1
EXHIBIT 10.41
AGREEMENT BETWEEN
DIDAX INC. AND QUANTUM AMERICAN, INC. AND QUANTUM FUNDS, LP
CROSSWALK AMERICAN VALUES EQUITY MUTUAL FUNDS
This is an Agreement between DIDAX INC. (hereinafter referred to as DIDAX), a
Delaware corporation with its principal office at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Quantum American, Inc. and Quantum Funds LP,
(hereinafter referred to as COMPANY), a Louisiana corporation domiciled in
Orleans Parish, Louisiana. DIDAX and COMPANY may herein also be referred to as
the "parties". This Agreement shall be governed by and construed in accordance
with the laws of the State of Louisiana.
WHEREAS DIDAX and COMPANY are entering into this Agreement where DIDAX will
provide to COMPANY the Crosswalk Market Initiation package on DIDAX's Web site,
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ and its personal finance channel, CrosswalkMoney, (hereinafter
together referred to as "crosswalk") and DIDAX will also be retained by the
COMPANY for the purpose of selling and promoting the services of the COMPANY as
well as the services of the partnership known as Quantum/Gabelli, LP, of which
COMPANY is a General Partner and fifty-one percent (51%) owner thereof; and
WHERAS DIDAX desired to perform those services for COMPANY, as set forth more
particularly herein and for the compensation described herein; therefor it is
agreed and understood that:
1.0. SCOPE OF WORK
1.1 CROSSWALK MARKET INITIATION
DIDAX shall provide to COMPANY, the Crosswalk Market Initiation package valued
at $130,000. This provides to COMPANY (a) full access to the proprietary
values-based investing screening services developed by the Institute for
American Values Investing for purposes of portfolio selection (b) the exclusive
right to preferential marketing initiatives to enable COMPANY to market their
services and products defined as the Crosswalk American Values Equities Mutual
Funds, the Crosswalk Debit Card and the Crosswalk Money Market Fund; (c) the
first right of refusal to participate in any future crosswalk created content
and/or advertising that relates to services or products the COMPANY deems
similar in nature. (d) integration with crosswalk content to give crosswalk
visitors access to COMPANY's services and products; (e) announcements and
surveys to crosswalk members which communicate availability of COMPANY products
and services on crosswalk, and (f) the exclusive use of the word crosswalk
and/or American Values Investing for use on the product name of any other family
or mutual funds.
1.2 DIDAX SALES AND PROMOTION OF COMPANY SERVICES
DIDAX, using every commercially reasonable effort at its disposal, shall cause
its employee, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, and/or a substitute, only after confirmation
by the COMPANY, to sell and promote the Crosswalk American Values Equities
Mutual Funds, Crosswalk Debit Card and
2
Crosswalk Money Market Fund products and services of Quantum American, Inc. and
Quantum/Gabelli, LP in full accordance with the Investment Advisors Act of
1940,15 U.S.C. Section 80b-1, ET seq.
1.2 DIDAX SALES AND PROMOTION OF COMPANY SERVICES (CONTINUED)
DIDAX shall communicate and/or transmit to clients and/or prospective clients
only such sales material, data compilations and/or other information as is
furnished by and/or approved by the COMPANY.
While DIDAX shall be allowed to offer its Investigator screening services ,
DIDAX agrees not to promote or create any family of funds using the Investigator
or American Values name and methodology other than the one with Quantum American
Inc.
DIDAX, nor its employees shall have authority to bind, nor make an appearance to
any client or prospective client that he/she had the authority to bind or
otherwise obligate Quantum American, Inc. nor Quantum/Gabelli, LP to any
contract or agreement without the prior written consent and authorization of the
COMPANY.
1.3 COMPANY CREATION AND PROMOTION OF CROSSWALK AMERICAN VALUES EQUITY MUTUAL
FUND FAMILY
The COMPANY will create, register and market the Crosswalk American Values
Equity Mutual Fund family, committing a minimum of $130,000 in fund
registration, development, and promotion through either direct mail, investor
communiques and/or Funds launch events during the first year of this Agreement.
2.0 COMMERCIAL TERMS
2.1 TERM OF AGREEMENT
This Agreement will remain in tact until midnight November 30, 2019. After
November 30, 2019, either party may terminate the agreement, provided that the
terminating party provide to the other party, a sixty day written notice of
intent to terminate this Agreement.
If DIDAX terminates the Agreement, all fees as described in Section 2.2 shall
continue to be paid to DIDAX by the COMPANY, on all approved and completed sales
from referrals provided by DIDAX, prior to the date of termination, for the
services of Quantum American, Inc. or Quantum Gabelli, LP.
If the COMPANY terminates this Agreement, it shall continue to pay DIDAX all
fees as described in Section 2.2, received by the COMPANY on all approved and
completed referrals provided by DIDAX, prior to the date of termination, for the
services of Quantum American, Inc. and/or Quantum Gabelli, LP, for as long as
the referred purchasers remain clients of the COMPANY.
3
2.11 TERMINATION FOR NON-PERFORMANCE
This agreement shall be terminated for reason of non-performance of Quantum
American, Inc. if the following conditions are no longer met: the mutual fund
family must be registered and operational; Quantum American Inc. is active and
in good business and ethical standing; and Quantum American Inc. is actively
marketing and promoting the fund family.
2.2 COMPENSATION
Crosswalk American Values Equities Mutual Funds
The COMPANY agrees to pay DIDAX INC. a licensing fee of 0.50% of all assets
under management in the Crosswalk American Values Equity Mutual Funds family and
for each class of mutual fund created. In "wholesale" relationships, DIDAX will
have full discretion in determining the portion of these fees to share with any
affinity organizations that choose to promote the fund family to their
memberships.
Payment Terms
The COMPANY agrees to pay DIDAX the amounts indicated above in this Section 2.2,
quarterly in arrears, no more than 45 days beyond the close of the quarter.
2.3 DISPUTE RESOLUTION
Should any dispute netween the COMPANY and DIDAX, or its employees, arise
regarding any aspect of this Agreement, it is herein agreed by both COMPANY and
DIDAX that the matter, or matters, will be resolved only by binding arbitration
and that the arbitrator of such dispute, or disputes, shall be a person or firm
of recognized good standing in the securities industry, mutually agreed upon by
both parties.
2.4 PUBLICITY, CONFIDENTIALITY AND NONDISCLOSURE
Neither party shall publish or make known to others any confidential information
which is proprietary to the other party which is obtained in connection with or
as a result of its work hereunder and which is not in the public domain.
"Confidential Information" shall mean any information relating to or disclosed
in the course of this Agreement that is or should reasonably be understood to be
confidential or proprietary to the Disclosing Party, including but not limited
to the material terms of this Agreement; technical processes and formulas;
source code; product designs; sales, cost and other financial information;
product and business plans; projections; and marketing data. "Confidential
Information" shall not include information (1) already lawfully known to or
independently developed by the receiving Party; (2) disclosed in published
materials; (3) generally known to the public; (4) lawfully obtained from any
third party (provided that such third party also lawfully obtained such
information); or (5) required to be disclosed by law.
The Receiving Party acknowledges the confidential and proprietary nature of the
Disclosing Party's Confidential Information and agrees that it shall not
discuss, reveal or disclose the
4
Disclosing Party's Confidential Information for any purpose other than as
contemplated hereby, in each case, without the prior written consent of the
Disclosing Party. The Receiving Party agrees to take reasonable precautions to
prevent unauthorized or inadvertent disclosure of Confidential Information of
the Disclosure Party.
The Receiving Party will, at the request of the Disclosing Party, during the
term of this Agreement, promptly return all Confidential Information held or
used by the Receiving Party in whatever form, or at the discretion of the
Disclosing Party, promptly destroy all such Confidential Information, including
all copies thereof, and those portions of all documents that incorporate such
Confidential Information.
The provisions of this section of the Agreement related to Confidential
Information shall survive the termination of this Agreement for a period of
three years.
3.5 INDEMNIFICATION:
Either party will defend, indemnify, save, and hold harmless the other party and
the officers, directors, agents, affiliates, distributors, franchisees, and
employees of the other party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable attorneys' fees, resulting
from the indemnifying party's breach of any duty, representation, or warranty of
this Agreement, except where such liabilities result from the gross negligence
or knowing and willful misconduct of the other party. Without limiting the
generality of the foregoing, COMPANY will defend, indemnify, save and hold
harmless DIDAX against any liabilities arising out of 1) any injury to person or
property caused by any data provided to DIDAX by COMPANY (including but not
limited to any item sold or advertised in connection with COMPANY's data), 2)
any defamatory, libelous or illegal or allegedly defamatory, libelous or illegal
data provided to DIDAX by COMPANY, and 3) any data infringing or allegedly
infringing the proprietary rights (including but not limited to any intellectual
property rights) of a third party, 4) any claim that any item(s) sold or
advertised in connection with COMPANY's data does not perform or was not priced
as advertised and/or does not comply with all local, state, federal and
international Securities law requirements and all other relevant treaties,
regulations, ordinances and the like. Prompt notice of any claim is a condition
of the obligation of indemnity.
3.6 LIMITATION OF LIABILITY
DIDAX will make reasonable efforts to ensure the accuracy and reliability of
data presented on crosswalk, however, COMPANY acknowledges that DIDAX, its
officers, directors, employees and third party content providers will not be
held liable for any damages suffered or incurred by COMPANY or any third party
arising out of any faults, interruptions or delays in broadcast or any
inaccuracies, errors or omissions on crosswalk, however such faults,
interruptions, delays, inaccuracies, errors or omissions arise.
Neither Party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or interruption of service resulting
directly or indirectly from acts of God;
5
civil or military authority; acts of public enemy; war; riots; civil
disturbances; insurrections; acts of government; accidents; fire or other
casualty; explosions; earthquakes; floods; the elements; strikes; labor
disputes; failure of telecommunications; shortages of essential parts,
materials, labor, or transportation; or any material cause beyond the reasonable
control of such Party.
Under no circumstances will either party, its officers, directors, employees and
third party content providers be liable for any indirect, incidental, special or
consequential damages with respect to data provided on crosswalk, including lost
profits regardless of whether such damages could have been foreseen or prevented
by either party.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH
PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE.
3.7 NOTICE
Notices under this Agreement shall be sufficient if in writing and if personally
delivered, delivered by a major commercial overnight delivery courier service,
sent by facsimile, or mailed by U.S. mail, to a Party at its address set forth
below or as amended by notice pursuant to this Section. Unless actually received
earlier, notices shall be deemed received five (5) days after deposit in the
U.S. mail or one (1) day after being transmitted by overnight delivery courier
service or by facsimile.
If to Quantum American, Inc.: Quantum American, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
If to Quantum Funds LP Quantum Funds LP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
If to DIDAX INC.: DIDAX INC.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
3.8 ASSIGNMENT AND SEVERABILITY
This Agreement is not assignable by either Party without the written consent of
the other. This Agreement shall be binding upon and shall inure to the benefits
of the parties and their respective successors. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid or
unenforceable, such determination shall not affect the validity, or
enforceability of any other part or provision of this Agreement.
6
3.9 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and cancels, supersedes and inures all and any
previous Agreements between Quantum American, Inc., DIDAX INC., and the
Institute for American Values Investing as indicated by consent below of ▇▇▇▇▇▇▇
▇▇▇▇▇▇, President of DIDAX INC., and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Money Channel Manager
for DIDAX and President of the Institute for American Values Investing or other
previous proposals, both oral and written, negotiations, representations,
commitments, writings, and all other communications between the parties. This
Agreement may not be changed or modified except by an instrument in writing
signed and accepted by both parties, and no change, termination, or attempted
waiver of any of the provisions hereof shall be binding unless in writing and
signed by the parties against whom the same is sought to be enforced.
THUS DONE AND SIGNED, at New Orleans, Louisiana this 20th day of November, 1998,
in the presence of the undersigned competent witnesses.
DIDAX INC. QUANTUM AMERICAN, INC.
Signature [SIG] Signature [SIG]
---------------------- ---------------------
Title CEO / PRESIDENT Title PRESIDENT
---------------------- ---------------------
WITNESSES QUANTUM FUNDS LP
[SIG] Signature [SIG]
-------------------------------- ---------------------
Title GENERAL PARTNER
---------------------
CONSENT:
INSTITUTE FOR AMERICAN VALUES INVESTING DIDAX INC.
Signature [SIG] Signature [SIG]
---------------------- ---------------------
Title PRESIDENT Title CEO / PRESIDENT
---------------------- ---------------------
WITNESSES WITNESSES
[SIG] [SIG]
-------------------------------- -------------------------------
7
AGREEMENT BETWEEN
DIDAX INC. AND QUANTUM AMERICAN, INC.
CROSSWALK AMERICAN VALUES MANAGED ACCOUNTS
This is an Agreement between DIDAX INC. (hereinafter referred to as DIDAX), a
Delaware corporation with its principal office at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Quantum American, Inc., (hereinafter referred to
as COMPANY), a Louisiana corporation domiciled in Orleans Parish, Louisiana.
DIDAX and COMPANY may herein also be referred to as the "parties". This
Agreement shall be governed by and construed in accordance with the laws of the
State of Louisiana.
WHEREAS DIDAX and COMPANY are entering into this Agreement where DIDAX will
provide to COMPANY the Crosswalk Market Initiation package on DIDAX's Web site,
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ and its personal finance channel, Crosswalk Money,
(hereinafter together referred to as "crosswalk") and DIDAX will also be
retained by the COMPANY for the purpose of selling and promoting the services
of the COMPANY as well as the services of the partnership known as
Quantum/Gabelli, LP, of which COMPANY is a General Partner and fifty-one
percent (51%) owner thereof; and
WHERAS DIDAX desired to perform those services for COMPANY, as set forth more
particularly herein and for the compensation described herein; therefor it is
agreed and understood that:
1.0. SCOPE OF WORK
1.1 CROSSWALK MARKET INITIATION
DIDAX shall provide to COMPANY, the Crosswalk Market Initiation package valued
at $130,000. This provides to COMPANY (a) full access to the proprietary
values-based investing screening services developed by the Institute for
American Values Investing for purposes of portfolio selection; (b) the exclusive
right to preferential marketing initiatives to enable COMPANY to market their
services and products defined as the Crosswalk American Values Managed Accounts
(separately managed accounts); (c) the first right of refusal to participate in
any future crosswalk created content and/or advertising that relates to services
or products the COMPANY deems similar in nature. (d) integration with crosswalk
content to give crosswalk visitors access to COMPANY's services and products;
(e) announcements and surveys to crosswalk; and (f) the exclusive use of the
word crosswalk and/or American Values Investing for use on the product name of
any managed stock account program.
1.2 DIDAX SALES AND PROMOTION OF COMPANY SERVICES
DIDAX, using every commercially reasonable effort at its disposal, shall cause
its employee, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, and/or a substitute, only after confirmation
by the COMPANY, to sell and promote the Crosswalk American Values Managed
Account products and services of Quantum
8
American, Inc. and Quantum/Gabelli, LP in full accordance with the Investment
Advisors Act of 1940, 15 U.S.C. Section 80b-1, ET seq.
1.2 DIDAX SALES AND PROMOTION OF COMPANY SERVICES (CONTINUED)
DIDAX shall communicate and/or transmit to clients and/or prospective clients
only such sales material, data compilations and/or other information as is
furnished by and/or approved by the COMPANY.
DIDAX agrees not to create any professionally managed separate account products
with the name American Values and the Institute for American Values Investing
other than the one with Quantum American Inc. during the term of this agreement.
DIDAX, nor its employees shall have authority to bind, nor make an appearance to
any client or prospective client that he/she had the authority to bind or
otherwise obligate Quantum American, Inc. nor Quantum/Gabelli, LP to any
contract or agreement without the prior written consent and authorization of the
COMPANY.
1.3 COMPANY CREATION AND PROMOTION OF CROSSWALK AMERICAN VALUES MANAGED
ACCOUNTS:
The COMPANY will create, register and market the Crosswalk American Values
Managed Accounts, committing a minimum of $130,000 in planning, registration,
development, and promotion through either direct mail, investor communiques
and/or product launch events during the first year of this Agreement.
2.0 COMMERCIAL TERMS
2.1 TERM OF AGREEMENT
This Agreement will remain in tact until midnight November 30, 1999. Unless
either party provides to the other party, a sixty day written notice of intent
to terminate this Agreement on November 30, 1999, the Agreement will
automatically renew for a one year period from November 30, 1999. After November
30, 1999, either party may terminate the agreement, provided that the
terminating party provide to the other party, a sixty day written notice of
intent to terminate this Agreement.
If DIDAX terminates the Agreement, all fees as described in Section 2.2 shall
continue to be paid to DIDAX by the COMPANY, on all approved and completed sales
from referrals provided by DIDAX, prior to the date of termination, for the
services of Quantum American, Inc. or Quantum Gabelli, LP.
If the COMPANY terminates this Agreement, it shall continue to pay DIDAX all
fees as described in Section 2.2, received by the COMPANY on all approved and
completed referrals provided by DIDAX, prior to the date of termination, for the
services of Quantum American, Inc.
9
and/or Quantum Gabelli, LP, for as long as the referred purchasers remain
clients of the COMPANY.
2.2 COMPENSATION
Crosswalk American Values Managed Accounts:
DIDAX will receive 40% of COMPANY's net management fees (after paying ▇▇▇▇▇▇'▇
license fee, or Gabelli Fixed Income 49% of fixed income fees). ▇▇▇▇▇▇ license
fees are .1% on the first $100 million; .05% on the next $100 million; and .03%
on all over $200 million.
Payment Terms
The COMPANY agrees to pay DIDAX the amounts indicated above in this Section 2.2,
quarterly in arrears, no more than 45 days beyond the close of the quarter.
2.3 DISPUTE RESOLUTION
Should any dispute between the COMPANY and DIDAX, or its employees, arise
regarding any aspect of this Agreement, it is herein agreed by both COMPANY and
DIDAX that the matter, or matters, will be resolved only by binding arbitration
and that the arbitrator of such dispute, or disputes, shall be a person or firm
of recognized good standing in the securities industry, mutually agreed upon by
both parties.
2.4 PUBLICITY, CONFIDENTIALITY AND NONDISCLOSURE
Neither party shall publish or make known to others any confidential information
which is proprietary to the other party which is obtained in connection with or
as a result of its work hereunder and which is not in the public domain.
"Confidential Information" shall mean any information relating to or disclosed
in the course of this Agreement that is or should reasonably be understood to be
confidential or proprietary to the Disclosing Party, including but not limited
to the material terms of this Agreement; technical processes and formulas;
source code; product designs; sales, cost and other financial information;
product and business plans; projections; and marketing data. "Confidential
Information" shall not include information (1) already lawfully known to or
independently developed by the receiving Party; (2) disclosed in published
materials; (3) generally known to the public; (4) lawfully obtained from any
third party (provided that such third party also lawfully obtained such
information); or (5) required to be disclosed by law.
The Receiving Party acknowledges the confidential and proprietary nature of the
Disclosing Party's Confidential Information and agrees that it shall not
discuss, reveal or disclose the Disclosing Party's Confidential Information for
any purpose other than as contemplated hereby, in each case, without the prior
written consent of the Disclosing Party. The Receiving Party agrees to take
reasonable precautions to prevent unauthorized or inadvertent disclosure of
Confidential Information of the Disclosure Party.
10
The Receiving Party will, at the request of the Disclosing Party, during the
term of this Agreement, promptly return all Confidential Information held or
used by the Receiving Party in whatever form, or at the discretion of the
Disclosing Party, promptly destroy all such Confidential Information, including
all copies thereof, and those portions of all documents that incorporate such
Confidential Information.
The provisions of this section of the Agreement related to Confidential
Information shall survive the termination of this Agreement for a period of
three years.
3.5 INDEMNIFICATION:
Either party will defend, indemnify, save, and hold harmless the other party and
the officers, directors, agents, affiliates, distributors, franchisees, and
employees of the other party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable attorneys' fees, resulting
from the indemnifying party's breach of any duty, representation, or warranty of
this Agreement, except where such liabilities result from the gross negligence
or knowing and willful misconduct of the other party. Without limiting the
generality of the foregoing, COMPANY will defend, indemnify, save and hold
harmless DIDAX against any liabilities arising out of 1) any injury to person or
property caused by any data provided to DIDAX by COMPANY (including but not
limited to any item sold or advertised in connection with COMPANY's data), 2)
any defamatory, libelous or illegal or allegedly defamatory, libelous or illegal
data provided to DIDAX by COMPANY, and 3) any data infringing or allegedly
infringing the proprietary rights (including but not limited to any intellectual
property rights) of a third party, 4) any claim that any item(s) sold or
advertised in connection with COMPANY's data does not perform or was not priced
as advertised and/or does not comply with all local, state, federal and
international Securities law requirements and all other relevant treaties,
regulations, ordinances and the like. Prompt notice of any claim is a condition
of the obligation of indemnity.
3.6 LIMITATION OF LIABILITY
DIDAX will make reasonable efforts to ensure the accuracy and reliability of
data presented on crosswalk, however, COMPANY acknowledges that DIDAX, its
officers, directors, employees and third party content providers will not be
held liable for any damages suffered or incurred by COMPANY or any third party
arising out of any faults, interruptions or delays in broadcast or any
inaccuracies, errors or omissions on crosswalk, however such faults,
interruptions, delays, inaccuracies, errors or omissions arise.
Neither Party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or interruption of service resulting
directly or indirectly from acts of God; civil or military authority; acts of
public enemy; war; riots; civil disturbances; insurrections; acts of government;
accidents; fire or other casualty; explosions; earthquakes; floods; the
elements; strikes; labor disputes; failure of telecommunications; shortages of
essential parts, materials, labor, or transportation; or any material cause
beyond the reasonable control of such Party.
11
Under no circumstances will either party, its officers, directors, employees and
third party content providers be liable for any indirect, incidental, special or
consequential damages with respect to data provided on crosswalk, including lost
profits regardless of whether such damages could have been foreseen or prevented
by either party.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH
PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE.
3.7 NOTICE
Notices under this Agreement shall be sufficient if in writing and if personally
delivered, delivered by a major commercial overnight delivery courier service,
sent by facsimile, or mailed by U.S. mail, to a Party at its address set forth
below or as amended by notice pursuant to this Section. Unless actually received
earlier, notices shall be deemed received five (5) days after deposit in the
U.S. mail or one (1) day after being transmitted by overnight delivery courier
service or by facsimile.
If to Quantum American, Inc.: Quantum American, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
If to DIDAX INC.: DIDAX INC.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
3.8 ASSIGNMENT AND SEVERABILITY
This Agreement is not assignable by either Party without the written consent of
the other. This Agreement shall be binding upon and shall inure to the benefits
of the parties and their respective successors. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid or
unenforceable, such determination shall not affect the validity, or
enforceability of any other part or provision of this Agreement.
3.9 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and cancels, supersedes and inures all and any
previous Agreements between Quantum American, Inc., DIDAX INC., and the
Institute for American Values Investing as indicated by consent below of ▇▇▇▇▇▇▇
▇▇▇▇▇▇, President of DIDAX INC., and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Money Channel Manager
for DIDAX and President of the Institute for American Values Investing or other
previous proposals, both oral and written, negotiations, representations,
commitments, writings, and all other communications between the parties. This
Agreement may
12
not be changed or modified except by an instrument in writing signed and
accepted by both parties, and no change, termination, or attempted waiver of any
of the provisions hereof shall be binding unless in writing and signed by the
parties against whom the same is sought to be enforced.
THUS DONE AND SIGNED, at New Orleans, Louisiana this 20th day of November, 1998,
in the presence of the undersigned competent witnesses.
DIDAX INC. QUANTUM AMERICAN, INC.
Signature [SIG] Signature [SIG]
--------------------- ----------------------
Title CEO / PRESIDENT Title PRESIDENT
--------------------- ----------------------
WITNESSES
[SIG]
-------------------------------
CONSENT: CONSENT:
INSTITUTE FOR AMERICAN VALUES INVESTING DIDAX INC.
Signature [SIG] Signature [SIG]
--------------------- ----------------------
Title PRESIDENT Title CEO / PRESIDENT
--------------------- ----------------------
WITNESSES WITNESSES
[SIG]
--------------------------------------------------------------------------------