MERGER AND ACQUISITION AGREEMENT
This Merger and Acquisition Agreement, dated as of September 5, 2000, is
Between ▇▇▇▇▇ ▇▇▇▇▇▇▇ of Baltimore, State of Maryland ("Consultant") and Go
Online Networks Corporation, a California corporation with a usual place of
Business in Buena Park, California (the "Corporation") and is to the following
effect.
WHEREAS, the Corporation provides various Merger and Acquisition related
services to clients and has the capacity to perform such services and so-called
back Office services; and
WHEREAS, Corporation utilizes the services of Consultants from time to time
and Consultants utilize the services of Corporation from time to time; and
WHEREAS, both the Consultant and the Corporation intend to set forth the
terms and conditions of services provided, each to the other,
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
provisions hereof, Consultant and Corporation agree as follows:
1. Employment.
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The Corporation hereby retains Consultant and Consultant agrees to provide
Consulting services to the Corporation as follows:
(a) Consultant agrees to perform such services for Corporation or
Corporation's clients as are requested by Corporation.
(b) Corporation agrees to provide such back room services, in connection
with acquisitions, to Consultant's clients upon such terms and conditions as
Corporation and Consultant may agree.
2. Representation. Consultant represents and warrants that
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Consultant is duly qualified and expert in the field of Corporation's
business.
3. Duties. Consultant shall each have duties as are assigned from
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time to time by the Corporation's President and/ or Board of Directors.
4. Independent Contractor. All services to be performed by
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Consultant hereunder shall be performed in the capacity of an independent
contractor and Consultant shall not be an employee of the Corporation by
reason of this Agreement.
Consultant shall
be free to dispose of such portion of Consultant's entire time, energy and skill
during regular business hours as Consultant shall determine. Consultant is
expressly permitted to be an employee, independent contractor or consultant to
other parties during the Term hereof. Consultant will be responsible for making
all required payments of federal and state income and unemployment taxes, if
any, as well as payments under the Federal Insurance Contributions Act or
Medical Contributions.
5. (a) Confidentiality. The Consultant acknowledges that as a
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result of Consultant's position with the Corporation, Consultant will have
access to the customer list, the product information, concepts and designs,
strategies, know-how and other proprietary information vital to the
profitability of the Corporation (the "Proprietary Assets or Trade Secrets").
The Consultant acknowledges that it is the intention of the Corporation to
continue to develop, improve and market such valuable and unique strategies,
know-how, methods and other information. Such Trade Secrets have or may become
known to the Consultant as a consequence of the Consultant's engagement or
relationship with the Corporation. Trade Secrets also include any proprietary,
secret or confidential information which the Consultant has acquired or may
hereafter acquire during his engagement or relationship the Corporation,
including, but not limited to marketing and business plans, information about
the Corporation's customers, clients and other business relationships, customer
lists, methods and strategies and documentation and ideas relating to the
activities of the Corporation or its clients. Furthermore, the Consultant
acknowledges that the Proprietary Assets of the Corporation are valuable,
special, and unique assets of the Corporation's business. Consultant
understands that the Corporation has no adequate remedy at law should Consultant
breach the terms of this paragraph. Thereof, in the event of a breach or
threatened breach by the Consultant of the provisions of this paragraph the
Corporation shall be entitled to injunctive relief restraining the Consultant
from disclosing, in whole or in part, the list of the Corporation's customers,
or from rendering any services to any person, firm, employer, association, or
other entity to whom such list or any other Proprietary Asset, in whole or in
part, has been disclosed or is threatened to be disclosed. Nothing herein shall
be construed as prohibiting the Corporation from pursuing any other remedies
available to the Corporation for such breach or threatened breach, including the
recovery of damages from the Consultant. The Corporation shall be entitled to
recover from Consultant the costs of enforcement of this paragraph, including
reasonable attorney's fees and court costs.
(b) Nondisclosure and Nonuse. The consultant shall not, either during
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Consultant's engagement or relationship by or with the Corporation or at any
time thereafter, use in any way or disclose the Corporation's customer list or
any other of the Proprietary Assets or any part thereof to any person or entity
for any reason or purpose whatsoever, or in any way appropriate for Consultant's
own benefit any of the Proprietary Assets or any Trade Secrets except in
connection with Consultant's good faith efforts to promote the Corporation's
business.
(c) Use and Return of Documents. The Consultant shall (I) exercise
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all precautions necessary to protect the integrity of all Proprietary Assets or
Trade Secrets and keep confidential all documents and records embodying any part
of any Proprietary Assets or Trade Secrets, whether prepared by the consultant
or others, and (II) will not copy any such documents or records or remove any
such documents or records or copies thereof from the Corporation's premises.
Upon termination of Consultant's employment with the Corporation, the consultant
shall promptly deliver to the Corporation all documents and records embodying
any part of or relating to Proprietary Assets or Trade Secrets, and any copies
thereof, then in Consultant's possession or under Consultant's control, whether
or not on the premises of the Corporation.
(d) Covenant Not to Compete. The Consultant recognizes and
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acknowledges that Consultant has developed a unique and valuable expertise in
the business of the Corporation or that of its clients and the Corporation has
agreed to enter into this Agreement and to offer engagement or relationship, in
direct reliance on the covenants and agreements of the Consultant contained in
this Agreement. It is therefore agreed that during Consultant's engagement or
relationship by or with the Corporation and for two years from the date of the
termination of such employment, for whatever cause or reason, the Consultant (a)
shall not, without the prior approval of the Corporation, alone or as a member,
consultant or agent of any partnership or as an officer, agent, consultant,
director, shareholder compete with any business or activity currently or
hereafter conducted by the Corporation or any subsidiaries or affiliates
(existing now or hereafter) of the Corporation, and (b) shall not hire or entice
or in any other manner persuade or attempt to persuade any Consultant,
independent contractor, dealer, supplier, client or customer of the Corporation
to discontinue his, her or its relationship or violate any agreement with the
Corporation as Consultant, independent contractor, supplier, client or customer,
as the case may be.
(e) Work For Hire. Consultant is a work for hire and hereby assigns
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and sets over all designs, patents, copyrights, or other intellectual property
of or relating to the Proprietary Assets or Trade Secrets or to the subject
matters thereof or any other intellectual property created by Consultant during
the term of this Agreement notwithstanding where conceived, intending that all
such property is that of the Corporation and shall be deemed Proprietary Assets.
6. Compensation. The Corporation will pay Consultant for the
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performance of the agreements and services specified herein as follows:
(a) a flat fee of 250,000 shares of free trading stock will be issued as
payment. This will serve as payment for all services rendered from September 5,
2000 through February 4, 2001. Shares will be released in accordance with the
Stock Restriction and Escrow Agreements.
(b) for all clients of Consultant's for which Consultant has requested
Corporation to render services, compensation for such clients shall be collected
and distributed in the same manner and amount as clients of Corporation that are
assigned to be serviced by Consultant.
(c) for all back office services provided by Corporation, fees shall be
paid and determined consistent with current policy and pricing of Corporation,
unless otherwise agreed in writing at the time of engagement.
7. Termination. The Corporation may terminate this Agreement, with or
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without cause, on three (3) days written notice to the Consultant. In the event
this Agreement is terminated for any reason whatsoever, the Consultant shall
deliver immediately to the Corporation all Corporation materials including, but
not limited to, its price lists, temporary personnel lists, supplies, equipment,
checks, ▇▇▇▇▇ cash, and all their materials and records of any kind that may be
in the Consultant's possession or under his control, including any and all
copies of the foregoing. Upon breach hereof, the Consultant shall be entitled
to injunctive relief.
8. Working Facilities. The Consultant shall be responsible for
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providing itself/himself/herself with such office facilities, secretarial and
other office personnel, and telephones and telephone service, appropriate forms
and invoices, and materials, supplies and equipment as may be deemed necessary
by the Consultant for the performance of the services contemplated by this
Agreement at no charge or cost to the Corporation.
9. Severability. If any provision of this Agreement or portion of such
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provision or any application thereof to any person or circumstances is held
invalid, the remainder of this Agreement (or the remainder of such provision)
and the application thereof to other persons or circumstances shall not be
affected thereby.
10. Nonassignability. Consultant acknowledges that Corporation enters
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into this Agreement with Consultant personally because of Consultant's special
knowledge and expertise. Therefore, Consultant agrees not to undertake to
assign any of its duties hereunder. Any attempted assignment shall be null and
void and without further force or effect.
11. Notices. All notices given hereunder shall be in writing and
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effective when delivered or mailed (certified, return receipt requested) as
follows:
If to the Corporation, to it at:
Go Online Networks Corp.
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Copy to:
▇▇▇▇▇▇ Law Group
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If to the Consultant, by name at:
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A party may change its address by giving notice to the other party pursuant
to the foregoing procedure at least ten (10) days prior to the effective date
thereof.
12. General Matters.
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(a) This Agreement shall be governed and construed by and in accordance
with the laws of the Commonwealth of Maryland.
(b) The heading of the sections of this Agreement have been inserted for
convenience and shall not modify, define, limit or expand the express provisions
of this Agreement.
(c) This document constitutes the entire Agreement of the parties as to
the subject matter hereof and may be amended except by a writing executed by
both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as an instrument
under seal as of the date first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Go Online Networks Corporation ▇▇▇▇▇ ▇▇▇▇▇▇▇