is free to modify the
Database or the Website for its own use and merge it into other material to form
revised materials. However, any work beyond Minor Maintenance performed by
Contractor after such modifications are made by Purchaser shall be considered a
Subsequent Modification subject to the provisions of Section 2.3. Any such
revised materials shall be used strictly in accordance with the terms of this
Agreement.
ARTICLE III.
PROPERTY RIGHTS
3.1 Title to Database and Website. Title to the Database and Website
shall pass from Contractor to Purchaser upon Completion of development.
Contractor acknowledges and agrees that Purchaser shall become and remain the
owner of the Database and Website and shall be the owner of all copies thereof
made by Purchaser. Contractor reserves the right to display graphics and other
web design elements as examples of its work.
3.2 Nondisclosure of Software. Purchaser and Contractor acknowledge
that the Software is confidential in nature and constitutes a trade secret
belonging to Contractor that will pass to Purchaser upon Completion of
development. Contractor agrees to not to sell, rent, license, distribute,
transfer, or, directly or indirectly, disclose or permit the sale, rental,
licensing, distribution, transfer, or disclosure of the Software or its contents
to any other party and to use its best efforts to prevent inadvertent disclosure
of the Software to any third party either during the term of this Agreement or
thereafter.
3.3 Security. Purchaser and Contractor agree to keep the Software in a
secure place, under access and use restrictions designed to prevent disclosure
of the Software to unauthorized persons and not less strict than those
applicable to either party's own trade secrets.
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3.4 Degree of Care. Purchaser and Contractor further agree to instruct
its personnel to keep the Software confidential by using the same care and
discretion that they use with other data designated by Contractor as
confidential.
3.5 Copyright or Other Marks. Purchaser agrees not to remove, deface,
or destroy any copyright, patent notice, trademark, service ▇▇▇▇, other
proprietary markings, or confidential legends placed on or within the Software.
ARTICLE IV
PAYMENT
4.1 Periodic Payments. In payment for the development and purchase of
the Website provided in for this Agreement, Purchaser will pay Contractor the
total sum of Two Thousand Five Hundred Dollars ($2,500.00) as a development fee,
with a deposit of Five Hundred Dollars ($500.00) payable upon execution of this
Agreement, and the balance payable upon completion of the Website.
4.2 Full Satisfaction. Contractor hereby acknowledges, represents and
warrants that the sum of Two Thousand Five Hundred Dollars ($2,500.00) will be
in full satisfaction of any and all amounts owed by Purchaser to Contractor
under this Agreement. As such, Contractor acknowledges, represents and warrants
that Purchaser has no further financial obligation to Contractor under this
Agreement beyond this sum.
4.3 Payment of Taxes. Purchaser shall pay all taxes that may be
assessed on the Website or its use, including personal property taxes, sales and
use taxes, and excise taxes.
ARTICLE V
PUBLICATION, DELIVERY, INSTALLATION, AND TRAINING
5.1 Website Publication. Contractor shall arrange for the publication
of an operational version of Purchaser's Website on the website hosting service,
as herein described. Contractor shall notify Purchaser of the website hosting
company selected at the time of publication of Purchaser's online storefront.
5.2 Delivery of Database. Contractor shall deliver one copy of the
Software for the Database to the Purchaser at Purchaser's principal place of
business no later than August 31, 2002, unless otherwise agreed to by the
Parties in writing.
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5.3 Risk of Loss. If the Software is lost or damaged during shipment,
Contractor shall replace it at no additional charge to Purchaser. If the
Software is lost or damaged while in Purchaser's possession, Contractor shall
replace it on payment by Purchaser of the cost of reproduction.
5.4 Installation Services. Contractor shall install the computer
program portion of the Software for the Database, which shall be installed on
the Purchaser's computer systems within 10 days after Completion of development.
Technical services shall be provided by Contractor in connection with the
installation of the computer program portion of the Database Software at
Purchaser's site for two (2) months at no charge.
5.5 Testing. Contractor shall conduct tests of the Database and Website
as needed. All testing shall be conducted in accordance with specifications
devised for testing of the Database and Website by Contractor, using projects
provided by Purchaser, for a period of 10 days. All testing shall be performed
on the Purchaser's computer hardware.
5.6 Acceptance. The Database and Website shall be deemed to have been
accepted by Purchaser when the acceptance criteria prescribed by the
specifications devised for testing of the Database and Website by Contractor or
after completion of the testing prescribed by Section 5.5 are met, and
productive use of the Database and Website by Purchaser not to exceed 30 days.
If either the Database or Website are deemed unacceptable, Purchaser shall
return Website and Database printouts and Software without change with a report
detailing the reasons for its unacceptability.
5.7 Training. Contractor shall provide 30 days of technical orientation
and training for Purchaser's personnel at no charge. Training and orientation
shall include printed step-by-step instructions for use of the Database and
Website, and be provided at Purchaser's place of business located at ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
ARTICLE VI
WARRANTY AND WARRANTY SERVICE
6.1 Warranty of Title. Contractor warrants that it has good title to
the Software and the right to sell the Software to Purchaser free of any
proprietary rights of any other party or any other encumbrance whatever.
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6.2 Warranty of Title Remedies.
(a) Purchaser shall notify Contractor of the assertion of any
claim that the Software or Purchaser's use thereof under this Agreement
violates the trade secret, trademark, copyright, patent, or other
proprietary right of any other party, and shall cooperate with
Contractor in the investigation and resolution of any such claim.
Contractor shall defend Purchaser against any and all such claims.
Contractor shall indemnify and hold Purchaser harmless from any
liability for damage, costs, or other loss incurred by Purchaser in
connection with any such claim.
(b) If the Software becomes, or in Contractor's opinion is
likely to become, the subject of a claim of infringement of a copyright
or patent, Contractor may procure for Purchaser the right to continue
using the Software, replace or modify the Software to render it
non-infringing, or discontinue its use.
(c) Contractor shall not indemnify Purchaser against any claim
or liability based on Purchaser's modification or conversion of the
Software and/or the subsequent use of that modification or conversion
or use or combination of the Software with programs or data not
supplied by Contractor if infringement would have been avoided by the
use or combination of the Software with other programs or data.
6.3 Warranty of Conformity to Specifications. Contractor warrants that
the Software shall conform to Contractor's published functional specifications
when delivered to purchaser. ANY MODIFICATION OF THE SOFTWARE BY ANY PERSONS
OTHER THAN CONTRACTOR SHALL VOID THIS WARRANTY.
6.4 Remedy for Nonconforming Software. During a period of 18 months
after acceptance of the Software by Purchaser, Contractor shall, at its own
expense, provide programming services to correct Software defects that cause the
Software to fail to conform to Contractor's published functional specifications
and that significantly affect its performance in accordance with those
specifications, provided that Purchaser has notified Contractor thereof and,
upon inspection, Contractor has found the Software to be nonconforming.
ARTICLE VII
TERMINATION
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7.1 Cause for Termination. The Agreement contemplated herein shall be
terminated automatically and without further notice upon the occurrence of any
of the following:
(a) Expiration of the term specified herein, or of any
optional renewal term in the absence of a subsequent renewal in
accordance with the terms of this Agreement.
(b) Cessation of business by Purchaser or any successor or
assign to whom the Website has been legitimately transferred.
(c) Commission by Purchaser of an event of default as defined
herein.
7.2 Events of Default. Purchaser shall have committed an event of
default, and this Agreement shall terminate, if any of the following occur:
(a) Purchaser attempts to use, copy, license, or convey the
Database, Software, or Website in any manner contrary to the terms of this
Agreement or in derogation of Contractor's proprietary rights in the Database,
Software or Website during the development period.
(b) Purchaser fails to make timely periodic payments as
contemplated by the schedule in Article IV.
(c) Purchaser makes an assignment of Purchaser's business
for the benefit of creditors.
(d) A petition in bankruptcy is filed by or against Purchaser.
(e) A receiver, trustee in bankruptcy, or similar officer is
appointed to take charge of all or part of Purchaser's property.
(f) Purchaser is adjudicated a bankrupt.
7.3 Effect of Termination. Purchaser agrees that immediately upon the
operation of Section 7.1, whether or not it receives notice of termination, it
shall immediately return all copies of any software used in developing the
Database and Website to Contractor. Upon termination of the license granted
hereunder, Contractor's and Purchaser's obligations under this Agreement shall
cease.
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ARTICLE VIII
NON-DISCLOSURE OF PROPRIETARY INFORMATION;
NON-COMPETITION AND NON-CIRCUMVENTION
8.1 Non-Disclosure of Proprietary and Confidential Information By
Contractor. In consideration and recognition of the fact that during the term of
this Agreement Contractor may have access to the Proprietary Information or
other information and data of a secret and proprietary nature which Purchaser
desires to keep confidential, and that Purchaser has furnished, or during the
term will furnish such information to Contractor, Contractor agrees and
acknowledges (as used in this Article VIII, Contractor shall refer to Contractor
and any subsidiaries, affiliates, related entities, officers, agents,
shareholders, partners, principals and/or employees) that Purchaser has
exclusive proprietary rights to all Proprietary Information, and Contractor
hereby assigns to Purchaser all rights that Contractor might otherwise possess
in any Proprietary Information. Except as required in the performance of
Contractor's duties to Purchaser, Contractor will not at any time during or
after the term hereof, directly or indirectly use, communicate, disclose,
disseminate, lecture upon, publish articles or otherwise put in the public
domain, any Proprietary Information relating to Purchaser or Purchaser's
services, products or business. Contractor agrees to deliver to Purchaser any
and all copies of Proprietary Information in the possession or control of
Contractor upon the expiration or termination of this Agreement, or at any other
time upon request by Purchaser. The provisions of this section shall survive the
termination of this Agreement.
8.2 Non-Competition and Non-Circumvention by Contractor. In
consideration and recognition of the fact that Contractor has access to
Proprietary Information under the terms and provisions of this Agreement and
that Purchaser will be introducing Contractor to various product manufacturers,
retailers and distributors, Contractor represents, warrants and covenants to
Purchaser as follows:
(a) Contractor shall at no time disclose to any person,
without Purchaser's prior written consent, any of the terms, conditions or
provisions specified in this Agreement unless such disclosure is lawfully
required by any federal governmental agency or is otherwise required to be
disclosed by law or is necessary in any legal proceeding regarding the subject
matter of this Agreement.
(b) During the term of this Agreement, Contractor shall not
circumvent Purchaser for the purpose of transacting any business with any person
or entity which business shall interfere with any relationship whatsoever
between such person or entity and Purchaser, or use any Proprietary Information
to compete with the business of Purchaser. Contractor shall not solicit any of
Purchaser's employees, independent Contractors or agents for employment.
Contractor shall not hire and/or engage in any way, any enterprise or person
that competes with, or is engaged in a business substantially similar to, the
business of Purchaser.
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(c) Contractor shall not for a period of two (2) years
immediately following the termination of this Agreement with Purchaser, either
directly or indirectly (i) make known to any person, firm or corporation the
names or addresses of any of Purchaser's clients or any other information
pertaining to them or Purchaser's products or services; or (ii) call on,
solicit, or take away, or attempt to call on, solicit or take away any of
Purchaser's clients either on Purchaser's behalf or that of another person, firm
or corporation.
(d) Contractor acknowledges and agrees that the
representations, warranties and covenants made by Contractor and set forth in
this section are material and that Purchaser would not enter into this Agreement
without Contractor's making such representations, warranties and covenants to
Purchaser.
(e) Contractor acknowledges and agrees that any breach by
Contractor of the representations, warranties and covenants contained herein
will cause irreparable harm and loss to Purchaser, which harm and loss cannot be
reasonably or adequately compensated in damages in an action at law. Therefore,
Contractor expressly agrees that, in addition to any other rights or remedies
which Purchaser may possess, Purchaser shall be entitled to injunctive and other
equitable relief to prevent or remedy a breach of the representations,
warranties and covenants made by Contractor herein.
(f) The terms and provisions of this section shall survive
the termination of this Agreement for a period of two (2) years.
ARTICLE IX
GENERAL TERMS AND CONDITIONS
9.1 Notices. Unless otherwise provided in this Agreement, any notice
required or permitted by this Agreement to be given to either party shall be
deemed to have been duly given if in writing and delivered personally or mailed
by first-class, registered, or certified mail, postage prepaid and addressed as
follows:
If to Contractor: Full Circle Promotions, Inc,
a Nevada corporation
▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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If to Purchaser: JCL Style, Inc.,
a Delaware corporation
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
9.2 Assignment of Contract. Purchaser shall not assign or otherwise
transfer its rights under this Agreement, including the license granted
hereunder, without the prior written consent of Contractor. Any attempt to make
such an assignment without Contractor's consent shall be void. Contractor's
consent shall not be unreasonably withheld.
9.3 Amendments. Contractor and Purchaser agree that this Agreement
shall be modified only by a written agreement duly executed by persons
authorized to execute agreements on their behalf.
9.4 Nonwaiver. Contractor and Purchaser agree that no failure to
exercise, and no delay in exercising any right, power, or privilege hereunder on
the part of either party shall operate as a waiver of any right, power, or
privilege. Contractor and Purchaser further agree that no single or partial
exercise of any right, power, or privilege hereunder shall preclude its further
exercise.
9.5 Attorneys' Fees. If any legal action is necessary to enforce the
terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees in addition to any other relief to which that party may be
entitled. This provision shall be construed as applicable to the entire
Agreement.
9.6 Severability. If any part of this Agreement is adjudged by any
court of competent jurisdiction to be invalid, that judgment shall not affect or
nullify the remainder of this Agreement, and the effect shall be confined to the
part immediately involved in the controversy adjudged.
9.7 Governing Law. This Agreement shall be deemed to have been made
in, and shall be construed pursuant to, the laws of the State of California.
9.8 Entire Agreement. Purchaser acknowledges and agrees that this
Agreement is the complete and exclusive statement of the mutual understanding of
the parties and that it supersedes and cancels all previous written and oral
agreements and communications relating to the subject matter of this Agreement.
9.9 Indemnification. Contractor shall save Purchaser harmless from and
against and shall indemnify Purchaser for any liability, loss, costs, expenses,
or damages howsoever caused by reason of any injury (whether to body, property,
or personal or business character or reputation) sustained by any person or to
property by reason of any act, neglect, default or omission of Contractor or any
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of Contractor's agents, employees, or other representatives, and Contractor
shall pay all amounts to be paid or discharged in case of an action or any such
damages or injuries. If Purchaser is sued in any court for damages by reason of
any of the acts of Contractor, Contractor or such other party shall defend the
resulting action (or cause same to be defended) at Contractor's expense and
shall pay and discharge any judgment that may be rendered in any such action; if
Contractor fails or neglects to so defend in such action, Purchaser may defend
such action and any expenses, including reasonable attorneys' fees, which
Purchaser may pay or incur in defending such action and the amount of any
judgment which Purchaser may be required to pay shall be promptly reimbursed by
Contractor upon demand by Purchaser.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed on
the date first written above.
CONTRACTOR
Full Circle Promotions, Inc.,
a Nevada corporation
By:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: President
By:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Secretary
PURCHASER
JCL Style, Inc.,
a Nevada corporation
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: President
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Secretary