DML
Agreement dated, April 15.2003 by and between, DML Marketing Corp. and
CHAMPIONLYTE HOLDINGS, INC. (CPLY). ("Client")
PREAMBLE
Whereas CHAMPIONLYTE HOLDINGS, INC. desires to develop a program for
dissemination of information pursuant to its obligations under The Exchange Act
in compliance with the restrictions on dissemination of material inside
information contained in proposed Regulation FD, current Sections 20 and 21A
thereof, and in compliance with the requirements of Section 17(b) af the
Securities Act, and deems it to be in its best interest to retain DML Marketing
Corp. to render CHAMPIONLYTE HOLDINGS, INC. such services as may be needed; and
1. DEFINITIONS
1.1 "Client" means, with reapect to any given Person, and other Person directly
or indirectly Controlling, Controlled by, or under common Control with, such
person.
1.2 "Agreement" means this agreement and its schedules.
1.3 "Content" means the text data, and images, whether provided by DML Marketing
Corp. or a third party that are included in the product.
1.4 "Control" over a person means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
person, whether through the ownership of voting securities or other equity
interest, representation on its board of directors or body performing similar
functions, by contract or otherwise. The terms "Controlling" and "Controlled"
will have corollary meanings.
1.5 "Damages" means liabilites, damages, awards, settlements, losses, claims and
expenses, including reasonable attorney's fees and expenses and costs of
investigation.
1.6 "Final Acceptance Criteria" means testing to determine whether the service
performs the specified functions consistently and substantially in conformance
with all material requirements and operate with internal consistency.
1.7 "Hypertext Link" means a URL, (or icon, logo, highlighted or colored test,
figures or image representing a URL) on which a user may point and click, or
otherwise send a command, to access another Internet Site.
1.8 "Client Internet Site" means the internet site owned and operated by the
Client and is accessed via the URL(s) and any related Mirror Site.
l.9 "Client Marks" means the names, trsdemarks and service marks of client and
its affiliates.
1.10 "Intellectual Property Rights" means any patent, design right, copyright,
trademark, service ▇▇▇▇ (and any application or registration respecting the
foregoing), database right, trade secret. know-how and/or present or future
intellectual property rights of any type, wherever in the world enjoyable.
1.11 "Launch Date" means the date DML Marketing Corp. provides notice
to client that the product is completed and may be made available to Users.
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1.12 "Laws" means laws regulations, rules or order of any government,
administrative authority or court.
1.13 "Material Defect" means any error, problem or defect in the product that
causes the product materially not to meet the specifications when the product is
used for its intended purpose.
1.14 "Mirror Site" means an Internet site which contains the exact form and
content (including identical pages) of a particular Internet Site which (a) is
located at a geographic location distinct from such internet site and (b) is
created for the purpose of improving performance and accessibility to such
Internet Site.
1.15 "Person" means any individual, corporation, limited-liability company,
partnership, firm, joint venture, association. joint-stock company, trust, or
other entity or organization, includlng a government or political subdivision or
an agency or instrumentality thereof.
1.16 "Product" DML Marketing Corp. company spotlight customized with clients
information.
l.17 DML Marketing Corp. Marks" means the names, trademarks graphics and service
marks of DML Marketing Corp. and its affiliates.
1.18 DML Marketing Corp Product" means the internet product(s) and any generally
released upgrades of said products as described in Schedule 1.
1.19 DML Marketing Cop. Server" means a web server located at DML Marketing
Corp. offices, or a third party site, selected by DML Marketing Corp. In its
sole discretion.
1.20 DML Marketing Corp. internet site" means the internet sites owned and
operated DML Marketing Corp. and any related mirror site.
1.21 DML Marketing Corp. means, collectively, DML Marketing Corp. and tts
affiliates as of the date of determination.
1.22 "Visitors" means all persons that access DML Marketing Corp, internet site.
1.23 Rules of Construction. As used in this Agreement, all terms in the singular
shall be deemed to include the plural, and vice versa, as the context may
require. The words, "herein," "hereof" and "hereunder" and other words of
similar import refer to this agreement as a whole, including the exhibits and
scheduleles hereto, as the same may from time to time be amended or
supplemented. The word "including" when used herein is not intended to be
exclusive, or to limit the generality of the preceding words, and means
"including, without limitation".
2. TERMS
2.1 "Initial Terms" the initial terms of this agreement will take effect on
April 15,2003 (the "launch date") and will terminate April 14, 2004.
2.2 "Renewal" Unless client gives the other party written notice prior to no
renewal will be available.
2.3 Termination of this agreement at any time sole discretion of DML Marketing
Corporation with understandlng that DML Marketing Corporation relies upon Good
Business Practices.
3. PRODUCT AND SERVICES
3.0 Assist CHAMPIONLYTE HOLDINGS, INC. to: Disseminate information pursuant to
its obligations under the Exchange Act in compliance with the restrictions on
dissemination of material inside information contained in proposed Regulation
FD, current Sections 20 and 21A thereof, and in compliance with the requirements
of Section 17(b) of the Securities Act:
Subject to full compliance with the requirements of Section 17(b) of the
Securities Act, to the extent applicable, distribute information concerning
CHAMPIONLYTE HOLDINGS, INC. in periodicals and newsletters distributed to
subscribers sophisticated in financial and securities matters.
3.1 "Product" DML Marketing Corp shall provide the service for the client to
display corporate information on
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CHAMPIONLYTE HOLDINGS, INC. internet property.
3.2 "Delivery and Acceptance" Within seven days of delivery and demonstration by
DML Marketing Corp. of each co-product, client will (a) provide written notice
of acceptance or (b) provide written notice of rejection setting forth each
material defect in the co-branded product. Failure by client to deliver such
notice within seven days shall constitute acceptance of the product.
3.3 "New Products" >From time to time, DML Marketing Corp. shall offer client
additional products. In the event that client wishes to also use these new
products, the new products will be added via a written amendment to the product
definition in Schedule 1 and shall be subject to the same terms and conditions
of this agreement, including the delivery and acceptance terms listed in Section
3.2, With respect to delivery and acceptance, however, client may decide to
reject any such new product, but in so doing client may only terminate the
agreement with respect to that particular new product and not with respect to
the entire agreement or with respect to previously added new products which had
already been accepted.
3.4 "Licenses" DML Marketing Corp. hereby grants client, during the term, the
worldwlde, non-exclusive, not-transferable right, subject to the terms and
conditions of this agreement, to use DML Marketing Corp. name and links in
correspondence and releases.
3.5 "Withdrawal of a Service" DML Marketing Corp. may cancel all or part of the
product at anytime and at their sole discretion. Termination will also occur if
the provision of all or part of that product:
(a) Becomes the subject of a claim that such services infringe the ownership
rights of any third person or that DML Marketing Corp. otherwise does not have
the right to permit others to use such services.
(b) depends on an agreement between a DML Marketing Corp. group member and a
third person, and that agreement is modified or terminated for any reason on
breached by the third person and as a result DML Marketing Corp. is unable to
continue to provide all or part of the product upon terms reasonably acceptable
to the client.
c) becomes illegal or contrary to any applicable Law.
3.6) DML Marketing Corp. agrees, under the terms of the contract, to add clients
corporate information to internet properties and any co-branded or mirror web
sites for the time frame specified in schedule 2.1. DML Marketing Corp. also
agrees to provide a private e-mail to a minimum of 3,500,000 opt-in members and
will have sole discretion to license this right to other partners and other
branded or co-branded web sites for additional exposure.
a) Client understands that web traffic is a variable
number and agrees that DML Marketing Corp. possess full rights to the promotion
of any and all Internet properties.
b) DML Marketing Corp. agrees not to distribute unsolicited email.
4. CLIENT OBLIGATIONS
4.1 "Development Assistance" Client shall provide DML Marketing Corp. with
reliable corporate information and contacts regarding client's bussiness and
client's stock in order to facilitate DML Marketing Corp.'s obligations
hereunder.
4.2 Client shall provide information that is legally allowable under all SEC and
other government law in regards to statements made.
5. PROMOTION AND BRANDING
5.1 "Promotion" Client shall understand DML Marketing Corp. may license other
internet properties to display clients corporate information.
5.2 DML Marketing Corp. shall allow all visitors to it's internet property,
mirror sites and co-branded sites FREE access to corporate information.
6. LIABILITY
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6.1 Client understends that DML Marketing Corp. makes no warranties on result of
said product.
6.2 Client relieves DML Marketing Corp. from any losses, damages, monetary or
otherwise that may occur due to the content of company profile.
6.3 DML Marketing Corp warrants and represents that it will make no knowingly
false claims or misleading statements on behalf of client; DML Marketing Corp.,
not the client will be responsible for any knowingly false claims or misleading
statements made on behalf of the client.
7.RECOMMENDATIONS
7.1 Client understands that the publishers of DML Marketing Corp. are not broker
dealers or registered investment advisors and are not acting in any way to make
recommendations to the purchase of sale of any security.
7.2 Client understands that DML Marketing Corp. will make no offer to buy or
sell securities.
7.3 DML Marketing Corp. will recommend that any visitor/member considering
trading or investing in said security do so only after speaking with a
stockbroker or registered financial advisor.
7.4 DML Marketing Corp. agrees that since ChampionLyte Products, Inc. is a
'Fully Reporting Company' as that term is commonly defined and therefore subject
to the 1933 and 1934 Securities Acts as amended (the "acts"), DML Marketing
Corp. shall adhere to any and all applicable state and federal securities laws
as it relates to the dislosures as it relates to its compensation under the
Agreement.
7.5 DML Marketing Corp. understands that this agreement is being drafted in
light of recent regulatory emphasis on investor relations, corporate
communications and to ensure compliance to such rules and regulations as they
may occur or may change in the futures and to protect both DML Marketing Corp.
as well as the Company.
7.6 DML Marketing Corp. further agrees that none of its officers, directors,
principals, affiliates or sub-contractors have been convicted of any local,
state or federal offense of a securities nature or any felony conviction or are
currently or have been the subject of any regulatory investigation, whether
actions or charges have been brought except as disclosed in writing to the
company.
7.7 The Company represents that any equity based compensation under the
Agreement is not and shall not be the result of issuance of shares under Form
S-8 or other similar registration and that such compensation has been fully paid
and is non-assessable.
7.8 Both DML Marketing Corp. and the Company agree that all such amendments and
modifications to the Agreement shall be done in writing and no oral amendments
shall be binding upon either DML Marketing Corp. or the Company.
8.FEES
8.1 Fees for the service will be 1,000,000 free trading CHAMPIONLYTE HOLDINGS,
INC. (CPLY) shares delivered prior to the launch date (2.1)
8.2 Client understands that fees are non-refundable and binding upon signature.
8.3 DML Marketing Corp. will make full disclosure of payment from client in
accordance with the requirements of the U.S. Securities and Exchange Commission
at all times.
By signing this agreement you are acknowledging that you have read and agree to
all the terms and conditions above.
Company Name: CHAMPIONLYTE HOLDINGS, INC.
Ticker Symbol: CPLY
Address:
Championlyte Holdings, Inc.
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Signature
Representing Championlyte Holdings, Inc.
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Signature
Representing DML Marketing Corp.
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