1
EXHIBIT 10.24
SOFTWARE SUPPORT AGREEMENT
Effective April 19, 1999.
BETWEEN:
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) LIMITED., an Isle of Man corporation having
a place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ Road,
▇▇▇▇▇▇▇, Isle of Man, IM2 4RB
("Cyberoad")
AND:
CALVEX INTERNATIONAL INC., a British Columbia corporation having place
of business at 700 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇,
▇▇▇ ▇▇▇
("Calvex")
NATURE OF AGREEMENT:
A. Calvex is able to provide support services with respect to certain
computer programs (hereinafter defined and referred to as the
"Software") which is the property of Cyberoad.
B. Cyberoad has expressed a desire to receive the support services of
Calvex on the terms and conditions hereinafter set forth.
AGREEMENT:
The following shall constitute Cyberoad's and Calvex' agreement with respect to
support services for the Software.
1. DEFINITIONS
The terms and expressions set out in Schedule "A" hereto shall, when
used in this Agreement and the Schedules hereto have the meanings there
ascribed to them.
2. SUPPORT SERVICES
2
2
Subject to the terms, covenants and provisos contained herein, Calvex
hereby agrees to provide to Cyberoad those Support Services specified in
Schedule "A" hereto.
3. CONTRACT TERMS
The Support Services Fees, and the payment terms shall be those set out
in Schedule "B" hereto.
4. TERM AND TERMINATION
4.01 This Agreement is effective from the date first written above
for a period of one year unless earlier terminated in accordance
with the terms of this Agreement.
4.02 This Agreement shall be automatically renewed for successive
renewal periods of one year each on each anniversary of the
effective date of this Agreement. The terms of this Agreement
shall remain in full force and effect as long as it is renewed
annually. All provisions of this Agreement shall apply both for
the initial one year term of this Agreement and for all
subsequent extensions.
4.03 Cyberoad may terminate this Agreement following thirty (30) days
written notice. Calvex may only terminate this Agreement
following thirty (30) days written notice if Cyberoad should
fail to pay for the support services or breach any of the terms
of this Agreement.
5. ENHANCEMENT POLICY
In the event that the performance of the Software is enhanced, Calvex
agrees to make available to Cyberoad each such enhancement, on the terms
described herein. Calvex will notify Cyberoad of each enhancement
release. Calvex will ship the enhancement release to Cyberoad and it
will be Cyberoad's responsibility to arrange for the installation of the
enhancement release. Calvex will be responsible for all costs associated
with the enhancement release excluding installation costs.
3
3
6. CONFIDENTIALITY
6.01 OBLIGATION Both parties to this Agreement shall keep in
confidence and prevent the disclosure to any person of any and
all Confidential Information as defined in Schedule "A" hereto,
which is received from the other Party by reason of negotiating,
entering into or performing in accordance with this Agreement.
6.02 EXCEPTIONS Notwithstanding the provisions of paragraph 6.01
hereof, neither party shall be liable for disclosure of the
Confidential Information if the Confidential Information was
required to be disclosed pursuant to law or a judicial order;
was generally known to the public at the time it was disclosed;
was known to the party receiving same at the time of its
disclosure; was disclosed with the prior approval Of the other
party; was independently developed by the receiving party and
without any person having access to the Confidential Information
participating in such development; or is disclosed, by a party
to this Agreement in exercising its rights under this Agreement.
6.03 EMPLOYEES The parties hereto hereby undertake to cause any
employees, contractors, or agents to whom any of the aforesaid
Confidential Information is or may be transmitted to be bound by
the same obligations of secrecy and confidentiality as the
parties are bound by pursuant to this Agreement.
7. OWNERSHIP
The parties acknowledge and agree that the Software and all copies
thereof shall be the property of Cyberoad. All services provided by
Calvex in the performance of this Agreement are subject to Cyberoad's
proprietary rights.
8. GENERAL
8.01 ENTIRE AGREEMENT Except as specifically provided herein, this
Agreement contains the entire and only agreement and
understanding between the parties relating to the subject matter
hereof and supercedes all proposals, written or oral, and all
other communications between the parties relating to the subject
matter of this Agreement. This Agreement may not be modified
except in writing signed by each of the parties hereto.
4
4
8.02 NO PARTNERSHIP OR AGENCY None of the parties hereto shall be
construed as creating or establishing a partnership or joint
venture or association of any type between them. Neither
Cyberoad nor Calvex nor their directors, servants, employees,
contractors, officers or agents shall hold themselves out as
employees, servants, or agents of the other party.
8.03 SURVIVAL OF CERTAIN RIGHTS AND OBLIGATIONS The rights and
obligations of the parties under paragraphs 6, and 7 hereof,
relating to "confidentiality" and "ownership", respectively,
shall survive and continue after expiration or termination of
this Agreement.
8.04 NOTICE Any notice required herein shall be deemed to have been
properly given 48 hours after being sent to the address of the
other party by fax, email, or by commercial courier service. The
addresses for notice shall be
CYBEROAD
Fax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Email: ▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Courier: the mailing address set out above
CALVEX
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Email: ▇▇▇.▇▇▇▇▇▇.▇▇▇
Courier: the mailing address set out above
8.05 GOVERNING LAW This Agreement shall be governed by and construed
in accordance with the laws of British Columbia, Canada.
8.06 FORCE MAJEURE The parties agree to use their best efforts to
carry out their respective obligations under this Agreement, but
in the event of strikes, lockouts, accidents, fires, delays of
carriers or suppliers, acts of God, government actions, state of
war or any other causes beyond their control, neither party
shall incur liability to the other due to the resulting
inability to perform.
8.07 HEADINGS The headings used in this Agreement form no part of
this Agreement and shall be deemed to have been inserted for
convenience only.
8.08 ENUREMENT This Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective successors
and assigns.
5
8.09 ASSIGNMENT This Agreement is not assignable by other party
without the written consent of the other party, which consent
shall not be unreasonably withheld.
8.10 SEVERABILITY In the event that any provision of this ability
proves to be invalid, void or illegal, that provision shall be
deemed to be severed from this Agreement and shall in no way
affect, impair or invalidate any other provision. All other
provisions of this Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF the parties hereto have caused these presents to be executed
personally or by their duly authorized officers as of the day and year first
written above.
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) CALVEX INTERNATIONAL INC
LIMITED
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director Title: CEO
6
6
SCHEDULE "A"
Definitions
The following terms and expressions, when used in this Agreement and all
schedules thereto, shall have the meanings here ascribed to them:
1. The "Software" shall mean:
The computer programs and all user documentation related thereto constituting
the CR Netbook system including all enhanced or modified versions of such
computer programs and documentation.
2. "Support Services" shall mean:
(a) Technical Support
The services of Calvex' help, desk. Enquiries and responses by:
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇.▇▇▇▇▇▇.▇▇▇
(b) Development Work
The services of Calvex' programmers to develop enhancements and
modifications to the Software or other computer programs, including in
particular development of,
- vertical portal; and
- CR Netbook version 2
3. "Confidential Information" shall mean:
written or oral information concerning business plans, financial data,
technical data and other information pertaining to the business
operations of the other party.
ACKNOWLEDGED
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) CALVEX INTERNATIONAL INC
LIMITED
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director Title: CEO
7
7
SCHEDULE "B"
CONTRACT TERMS
FEES
The following fees and payments schedules shall apply with respect to this
Agreement.
CR NETBOOK SOFTWARE
1. Support Services Fees:
(a) Programmer Cost
Calvex shall assign those programmers required to respond to Cyberoad's
needs based on the volume of technical support and development work
ordered by Cyberoad. Each programmer shall be billed to Cyberoad on the
basis of Calvex's cost plus a 5.0% administration fee.
2. Payment Terms:
(a) The Fees shall be paid by Cyberoad within 15 days of the date of
invoice.
(b) Calvex shall send to Cyberoad monthly statements showing the
support services used by Cyberoad and the sums charged therefor.
ACKNOWLEDGED
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) CALVEX INTERNATIONAL INC
LIMITED
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director Title: CEO
8
Effective April 19, 1999.
BETWEEN:
▇▇▇▇▇▇▇▇.▇▇▇ (ISLE OF MAN) LIMITED., an Isle of Man corporation having a
place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ Road,
Douglas, Isle of Man, IM2 4RB
("Cyberoad")
AND:
CALVEX INTERNATIONAL INC., a British Columbia corporation having place
of business at 700 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇,
▇▇▇ ▇▇▇
("Calvex")
SOFTWARE SUPPORT AGREEMENT
▇▇▇▇▇ & COMPANY
Barristers & Solicitors
▇▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇