Exhibit 10.46
A CO-MARKETING AGREEMENT
Made this 22nd day of February, 2000
Between
MyWeb ▇▇▇.▇▇▇, a company incorporated in Nevada whose business address
is at 595 Market Street, Suite 2500, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇.
(hereinafter referred to as "MyWeb") on the one part
and
Asia Infonet Co., Ltd. whose business address is at 1 Fortune Town 17th
Floor, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (hereinafter
referred to as "Asia Infonet") on the other
WHEREAS -
MyWeb is a company with significant expertise and experience in
developing TV portals and providing alternative Internet access.
Asia Infonet is a leading ISP in Thailand.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. MYWEB'S COMMITMENTS
1.1 MyWeb will at [***] provide a co-branded TV portal localized in the
Thai language.
1.2 MyWeb will provide the necessary technical and marketing
consultancy to help launch the service.
1.3 MyWeb is committed to allocating sufficient experienced personnel
to execute item 1.2 above.
1.4 MyWeb will be responsible for all advertising and promotion
expenses.
1.5 MyWeb shall provide logos and icons link to Asia Infonet's websites
on its portal.
2. ASIA INFO'S COMMITMENTS
2.1 Asia Infonet will provide co-location for MyWeb's servers [***].
2.2 Asia Infonet will provide consumers with [***] of local access to
MyWeb's TV portal, hosted at Asia Infonet's backbone at a cost of [***]
per month.
2.3 Asia Infonet will allow MyWeb access to its distribution channels
[***] to distribute and market the product.
2.4 Asia Infonet will commit to allocating sufficient experienced
marketing personnel to help launch the service.
3. EXCLUSIVITY
3.1 MyWeb will not cooperate with any other internet service providers
in the territory of Thailand for the term of this contract.
3.2 Asia Infonet will not cooperate with any other analogue Internet
set-top box providers for the term of this contract.
4. TRADEMARKS AND LOGOS
4.1 Asia Infonet acknowledges that MyWeb owns the ThunderServe
trademark and MyWeb trademark and all MyWeb related trademarks, logos
and icons and agrees not to do anything harmful to or inconsistent with
MyWeb's rights in the aforementioned marks.
4.2 MyWeb acknowledges that Asia Infonet owns the ASIANET trademark and
logos and agrees not to do anything harmful to or inconsistent with
MyWeb's rights in the aforementioned marks.
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5. TERM OF AGREEMENT
5.1 The Agreement shall be for a period of 2 years (hereinafter
referred to as "the Term").
6. TERMINATION
Either party may terminate this agreement in the event the other party
is in material breach and has not cured breach within 30 days after written
notice by the other party.
7. SECRECY
Not at any time during or 1 year after the Term will either party
divulge or allow to be divulged to any persons any confidential information
relating to the business or affairs of the other and the details of this
agreement. In the event that this Clause is breached, both parties agree that
the aggrieved party shall be entitled to claim against the other for damages and
further equitable relief as it deems necessary.
8. NON-ASSIGNMENT
Both parties shall not assign or sub-contract any of its rights under
this agreement without the consent in writing of the other party.
9. COMPLIANCE WITH LAWS
To the extent applicable hereto, both parties shall comply with all
laws, regulations, policies and guidelines of Thailand.
10. GOVERNING LAW
This agreement shall be governed and construed in all respects in
accordance with the laws of Thailand.
11. ARBITRATION
Any differences or disputes arising from this agreement shall be
settled by an amicable effort of both parties.
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11.1 An attempt to arrive at a settlement shall be deemed to have
failed as soon as one of the parties notifies the other in
writing.
11.2 If an attempt at settlement has failed, the parties shall try
to settle their dispute via arbitration in accordance with the
applicable arbitration legislation of Thailand.
11.3 In the event that any attempt at an amicable settlement
pursuant to a dispute has failed, either party may seek to
resolve their differences or disputes in a valid court of law.
12. NO WAIVER
The failure of any of the other party to assert or enforce any right
hereunder (whether upon a breach of this agreement by the other party hereto or
otherwise) shall not be deemed to be a waiver of such right with respect to any
such breach or any subsequent breach; nor will any waiver be implied from the
acceptance of any payment or service, except where the waiver has been expressly
agreed to in writing and signed by both parties.
13. NOTICE
Any notice or communication under this agreement shall be in writing
and may be given by registered post, facsimile or personal delivery to the
following addresses:
To: MyWeb ▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇▇ Soon
To: Asia Infonet Co., Ltd.
1 Fortune Town, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
ATTN: Chatchaval Jiaravanon
14. SEVERABILITY
If any one or more of the provision contained in this agreement or any
document executed in connection herewith is found by any court of law with
jurisdiction over the matter to be invalid, illegal or unenforceable in any
respect, the validity. Legality and enforceability of the remaining provisions
contained herein shall not be affected or impaired in any way.
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15. FORCE MAJEURE
Neither party shall be liable for delay in performance or failure to
perform in whole or in part, the terms of this agreement if such failure or
delay is due to labor dispute, strike, war, or act of war, insurrections, riot,
civil commotion, act of publish enemy, accident, fire, flood, acts of God or
other causes beyond the reasonable control of such party and any delay or
failure shall not be considered to be a breach of this agreement. In the event
that this agreement cannot be performed due to the aforementioned circumstances
for a continuous period of 30 days, either party may at its discretion terminate
this agreement by notice in writing.
16. VARIANCE
All changes modifications, variations and amendments to this agreement
must be in writing to be valid.
17. COSTS
Both parties shall be responsible for their solicitors' costs involved
in the preparation of this agreement. The stamp duty shall be borne by the
Licensee.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives.
MyWeb ▇▇▇.▇▇▇: Asia Infonet Co., Ltd.
By: /s/ ▇▇ ▇▇▇▇ By: /s/ Chatchaval Jiaravanon
------------------------- ----------------------------
Name: ▇▇ ▇▇▇▇ Name: Chatchaval Jiaravanon
President & CEO President
Date: 2/22/00 Date: 2/22/00
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