EXHIBIT 10.39
EXECUTION DRAFT
DISTRIBUTION AGREEMENT
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THIS DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of March
17, 1999 (the "Effective Date"), between Jutvision Corporation, a Delaware
corporation with an office located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇ ("Jutvision"), and Windermere Real Estate Services Company, a Washington
corporation with an office located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("Company").
Jutvision uses the Jutvision Technology and provides the Production
Services. Company operates the Company Sites. Jutvision desires to provide
virtual tour technology and Production Services for the Company Sites. In
consideration of the mutual promises and covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. DEFINITIONS
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1.1 "Company Originated Order" means any order received by Jutvision for
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Production Services placed by a Sales Agent via (i) a co-branded electronic
order form contained on any of the Company Sites; (ii) an order form indicating
the unique tracking number Jutvision has assigned Company; or (iii) a telephone
or facsimile order referencing the unique tracking number Jutvision has assigned
Company.
1.2 "Company Site" means the collection of HTML documents residing on
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servers operated by or for Company or its affiliate, including without
limitation Company's intranet, and accessible on or after the Effective Date by
Sales Agents.
1.3 "Confidential Information" means any trade secrets, confidential data
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or other confidential information oral or written relating to or used in the
business of the other party (the "Disclosing Party"), that a party may obtain
from the Disclosing Party during the term of this Agreement (the "Confidential
Information"). The terms of this Agreement will constitute Confidential
Information, except to the extent that such information is disclosed in good
faith to a legitimate potential, or actual, strategic investor, investment
banker, venture capital firm, or consultant.
1.4 "Jutvision Image" means an electronic image of a Property produced by
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or on behalf of Jutvision.
1.5 "Jutvision Technology" means software and hardware, including the
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Jutvision for Java Software, used to capture, process and view Jutvision Images.
1.6 "Jutvision Tour" means the combined Production Services supplied by
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Jutvision with respect to a single Property.
1.7 "Production Services" means the services provided by or on behalf of
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Jutvision in producing Jutvision Images.
1.8 "Property" means any piece of residential, commercial, new
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construction or resort real estate within the Territory, including without
limitation new homes, offered for sale or resale.
1.9 "Sales Agent" means any sales agent, sales representative or broker of
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Company.
1.10 "Service Provider Network" means the network of individuals
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throughout the Territory with whom Jutvision has entered into agreements to
capture images at designated sites on Jutvision's behalf.
1.11 "Territory" means the area within the United States and Canada in
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which Company has Sales Agents.
1.12 "Virtual Tour Images" means 360, three-dimensional, virtual
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reality, virtual tour, virtual walkthrough or other similar images, or
production services for such images.
2. PROVISION OF PRODUCTION SERVICES; EXCLUSIVITY
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2.1 Sales and Billing. Jutvision will be responsible for receiving and
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fulfilling orders and invoicing and collecting revenues for all sales of
Production Services. Company will be responsible for, and shall work with
Jutvision regarding, providing a mechanism for Sales Agents to order Production
Services at the same time listings are created on the Company Sites.
2.2 Image Capturing, Processing and Posting.
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(a) Jutvision will have sole responsibility for, and will bear all
costs associated with, capturing images at designated sites through its Service
Provider Network and processing captured images to create Jutvision Images.
Company will permit posting of Jutvision Images to the Company Sites, and the
parties will use best efforts to work together to expeditiously implement, and
maintain throughout the term of this Agreement, a system whereby Jutvision will
be capable of posting Jutvision Images to the Company Sites. Company will be
responsible for maintaining quality Jutvision Images posted to the Company
Sites.
(b) Jutvision will use commercially reasonable efforts to have a
member of its Service Provider Network available to capture Jutvision Images
within three (3) business days after Jutvision has received an order from a
Sales Agent in the following areas: 30 miles by road east and west of Highway I-
5 from the Canadian border to Olympia including Kitsap Pennisula; Spokane within
a 30 mile radius; TriCities (WA) within a 30 mile radius; Vancouver (WA) within
a 30 mile radius; Portland within a 30 mile radius; Salem within a 30 mile
radius; ▇▇▇▇▇▇/Springfield within a 30 mile radius; and Boise (ID) within a 30
mile radius ("Core Service Areas"). Notwithstanding any other provisions of
this Agreement, in the event that within any of the Core Service Areas a
Jutvision Service Provider member is not available to capture Jutvision Images,
within three (3) business days after order receipt, twenty-five (25%) or more of
the time within a given month due to no fault of Company or Sales Agents, then,
subject to a thirty (30) day cure period, Company may enter into an agreement
with a third party for service comparable to the Production Services in such
Core Service Area without being in breach of this Agreement. In cities outside
the Core Service Areas in Washington and Oregon, Jutvision will use commercially
reasonable efforts to have a member of its Service Provider Network available
within ten (10) business days when a community has at least four (4) orders for
Jutvision Production Services to be captured at one time.
(c) Jutvision will use commercially reasonable efforts to process and
post each Jutvision Image on behalf of Sales Agents within four (4) business
days after capture of such Jutvision Image, provided that such posting is not
delayed by factors attributable to Company or Sales Agents. Notwithstanding any
other provisions of this Agreement, in the event that within a given city,
within a given month twenty-five percent (25%) or more of the Jutvision Images
are posted to the Company Sites more than five (5) business days after capture
due to no fault of Company or Sales Agents, then, subject to a thirty (30) day
cure period, Company may enter into an agreement with a third party for services
comparable to the Production Services in that city without being in breach of
this Agreement.
2.3 Exclusivity. Except as specifically provided in Sections 2.2(b),
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2.2(c), 2.4, and 4.1, Jutvision will be the exclusive provider of Virtual Tour
Images for the Company Sites in those territories where Jutvision offers
services. Company will not directly or indirectly promote itself or act as a
provider of Virtual Tour Images, nor will it promote or use the services of any
third party acting in such capacity in territories where Jutvision is the
exclusive provider of Virtual Tour Images for the Company. In addition, Company
will not permit any Virtual Tour Images, or related services or technology, of
any third party to be posted to, linked to or otherwise made accessible through
the Company Sites in territories where Jutvision is the
exclusive provider of Virtual Tour Images for the Company. Jutvision is an
approved vendor of Company for the term of this Agreement.
2.4 Service Provider Network. Jutvision will implement the Service
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Provider Network in each of the following Core Service Areas by March 15, 1999:
30 miles by road east and west of Highway I-5 from the Canadian border to
Olympia including Kitsap Pennisula, Spokane within a 30 mile radius, Portland,
and Vancouver (WA) within a 30 mile radius. By April 19, 1999, Jutvision will
implement the Service Provider Network in the remaining Core Service Areas and
will provide service (as defined in Section 2.2(b)) to cities outside the Core
Service Areas. Jutvision will continue discussions with Windermere to develop
an appropriate solution for Whistler BC by April 30, 1999. Notwithstanding
Section 2.3, in the event Jutvision fails to implement the Service Provider
Network in the Territory in accordance with the schedule set forth above,
Company may provide, or may enter into agreements with third parties to provide,
services comparable to the Production Services until such time as Jutvision
expands the Service Provider Network into such areas. Upon Jutvision's
implementation of the Service Provider Network in such area, Company shall
commence using Jutvision's Production Services as soon as practicable.
2.5 Performance of Service Providers. Company reserves the right to notify
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Jutvision in writing of unacceptable performance by a member of the Service
Provider Network. Company's notice will state with specificity the basis for
such notice. Jutvision will have fourteen (14) days from the date of receipt of
such notice to investigate and correct the performance problem, if possible. In
the event that after such 14-day period Jutvision has not corrected such problem
to Company's reasonable satisfaction, Jutvision shall substitute another Service
Provider Network member within five (5) business days. For the purposes of this
Section 2.5, "unacceptable performance" means (i) inappropriate or
unprofessional attire or (ii) illegal, potentially illegal or patently offensive
behavior.
3. MARKETING AND PROMOTION
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3.1 Company Obligations. Company agrees to market, promote and facilitate
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orders of the Production Services as follows:
(a) Company Sites. Company agrees to market and promote the
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Production Services on the Company Sites. Such marketing and promotion will
include, without limitation:
(i) inclusion of one or more electronic order forms on the
Company Sites permitting Sales Agents to submit orders for Production Services
to Jutvision via the Internet and Intranet; and
(ii) where deemed appropriate by Company, inclusion of text
promoting Jutvision as an approved vendor and a display of the Jutvision logo on
the Intranet, located above the fold (i.e., visible to an end user without
scrolling or navigation on a 640 by 480 pixel page), that, when clicked on,
links directly to an HTML page containing an electronic order form permitting
Sales Agents to submit orders for Production Services to Jutvision via the
Internet and Intranet.
(b) Print Advertising. To the extent Company creates and
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distributes print advertising promoting the Company Sites, including without
limitation print advertising in magazines, flyers and newsletters, Company will
include in such advertising, as Company reasonably deems appropriate from time
to time, a Jutvision logo and a brief, suitable reference to the availability of
the Production Services.
(c) Seminars and Trade Shows. Company, at its discretion and as
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it deems appropriate, will (i) invite Jutvision to speak and promote its
Production Services at seminars and training sessions Company conducts for Sales
Agents during the term of this Agreement and (ii) make booth space and
sponsorships available to Jutvision for purchase at trade shows, or conventions,
or other Company events that Company hosts or attends if such shows or
conventions are for approved vendors of Company generally or focus on Internet
marketing.
(d) Joint Press Release. Company will participate with Jutvision
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in expeditiously issuing a joint press release regarding the relationship
established through this Agreement. Each party shall agree on the form and
content of such press release and will furnish its written acceptance of, or
comments on, the proposed announcement within 48 hours; otherwise such proposed
announcement will be deemed approved. Any other press announcement by either
party regarding the subject matter of this Agreement will be subject to the
other party's approval, which shall not be withheld or delayed unreasonably.
(e) Advertisements of Competitors. In territories where
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Jutvision is the exclusive provider of Virtual Tour Images, Company will not
display any advertisements of any competitor of Jutvision anywhere within the
Company Sites during the term of this Agreement without the prior approval of
Jutvision. For the purposes of this Section 3.1(e), "competitor of Jutvision"
means any provider of Virtual Tour Images, including, but not limited to, IPIX,
Live Picture, ▇▇▇▇▇▇, URThere, NetXL and Cyclovision.
3.2 Additional Obligations. Subject to Windermere's prior approval, which
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Windermere will not unreasonably withhold or delay, Jutvision may promote the
relationship established under this Agreement on Jutvision's Web site and in its
marketing materials. Jutvision and Company will, from time to time, use
reasonable efforts to cooperate in joint marketing efforts. Each party will
assign a project manager to act as the primary liaison with respect to the
relationship.
4. [*]
4.1 Price. If during the term of this Agreement, Jutvision charges Sales
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Agents in excess of [*] for Company Originated Orders consisting of four
panoramic scenes posted to the Company Site ("Basic Package"), then Company,
upon written notice to Jutvision, will have 30 days to convert this Agreement to
a non-exclusive Agreement for the remainder of the term. In the event Company
elects to convert to a non-exclusive Agreement, Jutvision will have no
obligation thereafter to [*] pursuant to Section 4.2. During
the term, Jutvision agrees that the amount charged to Sales Agents for Basic
Packages will not be greater than the amounts charged to other brokers for Basic
Packages of the same quality and quantity and in the same time period and
geographic region.
4.2 [*]. Except as provided in Section 4.1, during the term of this
Agreement, Jutvision will [*] to Company based on sales of Production Services
[*] as follows:
(a) With respect to all Company Originated Orders fulfilled by
Jutvision during the term of this Agreement through which Jutvision Images are
posted to a Company Site, Jutvision will [*] Company for each calendar quarter
[*] for each Jutvision Tour so sold for which Jutvision has received payment
during the quarter; provided, however, that Jutvision will have no obligation to
[*] Company aggregate [*] in excess of [*] during the twelve (12) month period
commencing on the Effective Date or during any subsequent twelve (12) month
period during the term of this Agreement.
(b) No [*] will be due hereunder (i) with respect to Production
Services or Jutvision Tours sold to third parties other than as expressly set
forth above and (ii) with respect to any Production Services Jutvision
distributes free of charge on a promotional basis.
4.3 Invoices; Reports;[*].Calculation of quarterly [*] will commence
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immediately for the calendar quarter in which the Effective Date occurs.
Jutvision will make all [*] of [*] from the end of each calendar quarter. With
each quarterly [*], Jutvision will provide a report stating the number of
Jutvision Tours sold in accordance with Sections 4.2(a) during the quarter and
providing a [*] of the [*].
5. PROPRIETARY RIGHTS
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5.1 Jutvision for Java Software.
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[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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(a) Jutvision hereby grants to Company a nonexclusive, worldwide,
royalty-free license to use the Jutvision for Java Software, in object code
only, to display on the Company Sites, including Company's intranet, Jutvision
Images licensed in Section 5.2. "Use" means storing, loading, installing,
executing or displaying the Jutvision for Java Software. Company may not modify
the Jutvision for Java Software or disable any licensing or control features of
the Jutvision for Java Software.
(b) The Jutvision for Java Software is owned and copyrighted by
Jutvision. The license set forth in this Section 5.1 confers no title to, nor
ownership in, the Jutvision for Java Software and is not a sale of any rights in
the Jutvision for Java Software.
(c) Company may only make copies or adaptations of the Jutvision for
Java Software for archival purposes or when copying or adaptation is an
essential step in the authorized use of the Jutvision for Java Software.
Company must reproduce all copyright notices in the original Jutvision for Java
Software on all copies or adaptations. Company may only transfer class files
when they are called on by a "requesting" server in the normal course of Java
Applet execution. Company may not distribute the Jutvision for Java Class
files. Any transfer or copying of the Jutvision for Java Software by Company
other than as expressly provided herein constitutes a material breach of this
Agreement.
(d) Company may only use the Jutvision for Java Software to read .jut
files, a file format proprietary to Jutvision.
(e) Company may not tamper with or alter in any way the image
displayed when loading each Jutvision Image ("Jutvision Splash Screen") and
Company shall not hinder the Jutvision Splash Screen from being fully visible
upon loading of each Jutvision Image. Company will not obstruct in any way the
Jutvision Splash Screen and/or screen logo with any other images, frames, tables
or any other HTML or JavaScript code.
(f) Company will not disassemble or decompile the Jutvision for Java
Software including single Jutvision Java Class files under any circumstances.
The disassembly or decryption by Company of any Jutvision Java Class file
constitutes a material breach of this Agreement.
(g) Company will not export or re-export the Jutvision for Java
Software or any copy or adaptation in violation of any applicable laws or
regulations.
(h) The Jutvision for Java Software and any accompanying
documentation have been developed entirely at private expense. They are
delivered and licensed as "commercial computer software" as defined in DFARS
252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014
(Jun 1995), as a "commercial item" as defined in FAR 2.101(a), or as "Restricted
computer software" as defined in FAR 52.227-19 (Jun 1987)(or any equivalent
existing or superseding agency regulation or contract clause), whichever is
applicable. Company has only those rights provided for such Jutvision for Java
Software and any accompanying documentation by the applicable FAR or DFARS
clause or agreement between Company and Jutvision.
5.2 Jutvision Images.
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(a) All Jutvision Images, whether or not produced for Company
customers and whether or not posted to or linked to the Company Sites, are, and
at all times will remain, the exclusive property of Jutvision, and no provision
of this Agreement implies any transfer to Company of any ownership interest in
any Jutvision Image.
(b) Jutvision hereby grants to Company a nonexclusive, worldwide,
royalty-free, nontransferable license to display, perform and reproduce on the
Company Sites, including Company's intranet, each Jutvision Image that is posted
to the Company Sites during the term of this Agreement or for which payment has
been received, solely for the purposes contemplated in this Agreement. Company
will not distribute, modify, edit, or prepare derivative works from the
Jutvision Images without the prior written permission of Jutvision. The
foregoing license does not include any right to grant or authorize sublicenses.
5.3 Trademarks.
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(a) Jutvision owns and at all times will continue to own the
trademarks, service marks and/or trade names JUTVISION and the Jutvision logo,
as well as any name or ▇▇▇▇ Jutvision may subsequently adopt as a trade name or
to designate the Production Services (collectively, the "Jutvision Marks"), and
Company will not take any actions inconsistent with Jutvision's ownership
rights. Company owns and at all times will continue to own the trademarks,
service marks and/or trade names customarily used by Company during the term of
this Agreement (the "Company Marks"), and Jutvision will not take any actions
inconsistent with Company' ownership rights.
(b) Subject to the restrictions set forth herein, Jutvision hereby
grants Company a nonexclusive, worldwide, royalty-free, fully paid up,
nontransferable right to use the Jutvision Marks, during the term of this
Agreement, in each case only upon Jutvision's prior written consent, solely in
connection with promotion and marketing of the Production Services as provided
in Section 3. Upon Company's prior written consent, and solely in connection
with promotion and marketing of the Production Services as provided in Section
3, Company may grant to Jutvision a non-exclusive, worldwide, royalty-free,
fully paid up, non-transferable right to use the Company marks. Any use of the
other party's marks must be commensurate with the style, appearance, and quality
of Company's services and/or products bearing such marks. Each party's use of
the other party's marks will not create in the using party any right, title, or
interest therein or thereto, and all such use will inure to the exclusive
benefit of the other party. Any use of the other party's marks except as
provided herein is strictly prohibited and constitutes a material breach of this
Agreement.
5.4 Limitation on Grant of Rights. Except as expressly provided herein,
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neither party receives any other right or license to the technology or
intellectual property of the other party.
6. TERM AND TERMINATION
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6.1 Term. Unless earlier terminated as set forth below, this Agreement
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will become effective upon the Effective Date and continue for a period of
twenty-four (24) months. Thereafter, this Agreement will be automatically
renewed for successive one (1) year periods unless either party notifies the
other in writing not less than ninety (90) days prior to the end of the then-
current term of its intention to terminate this Agreement as of the end of such
term.
6.2 Termination for Breach. This Agreement will terminate in the event a
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party breaches any material term, condition or representation of this Agreement
or fails to perform any of its material obligations or undertakings hereunder,
and fails to remedy such default within forty-five (45) days after being
notified by the non-breaching party of such breach or failure.
6.3 Survival of Certain Terms. The provisions of Sections 5.1(b), 5.1(e)-
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(h), 5.2(a), 5.3, 5.4, 6.3, 7, 8, 9 and 10 will survive the expiration or
termination of this Agreement for any reason. Sections 5.1(a), 5.1(c)-(d) and
5.2(b) will survive the expiration or termination of this Agreement; provided,
however, that (i) following such expiration or termination, the licenses granted
therein will be limited to display, performance and reproduction of the
Jutvision Images on Company's intranet for internal purposes only; (ii) such
sections will immediately terminate, together with the licenses set forth
therein, in the event Company violates any of the restrictions set forth in
Sections 5.1 or 5.2 at any time; and (ii) upon any such termination, Company
will cease all use of the Jutvision Images and Jutvision for Java Software and
will purge all Jutvision for Java Software and Jutvision Images from its
servers. All other rights and obligations of the parties will cease upon
expiration or termination of this Agreement. Upon termination or expiration of
this Agreement, Company and Jutvision will cease all use of marks of the other
party.
7. CONFIDENTIALITY
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Each party agrees to treat the other party's Confidential Information with
the same degree of care as it maintains its own information of a similar nature.
Each party will use at least the same procedures and degree of care which it
uses to protect the confidentiality of its own Confidential
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Information of like importance, and in no event less than reasonable care.
8. REPRESENTATIONS AND WARRANTIES
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Each party represents and warrants to the other that (i) it is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation; (ii) it has full right, power and
authority to enter into this Agreement and to perform all of its obligation
hereunder; (iii) this Agreement constitutes its valid and binding obligation,
enforceable against it in accordance with its terms; and (iv) its execution,
delivery and performance of this Agreement will not result in a breach of any
material agreement or understanding to which it is a party or by which it or any
of its material properties may be bound. THE WARRANTIES PROVIDED BY THE PARTIES
HEREIN ARE THE ONLY WARRANTIES PROVIDED HEREIN AND ARE IN LIEU OF ALL OTHER
WARRANTIES BY THE PARTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT.
9. LIMITATION OF LIABILITY
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EXCEPT WITH RESPECT TO A BREACH BY EITHER PARTY OF ITS OBLIGATIONS
DESCRIBED IN SECTION 2.3 OR 7, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND
WITH RESPECT TO THIS AGREEMENT WHETHER BASED ON BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10. GENERAL PROVISIONS
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10.1 Notices. Any notice required or permitted by this Agreement will be
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deemed given if sent by registered mail, postage prepaid, addressed to the other
party at the address set forth at the top of this Agreement. Delivery will be
deemed effective three (3) days after deposit with postal authorities.
10.2 Miscellaneous. Nonperformance of either party will be excused to the
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extent that performance is rendered impossible by storm, lockout or other labor
trouble, riot, war, rebellion, strike, fire, flood, accident or other act of
God, governmental acts, orders or restrictions, or any other reason where
failure to perform is beyond the control and not caused by the gross negligence
or willful misconduct of the non-performing party. The relationship of
Jutvision and Company established by this Agreement is that of independent
contractors. This Agreement will be governed by and construed under the laws of
the State of California without reference to conflict of laws principles. This
Agreement, together with all exhibit and attachments hereto, sets forth the
entire agreement and understanding of the parties relating to the subject matter
herein and merges all prior discussions between them. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing signed by the party to be charged, and the
waiver of any breach or default will not constitute a waiver of any other right
hereunder or any subsequent breach or default. Neither party may assign this
Agreement, or assign or delegate any right or obligation hereunder, without the
prior written consent of the other party; provided, however, that either party
may assign this Agreement or assign or delegate its rights and obligations under
this Agreement to a successor to all or substantially all of its business or
assets relating to this Agreement whether by sale, merger, operation of law or
otherwise. This Agreement may be executed by exchange of signature pages by
facsimile and/or in any number of counterparts, each of which shall be an
original as against any party whose signature appears thereon and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
JUTVISION CORPORATION WINDERMERE REAL ESTATE SERVICES COMPANY
/s/ ▇▇▇▇▇▇ Field /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By:_____________________________ By:_____________________________
▇▇▇▇▇▇ Field ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: __________________________ Name:___________________________
Vice President President
Title:__________________________ Title:__________________________
3-22-99 3-18-99
Date: __________________________ Date:___________________________
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