Memorandum of Understanding Joint-Venture Agreement Between FEMATA.com and ipowerUpSoftware, LLC SUB-LICENSE AND DISTRIBUTION AGREEMENT
Ref:
Development Team Leader Caijun
Sun Per/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
Memorandum
of Understanding
Joint-Venture
Agreement
Between
▇▇▇▇▇▇.▇▇▇ and ipowerUpSoftware, LLC
THIS SUB-LICENSE
AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into
effective as of the 30 th day of APRIL, 2007 (the “Effective Date”) by and
between ▇▇▇▇▇▇.▇▇▇ a Tanzanian company (“▇▇▇▇▇▇.▇▇▇”) and ipowerUpSoftware, LLC,
a Florida limited liability company (“ipowerUpSoftware, LLC”). And any and all
addendum hereby attached.
RECITALS
WHEREAS,
▇▇▇▇▇▇.▇▇▇ is in the worldwide business of mining, manufacturing, producing and
distributing natural commodity resources (ie. Gold, Diamonds, Cotton, Timber,
etc.). While promulgating Union
membership, Union products and Union solidarity.
WHEREAS, ipowerUpSoftware,
LLC is in the business of sub-licensing Star Link Investments, Inc's Application
Server Provider (“ASP”) (a hereinafter further defined) concurrent license
software (a hereinafter defined), and has been further authorized by Star Link
Investments, Inc (a hereinafter defined) to customize the Star Link Investments,
Inc software for the benefit of network marketing purposes and ▇▇▇▇▇▇.▇▇▇’s stated
purposes as provided by such rights being conferred herein. ipowerUpSoftware,
LLC shall be supporting Union business network marketing and distribution
services to miners and owners of internet communities and manufacturer’s
products thru multi-level marketing e-commerce and the further
mirror Sub-Licensing (a
hereinafter defined) of Star Link Investments, Inc’s internet interface
technology software for the benefit of distributors of ▇▇▇▇▇▇.▇▇▇
worldwide.
WHEREAS,
▇▇▇▇▇▇.▇▇▇ desires to Sub-License said software from ipowerUpSoftware, LLC
and to have the software
customized, implemented and managed by
ipowerUpSoftware, LLC, which said software will track the activity
of the Network Distributors (as hereinafter defined) enrolling and facilitating
the purchasing of certain mining, manufacturing, producing and distributing
natural commodity resources (ie. Gold, Diamonds, Cotton, Timber, etc.) of
▇▇▇▇▇▇.▇▇▇.
WHEREAS,
Furthermore, ipowerUpSoftware, LLC desires to deploy said
Sub-License ASP software by providing general network marketing
oversight and coordinated internet site development with ▇▇▇▇▇▇.▇▇▇’s
management, and additionally provide back office software interface
services to ▇▇▇▇▇▇.▇▇▇’s office and fulfillment center, as further provided and
under the terms and conditions of this Agreement.
NOW,
THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby conclusively acknowledged, the parties,
intending to be legally bound hereby, expressly agree as follows:
1. Recitals. The
foregoing recitals are true and correct and are hereby incorporated into this
Agreement by this reference as though set forth herein at length.
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2. Definitions. In addition to
the terms defined elsewhere in this Agreement, the following terms have the
meanings indicated herein below, which meanings shall be equally applicable to
both the singular and the plural forms of such terms:
a) Affiliates. The term “Affiliates” shall
mean and refer to a Person, and/or Corporation which is directly or indirectly
owned or controlled by a party hereto, or which owns or controls such party, or
which is in common control with such party. The term “control” shall
mean the possession, directly or indirectly, through the ownership of
securities, by contract, arrangement, understanding, relationship or otherwise,
of the power to direct or cause the direction of management and policies of a
Person and/or Corporation.
b) Agreement. The term “Agreement” shall
mean and refer to this Sub-License and Distribution Agreement, as the same, may
from time to time be modified, amended, replaced, supplemented or extended, and
including any and all exhibits and schedules amendments
hereto.
c) ASP. The term ASP
shall mean and refer to an Application Server Provider (ASP) system to manage internet
commerce thru concurrent sub-licensing interfaces, for the benefit of miners,
vendors, customers, visitors, manufacturers and network marketing participants
and their distributors and to
track e- commerce technology thru proprietary internet source code
licensed to ipowerUpSoftware, LLC (from Star Link Investments, Inc) and hereby
Sub-Licensed to
▇▇▇▇▇▇.▇▇▇ by ipowerUpSoftware, LLC thru its marketing and licensing agreement
with Star Link Investments, Inc, to further Sub-License and Mirror Sub-License
the system to Network Distributors, while promoting, deploying,
and protecting the proprietary heavy logic source code and licensing rights of
Star Link Investments, Inc.
d) Commitment
Period. The term
“Commitment Period” shall mean and refer to the period commencing on the
Effective Date hereof and terminating on the ninety-ninth (99th) year
anniversary of such Effective Date, unless otherwise extended by the mutual
agreement of the Joint-Venture parties.
e) Confidential
Information. The term
“Confidential Information” shall mean and refer to any and all specifications,
samples, procedures, financial statements, technical information, lists of
customers or potential customers or other proprietary business information or
data, whether written or oral, tangible or intangible, that are disclosed,
revealed or learned through or in connection with the business negotiations,
dealings and business affairs contemplated herein between the parties
hereto.
f) Concurrent
Software. The term
“Concurrent Software” shall mean and refer to the Software (as defined
below) where all users/Persons are Sub-Licensed or Mirrored Sub-Licensed
users of such Software, who shall access such Software thru remote access via
the internet. Each user shall access such Concurrent Software at the
ipowerUpSoftware, LLC ASP server using such user’s assigned VPN access code.
Furthermore, each such user,
including the miners, vendors, customers, visitors, manufacture or their
Affiliates accessing the system,
shall be Sub-Licensed after their login to the server and while inside the
server system. Upon exiting (logout) the server system, each such user
simultaneously egress’s the ipowerUpSoftware, LLC sub-licensing interface, and
thereafter shall no longer be considered Sub-Licensed. This system of
Sub-Licensing and Mirror Sub-Licensing allows ipowerUpSoftware,
LLC control of the database source code at all times, and further provides data
and information security to all users and Persons using the system.
g) License. The term “License” shall
mean and refer to the Sub-License and Mirrored Sub-License rights, both of
which are the
extension of the Concurrent Software license rights granted and delegated to
ipowerUpSoftware, LLC by Star Link Investments, Inc, for the purposes of
sub-licensing Star Link Investments, Inc’s technology for the benefit of ▇▇▇▇▇▇.▇▇▇ and its
Affiliates. Furthermore, in connection therewith, all parties hereto agree that
said Concurrent Software is an ASP software and is proprietary protected source code
software which can only be run, accessed and administered by an
ipowerUpSoftware, LLC site administrator on servers approved by
ipowerUpSoftware, LLC.
h) License
Fee. The term “License
Fee” shall mean and refer to the $777,000.00 fee waived by ipowerUpSoftware, LLC
on behave of the Join-Venture Agreement with ▇▇▇▇▇▇.▇▇▇ in consideration for
fifty percent (50%) of the net profits produced by all revenue sources generated
by the internet sites and/or personal private placement of Loans,
Joint-Ventures, vendors, or equipment leases. Thus allowing ipowerUpSoftware,
LLC to customize the Concurrent Software as further provided in Section 6 herein
below.
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i) Internet
Site. The term
“Internet Site” shall mean and refer to the site owned by the Joint-Venture
between ipowerUpSoftware, LLC and ▇▇▇▇▇▇.▇▇▇. Where-in members will
be directed to purchase, enroll, and access the applicable information regarding
the Network and the Products being sold and distributed thereby.
j) Sub-License. The
term “Sub-License” shall mean and refer to the type of license that has been
granted to the Network Distributors, ▇▇▇▇▇▇.▇▇▇ and its Affiliates thru the
extension of the Concurrent Software sub-licensing rights conferred to
▇▇▇▇▇▇.▇▇▇ and ipowerUpSoftware, LLC under the rights received from and
conferred by Star Link Investments, Inc, for the benefit of both parties and the multi-tiered
distribution system of Mirrored Sub-Licensed
users.
k) Star Link
Investments, Inc.
The term “Star Link Investments, Inc” shall mean and refer to Star Link
Investments, Inc., a Florida corporation, which is authorized to transact
business in the State of Florida, in which the Board of Directors have
authorized the President of the said corporation to accept this Joint-Venture
Agreement.
l) ipowerUpSoftware,
LLC.
The term “ipowerUpSoftware, LLC” shall mean and refer to
ipowerUpSoftware, LLC , a Florida limited liability company, licensed and
empowered to deploy the ASP software, at arms -length, on
behalf of ipowerUpSoftware, Inc; furthermore to setup and deploy concurrent
Sub-Licenses and Mirrored Sub-Licenses
for the benefit of internet site/s. Additionally, the parties hereby acknowledge
and agree that ipowerUpSoftware, LLC shall hereinafter be recognized
and deemed as the Concurrent Software license fulfillment provider to the
Joint-Venture and as such shall designate the name and be known as
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ on the ▇▇▇▇▇▇.▇▇▇ membership site.
m) Manufacturer. The term “Manufacturer”
shall mean and refer to ▇▇▇▇▇▇.▇▇▇ and ipowerUpSoftware, LLC, and any and all
Affiliates and/or vendors of said internet site/s.
n) Mirrored
Sub-License. The term
“Mirrored Sub-License” shall mean and refer to all users and/or Network Union
Distributors who are independent miners and distributors of ▇▇▇▇▇▇.▇▇▇ and/or
members of its site. ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ has a Sub-License which it
mirrors to all members of the site, which members shall thereafter have a
Mirrored Sub-License to access such content and information as may be necessary
to carry on their business.
o) Network. The term “Network” shall
mean and refer to the association of owners (sub-licensee), Network Union
Distributors (mirrored
sub-licensee’s), Banking Systems with debit card fulfillment providers, users,
mining, vendors, visitors, online internet-auction site/s,
distribution centers. Coded access levels for personal banking, code
entry systems to increase SSL Security. Some users, venders or others, may be
required to pay for extended service, and other parties may or may
not be required to pay, the
applicable Subscription Fee to access the server system and use concurrent
Sub-Licenses or
Mirrored Sub-Licenses provided by
ipowerUpSoftware, LLC to ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for use
at the ▇▇▇▇▇▇.▇▇▇ site may be waved buy ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for the benefit of all
parties for a percent of the gross sale of the vendor’s or miners profit; thus
allowing such parties to market and sell any of the Mining products that shall
be made available for sale or distribution by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, the commercial
Joint-Venture partnership.
p) Network
Distributors. The term “Network Distributors” shall mean and
refer to any and all distributors (miners, vendors, customers) who have an
active account and Virtual Private Network (VPN) access code to their internet
personal site, including all legal activities with both active (in good
standing) and unpaid (pending) or unpaid order (customer), guest (random
potential customers who have no access code) users and other parties that become
members of such internet site network thru related
links and other third parties.
q) Person. The
term “Person” shall mean and refer to any individual, partnership,
Joint-Venture, proprietorship, corporation, Limited Liability Company,
unincorporated association, Trust, estate or any other type of legal
entity.
r) FEMATA. The term “FEMATA”
shall mean and refer to ▇▇▇▇▇▇.▇▇▇, the Management and Union Distributors and
where applicable ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and any Affiliates of such
company/s,
s) Products. The term “Products” shall
mean and refer to any and all products and or services, including but not
limited to: community networking, e-commerce auctions, mining equipment,
nutritional and health supplements, all things, manufactured, developed and/or
distributed by the Manufacturer at any time during the Commitment Period.
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t) Software. The term “Software” shall
mean and refer to that certain business community network marketing and
distribution management software customized and supported by
ipowerUpSoftware, LLC’s site administrators specifically for network e-commerce, and
the formation of new Joint-Venture mining or marketing companies, as more
particularly described in Section 3 herein below.
u) Software
Provider. The
term “Software Provider” shall mean and refer to ipowerUpSoftware, LLC, which
both parties hereto hereby acknowledge and agree, is the entity that is the sole
provider of the Sub-License Internet Software to ▇▇▇▇▇▇.▇▇▇, and the Mirrored
Sub-License’s granted to the Network Distributors with-in the ▇▇▇▇▇▇.▇▇▇
community, including ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. All licensing rights to the ASP
Concurrent Software system are owned buy Star Link Investments, Inc and are
granted thru its agreement/s with ipowerUpSoftware, Inc, its holding subsidiary,
who in turn licenses it through limited liability agreements with
ipowerUpSoftware, LLC, which in turn licenses it to other customers, such as
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. This structure of licensing protects both parties against
legal challenges on an International scale.
v) Sub-License. The
term “Sub-License” shall mean and refer to the sub-licensing rights
granted to ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ by ipowerUpSoftware, LLC, under the authority and
rights granted to ipowerUpSoftware, LLC by ipowerUpSoftware, Inc for the benefit of
▇▇▇▇▇▇.▇▇▇ and its Joint-Venture multi-tiered system of Network Mining
Distributors with ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
w) Technologies
and Developments.
The term “Technologies and Developments” shall mean and refer to any and all
patents, trade secrets, technologies, systems, processes, procedures, research,
products and developments that a party now has, ever has had or may develop,
invent or acquire during the Commitment Period, which pertain to, deal with or
relate in any way to any product or service of such party, or otherwise in
connection such party’s business and/or operations.
x) Trademarks. The term
“Trademarks” shall mean and refer to any and all trademarks, trade names,
service marks, copyrights, labels, logos, designs and any other marks owned by a
party as of the Effective Date or at any time thereafter, which relate to or are
used in connection with the sale, lease, service, production, distribution,
promotion, advertising or marketing of any product or service of such party, or
otherwise in connection such party’s business and/or
operations.
3. Customization
of Software. ipowerUpSoftware, LLC, hereby agrees to
customize, program, configure, install and integrate the Concurrent Software
sub-licensing software for ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ the Joint-venture arm of ▇▇▇▇▇▇.▇▇▇,
to specifically, effectively and efficiently function and operate as a online internet
marketing and distribution management program, to the reasonable satisfaction of
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively and including the definition provided in Section
2(r) above, hereinafter referred to as the “Software”), such that the Software
shall provide the Joint-Venture with, among other things, the ability to (a)
setup and manage any and all Network Distributors and (b) calculate, track and
reconcile the accounts, sales, receipts, referrals, membership recruitment and
commissions and, if any, company stock equity warrants. As part of the
integration of such a system, ipowerUpSoftware, LLC shall provide and be
responsible for the back-end servers, computers, hardware and any other systems
(collectively, the “ipowerUpSoftware, LLC Internet Software License Systems)
that are reasonably necessary to run and operate the Software program.
Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall provide and be responsible
for any and all servers, computers, hardware and any other systems that may be
reasonably necessary to be able to use the Software from remote locations and
have a backup at a location in Broward County, Florida, under the control and
direction of ipowerUpSoftware, LLC.
4. Sub-License
and Network Sub-License of Software. Upon deploying the system
to the Joint-Venture ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ipowerUpSoftware, LLC shall and does
hereby expressly and conclusively agree to Sub- License, authorize and grant to
said Joint-Venture the right to sublicense the software.
5. Training,
Technical Service and Updates. ipowerUpSoftware, LLC hereby
further agrees to train, instruct and assist the personnel and employees of
▇▇▇▇▇▇.▇▇▇ with the initial use, application and integration of the system, as
may be reasonably requested by ▇▇▇▇▇▇.▇▇▇ from time to time, to allow
▇▇▇▇▇▇.▇▇▇ to effectively use and access the back office Concurrent Software
system and subsequently assist Network Distributors with online help therewith.
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6. License
Fee. In
consideration of the deployment and customization of the Concurrent Software and
of the granting of the Sub-License thereto, ipowerUpSoftware, LLC hereby agrees
to waive for ▇▇▇▇▇▇.▇▇▇ said licensing fees (see section 2.h) in exchange for
consideration of fifty percent
(50%) of the net profits produced by all revenue sources generated by the
internet site/s.
7. Membership
Fees, Renewal Fees and Subscription Fees. Each Person
desiring to become a member of the Network, and thereby a Network Distributor,
shall be required to pay to ▇▇▇▇▇▇.▇▇▇ the appropriate membership fee (the
“Membership Fee”) as set by ▇▇▇▇▇▇.▇▇▇ and its partner ipowerUpSoftware,
LLC at its sole and
absolute discretion. Upon paying such Membership Fee, that Person
shall be an active Network Distributor for a period of one (1) year from the
date thereof. After such initial year, and at each yearly anniversary
thereof, a Network Distributor shall be required to pay to the Joint-Venture the
appropriate renewal fee (the “Renewal Fee”) as set by the Joint-Venture, at its
sole and absolute discretion, to maintain its active status, such that each
Network Mining/Vendor Distributor must renew its membership in the Network on an
annual basis and pay the Renewal Fee in connection therewith in order to
continue to sell and distribute the Products and retain the right to access the
Software.
8. Further
Considerations. Expressly in reliance of and as further
consideration of the mutual promises and obligations agreed to herein by the
parties, ipowerUpSoftware, LLC and the principals of ipowerUpSoftware,
Inc, (or otherwise in control thereof), hereby acknowledge
and agree that it is the underlying intent of the principal owners to reward
Union members who contribute to the development of the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
membership with opportunities to own equity/stock in and profit from
hard work within the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Internet Community. Said equity is a
performance bonus and is available solely at the option of ipowerUpSoftware, Inc
owners.
9. Buy-Out
Payment Agreement. The parties further acknowledge and
agree that if ▇▇▇▇▇▇.▇▇▇ is sold or
ipowerUpSoftware, LLC is sold, to any third party during the Commitment Period,
then either party shall have a first right of refusal in the event of any
sale.
10. Network
Position Placement. The parties hereto hereby expressly
acknowledge and agree that the Network shall be structured by way of a
multi-tiered hierarchy consisting of various principals of the parties hereto
and/or Network Distributors being positioned within such hierarchy on a selected
entry basis, mutually agreed to by the parties hereto.
11. Proprietary
Rights. The parties hereto hereby expressly acknowledge
and agree that each party shall not have any ownership interests with respect to
any of the copyrights, Technologies and Developments or to any of the
Trademarks, or any part thereof, owned by or belonging to the other
party. Furthermore, each party (and any shareholders, directors,
managers, agents, representatives and employees thereof) shall zealously guard
and protect, for the benefit of the other party, any and all of the copyrights,
Technologies and Developments and Trademarks, or any part thereof, owned by or
belonging to the other party.
a) Notification. Each
party hereto (for purposes of this paragraph, each a “Notifying Party”) shall
immediately bring to the attention of the other party (for purposes of this
paragraph, the “Owner”) all acts of unfair competition, infringements or any
other improper or wrongful use of any of the Technologies and, Copyrights,
Developments and the Trademarks, or any part thereof, owned by or belonging to
the Owner, that may at any time become known or brought to the attention of such
Notifying Party.
b) Indemnification. In
addition to the representations and indemnities otherwise set forth herein, each
party (for purposes of this paragraph, each an “Indemnifying Party”) hereby
represents and warrants to the other party (for purposes of this paragraph, the
“Indemnified Party”) that the Indemnifying Party is the provider of the
services, and customization of the systems, Technologies and Developments and
Trademarks claimed, represented, asserted or otherwise reasonably inferred to be
controlled by the Indemnifying Party, and that none of such the services,
systems, Customized Technologies and developments or of the Trademarks infringe
upon or violate any patent, copyright, trade secret, trademark or proprietary
information of any third party. The Indemnifying Party expressly
indemnifies, saves and holds the Indemnified Party free and harmless from
any and all such claims or actions arising from any breach or default
of the foregoing representation.
12. Duration. The
Commitment Period shall remain valid and in effect for an initial period of
ninety-nine (99) years, unless sooner terminated as provided herein
below. Furthermore, the Commitment Period may be renewed at any time
and from time to time upon the mutual written consent of ipowerUpSoftware, LLC
and ▇▇▇▇▇▇.▇▇▇. This Agreement shall remain valid and in effect until
terminated as specifically provided herein below.
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13.
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Termination.
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a) By ipowerUpSoftware,
LLC: ipowerUpSoftware, LLC may elect to terminate this Agreement and the
rights granted to ▇▇▇▇▇▇.▇▇▇ hereunder prior to the expiration of the Commitment
Period by providing written notice thereof to ▇▇▇▇▇▇.▇▇▇ upon the occurrence of
any one (1) of the following conditions:
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I.
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If
▇▇▇▇▇▇.▇▇▇ et. al. shall be declared insolvent or bankrupt; if a petition
is filed in a court of competent jurisdiction that declares ▇▇▇▇▇▇.▇▇▇
bankrupt or institutes a reorganization of ▇▇▇▇▇▇.▇▇▇ et. al. under
bankruptcy law or any similar law and such petition is not dismissed
within ninety (90) days; or if a trustee in bankruptcy or a receiver or
similar entity is appointed for ▇▇▇▇▇▇.▇▇▇ et.
al;
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ii.
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if
there occurs a majority change of ownership in ▇▇▇▇▇▇.▇▇▇
or;
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iii.
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if
▇▇▇▇▇▇.▇▇▇ otherwise materially breaches this Agreement, and such breach
is not cured within thirty (30) days after written notice of such breach
is given to ▇▇▇▇▇▇.▇▇▇.
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b) By ▇▇▇▇▇▇.▇▇▇:
▇▇▇▇▇▇.▇▇▇ may elect to terminate this Agreement and the rights granted to it by
ipowerUpSoftware, LLC hereunder prior to the expiration of the Commitment Period
by providing written notice thereof to ipowerUpSoftware, LLC upon the occurrence
of any one (1) of the following conditions:
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i.
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if
ipowerUpSoftware, LLC shall be declared insolvent or bankrupt; if a
petition is filed in a court of competent jurisdiction that declares
ipowerUpSoftware, LLC bankrupt or institutes a reorganization of
ipowerUpSoftware, LLC under bankruptcy law or any similar law and such
petition is not dismissed within ninety (90) days; or if a trustee in
bankruptcy or a receiver or similar entity is appointed for
ipowerUpSoftware, LLC;
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ii.
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if
there occurs a majority change of ownership in ipowerUpSoftware, LLC.
Or
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iii.
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if
ipowerUpSoftware, LLC otherwise materially breaches this Agreement, and
such breach is not cured within thirty (30) days after written notice of
such breach is given to ipowerUpSoftware,
LLC.
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c) By Mutual
Agreement. Additionally, this Agreement may be terminated at
any time by the mutual written agreement of ipowerUpSoftware, LLC and ▇▇▇▇▇▇.▇▇▇
wherein both are electing to terminate this Agreement.
d) Survival of Representations
and Indemnifications. In addition to the survival of
certain Sections of this Agreement as specifically provided herein, any and all
indemnifications, covenants, representations and warranties made by any of the
parties to this Agreement shall expressly and conclusively survive the
expiration of the Commitment Period and any termination of this
Agreement.
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14.
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Representations
and Warranties.
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a)
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By ipowerUpSoftware,
LLC:
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i.
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ipowerUpSoftware,
LLC is a legal limited liability company duly organized, validly existing,
and in good standing under the laws of Florida whose Managing Director is
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
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ii.
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ipowerUpSoftware,
LLC has all necessary and requisite power and full authority from any and
all applicable legal and/or governmental authorities to enter into and
perform its obligations under this Agreement. This Agreement constitutes
the legal, valid and binding obligation of ipowerUpSoftware, LLC,
enforceable against ipowerUpSoftware, LLC in accordance with the terms
herein.
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iii.
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The
execution and delivery of this Agreement by ipowerUpSoftware, LLC and the
performance of all obligations of ipowerUpSoftware, LLC hereunder have
been duly authorized and approved by the appropriate owners, shareholders,
directors, managers, officers and/or executives of ipowerUpSoftware,
LLC.
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iv.
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The
execution, delivery or performance of this Agreement by ipowerUpSoftware,
LLC does not conflict with any provision of the articles of incorporation,
bylaws, shareholders agreement, regulations, operating agreement and/or
any other corporate agreement of or pertaining to ipowerUpSoftware, LLC;
violate any order, writ, injunction or decree of any court, administrative
agency or governmental body; or constitute a default under any contract,
mortgage, lease or any other agreement, regulation, law or code to which
ipowerUpSoftware, LLC is a party or by which ipowerUpSoftware, LLC
business may be bound.
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v.
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ipowerUpSoftware,
LLC is the distributor of, and has all necessary right, authority and
power to grant a Sub-License of the Concurrent Software to ▇▇▇▇▇▇.▇▇▇, and
to confer on ▇▇▇▇▇▇.▇▇▇ the necessary rights to grant Mirrored
Sub-Licenses of the Concurrent Software to Network Distributors and others
within the Network, all as set forth in this
Agreement. Furthermore, ipowerUpSoftware, LLC has all necessary
rights, authority and power to setup and manage the “▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇”
Concurrent Software Joint-Venture and to grant a Sub-License thereof in
and to any entity so designated by its managing director, including to
▇▇▇▇▇▇.▇▇▇ as provided herein. The sub-licensing interface technologies
and services and the Trademarks of ipowerUpSoftware, LLC and/or Star Link
Investments, Inc are claimed, represented, asserted or reasonably inferred
by ipowerUpSoftware, LLC, which has the right and authority to grant
concurrent Sub-Licenses to use such Trademarks, and has not knowingly
restricted or affected the rights granted to ▇▇▇▇▇▇.▇▇▇
hereunder.
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vi.
|
ipowerUpSoftware,
LLC has, to the best of its knowledge, complied in all material respects
with all laws, regulations and orders applicable to ipowerUpSoftware,
LLC’s business, its sub-licensing interface technologies and services, the
Concurrent Software and its Trademarks, and has, to the best of its
knowledge, all required authorizations, licenses, sub-licenses,
certifications and permits relating thereto. ipowerUpSoftware, LLC has not
received and has no knowledge of any notice(s) of violations of any of the
foregoing.
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vii.
|
There
is not pending or, to the best of ipowerUpSoftware, LLC’s knowledge, a
threatened civil suit, action, arbitration or legal proceeding, or
governmental investigation, against or affecting ipowerUpSoftware, LLC,
ipowerUpSoftware, LLC’s business, its sub-licensing interface
technologies, the Concurrent Software or its Trademarks and/or parent
companies.
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viii.
|
ipowerUpSoftware,
LLC is not authorized to and shall not act in the name of ▇▇▇▇▇▇.▇▇▇ or
Star Link Investments, Inc without proper
authorization.
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ix.
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ipowerUpSoftware,
LLC shall have no power to bind ▇▇▇▇▇▇.▇▇▇ in any
way.
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x.
|
At
no time shall any employee of ipowerUpSoftware, LLC be deemed to be an
employee of ▇▇▇▇▇▇.▇▇▇, nor shall ▇▇▇▇▇▇.▇▇▇ be accountable for any and
all acts of such employees in any
way.
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xi.
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ipowerUpSoftware,
LLC shall promptly notify ▇▇▇▇▇▇.▇▇▇ of any changes in its management
and/or majority ownership.
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xii.
|
ipowerUpSoftware,
LLC shall indemnify and hold harmless Star Link Investments, Inc, a
Florida corporation, for any and all actions arising out of the
Agreement.
|
-7-
b) Star Link Investments, Inc’s licensed
said interface technologies has been licensed to ipowerUpSoftware,
Inc who in turn has empowered and sub-licensed said ASP software to
ipowerUpSoftware, LLC, thru sub-licenses, which formed a Joint-Venture with
▇▇▇▇▇▇.▇▇▇ et. al., known as ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, for the purposes of this
Agreement, the sub-licensing interface technologies provider is
ipowerUpSoftware, LLC, and ipowerUpSoftware, LLC has the necessary licensing
authority from ipowerUpSoftware, Inc, with the entire right to
Sub-License and deploy the Concurrent Software and has the authority to grant
Sub-Licenses and Mirrored Sub-Licenses to use the “▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
site”. To its knowledge, ipowerUpSoftware, LLC and its affiliates have all
complied in all material respects with all laws, regulations and orders
applicable to each such party’s respective business and the sub-licensing
interface technologies granted to ipowerUpSoftware, LLC by ,
ipowerUpSoftware, Inc as provided hereunder, and to the best of its knowledge,
has all required authorizations, licenses, certifications and permits relating
thereto. Star Link Investments, Inc has not received and has no
knowledge of any notice(s) of violations of any of the foregoing.
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c)
|
By
FEMATA:
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i.
|
▇▇▇▇▇▇.▇▇▇
is a legal company duly organized, validly existing, and in good standing
under the laws of Tanzania.
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ii.
|
▇▇▇▇▇▇.▇▇▇
has all necessary and requisite power and full authority from any and all
applicable legal and/or governmental authorities to enter into and perform
its obligations under this Agreement. This Agreement constitutes the
legal, valid and binding obligation of ▇▇▇▇▇▇.▇▇▇, enforceable against
▇▇▇▇▇▇.▇▇▇ in accordance with the Arbitration Terms
herein.
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iii.
|
The
execution and delivery of this Agreement by ▇▇▇▇▇▇.▇▇▇ and the performance
of all obligations of ▇▇▇▇▇▇.▇▇▇ hereunder have been duly authorized and
approved by the appropriate members, managers, officers and/or executives
of ▇▇▇▇▇▇.▇▇▇. If requested by ipowerUpSoftware, LLC, ▇▇▇▇▇▇.▇▇▇ hereby
agrees to deliver to ipowerUpSoftware, LLC within one (10) days of the
Effective Date a duly executed incumbency certificate and a certified copy
of the appropriate corporate resolutions of ▇▇▇▇▇▇.▇▇▇ authorizing
▇▇▇▇▇▇.▇▇▇ to consummate the transactions contemplated
hereunder.
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iv.
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The
execution, delivery or performance of this Agreement by ▇▇▇▇▇▇.▇▇▇ shall
not conflict with any provision of the articles of organization,
regulations, operating agreement and/or any other corporate agreement of
or pertaining to ▇▇▇▇▇▇.▇▇▇; violate any order, writ, injunction or decree
of any court, administrative agency or governmental body; or constitute a
default under any contract, mortgage, lease or any other agreement,
regulation, law or code to which ▇▇▇▇▇▇.▇▇▇ is a party or by which
▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇.▇▇▇’s business may be
bound.
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v.
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▇▇▇▇▇▇.▇▇▇
is the owner of the entire right, title, and interest in and to the
Developments and the Trademarks that are claimed, represented, asserted or
reasonably inferred to be owned by ▇▇▇▇▇▇.▇▇▇ and has the sole right and
authority to grant licenses or any right to use the FEMATA (aka
▇▇▇▇▇▇.▇▇▇) name and/or such Developments and the Trademarks; and has not
knowingly granted licenses or any other rights to the name that would
conflict with and/or the Developments or to the Trademarks to any other
Person that would restrict or affect the rights granted to
ipowerUpSoftware, LLC hereunder.
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vi.
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▇▇▇▇▇▇.▇▇▇
has, to the best of its knowledge, complied in all material respects with
all laws, regulations and orders applicable to ▇▇▇▇▇▇.▇▇▇’s business, its
Union Activities and Developments and its Trademarks, and has, to the best
of its knowledge, all required authorizations, licenses, certifications
and permits relating thereto. ▇▇▇▇▇▇.▇▇▇ has not received and has no
knowledge of any notice(s) of violations of any of the
foregoing.
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vii.
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There
is no pending, or to the best of ▇▇▇▇▇▇.▇▇▇’s knowledge, threatened suit,
action, arbitration or legal proceeding, or governmental investigation,
against or affecting ▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇’s business, its Union
Activities and Developments or its
Trademarks.
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viii.
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▇▇▇▇▇▇.▇▇▇
is not authorized to and shall not act in the name of ipowerUpSoftware,
LLC. Or on behalf of Star Link Investments,
Inc.
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ix.
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▇▇▇▇▇▇.▇▇▇
shall have no power to bind ipowerUpSoftware, LLC or Star Link
Investments, Inc. in any way.
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x.
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At
no time shall any employee of ▇▇▇▇▇▇.▇▇▇ be deemed to be an employee of
ipowerUpSoftware, LLC, nor shall ipowerUpSoftware, LLC be accountable for
any ▇▇▇▇▇▇.▇▇▇ employees in any
way.
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-8-
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xi.
|
▇▇▇▇▇▇.▇▇▇
shall promptly notify ipowerUpSoftware, LLC of any changes in its
management and/or majority
ownership.
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xii.
|
▇▇▇▇▇▇.▇▇▇ shall indemnify and
hold harmless Star Link Investments, Inc, a Florida corporation, its
agents, stockholders, directors, employees, consultants, representatives
or officers, for any and all actions arising out of this Agreement from
the beginning of time to the end of
time.
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c)
|
Survival of
Representations and Warranties. In addition to the
survival of certain Sections of this Agreement as specifically provided
herein, any and all indemnifications, covenants, representations and
warranties made by any of the parties to this Agreement shall expressly
and conclusively survive the expiration of the Commitment Period and any
termination of this Agreement.
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15.
|
Covenants. Each
of the parties hereto, hereby expressly and conclusively agrees not to
make any representations or warranties whatsoever on behalf of any other
party without their express written consent in connection with or relating
to (i) the sub-licensing of the interface technologies; (ii) the Products
and/or Mines; (iii) the Technologies and Developments of the other party;
(iv) the Trademarks of the other party; (v) any other product or service
to be provided by the other party; (vi) the management or operation of the
business of the other party; or (vii) any other representation or warranty
pertaining to this Agreement.
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16.
|
Mutual
Indemnifications. Each of the parties hereto (for
purposes of this paragraph, each an “Indemnification grantor”) hereby
expressly, conclusively and irrevocably agrees to defend, indemnify, save
and hold the other party, its agents, representatives, owners, directors,
officers, executives and employees (collectively, the “Indemnified
Parties”) free and harmless from and against any demand, claim, injury,
loss, liability or expense, including attorneys’ fees (at all tribunal
levels, and whether suit be brought or not), arising out of or in
connection with or relating to (i) Indemnification grantor’s performance
of the terms and conditions of this Agreement; (ii) the sub-licensing
interface technologies; (iii) the Products; (iv) the Technologies and
Developments of the Indemnification grantor; (v) the Trademarks of the
Indemnification grantor; (v) the management, operation and/or business of
the Indemnification grantor; (vi) any misrepresentation made or asserted
by the Indemnification grantor relating to this Agreement; or (vii) any
other wrongful or grossly negligent act committed by the Indemnification
grantor.
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17.
|
Confidential
Information. Each of the parties hereto hereby make the
following additional representations and warranties to each other party
concerning any Confidential Information disclosed in connection with the
business finances, operations or affairs of each respective party, the
overall layout system, the Concurrent Software, the Software, the Products
or otherwise relating in any way to this
Agreement:
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a)
|
Any
and all Confidential Information shall remain the sole and exclusive
property of the owner of such Confidential
Information.
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b)
|
Each
party to this Agreement receiving any Confidential Information of, from or
concerning the other party agrees to hold all such Confidential
Information in strict confidence and shall not disclose any such
Confidential Information to any third party without the express and prior
written consent of the owner of such Confidential
Information. Notwithstanding the foregoing, either party may
disclose specific Confidential Information if compelled by a judicial or
other governmental order and only then in strict accordance therewith,
provided that reasonable written notice is given to the owner of the
Confidential Information being disclosed prior to any such disclosure and
such disclosing party shall comply with any applicable protective order or
equivalent pertaining thereto.
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c)
|
Each
party hereto shall take all reasonable security precautions, at least as
great as the precautions each takes to protect its own confidential
information, to keep confidential the Confidential Information which, in
the course of managing and operating its business, carrying-out the terms
and conditions of this Agreement and/or providing the products and
services as contemplated herein, is disclosed to any owner, director,
officer, executive, employee, agent or representative of the such
party. Any such Confidential Information that is to be
disclosed to any such owner, director, officer, executive, employee, agent
or representative shall be strictly disclosed on a “need-to-know” basis
only. When applicable and/or appropriate, the disclosing party
shall execute fully binding written agreements with such owner, director,
officer, executive, employee, agent or representative sufficient to enable
the disclosing party to comply with all of the provisions of this
Agreement.
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d)
|
Confidential
Information may be disclosed, reproduced, summarized or distributed only
if such action is authorized by the owner of such Confidential Information
and done in pursuance of the business relationship and affairs
contemplated hereby among the parties hereto. Each party hereto agrees to
segregate all such Confidential Information from its own confidential
information and that of others in order to prevent
commingling.
|
-9-
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e)
|
Upon
the expiration or termination of this Agreement, all Confidential
Information, including any copies, duplicates, variations or other
versions thereof, in the possession of either party shall be immediately
and forthwith returned to the owner of such Confidential
Information.
|
18. Independent
Parties. ipowerUpSoftware, LLC and ▇▇▇▇▇▇.▇▇▇ shall each have
complete management and control of their own respective business and the nature,
extent and methods of conducting the same, except as provided herein. Neither
ipowerUpSoftware, LLC or ▇▇▇▇▇▇.▇▇▇ shall hold itself out nor permit any of its
executives, officers, employees, agents or representatives, to hold themselves
out as an executive, officer, employee, agent or representative of the other
party and shall have no right and shall not attempt to enter into any contracts
or commitments in the name of or on behalf of the other party in any respect
whatsoever. It is expressly and conclusively agreed that at all times
in connection with this Agreement, ipowerUpSoftware, LLC and ▇▇▇▇▇▇.▇▇▇ shall be
acting as and deemed independent entities, contractors and parties.
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19.
|
General.
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|
a)
|
Attorneys’
Fees. If there is any action (legal or equitable, as applicable) or
proceeding between any of the parties hereto arising from or based on this
Agreement, it shall be arbitrated in accordance with the recitals herein
and that each party shall pay their own legal
fees.
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b)
|
Notices. All
notices, elections and other communications under this Agreement shall be
properly given only if made in writing and delivered to the address set
forth below for the respective party: (i) by certified registered return
receipt U.S. mail, (ii) by a major overnight courier service such as
“FedEx” or (iii) by hand delivery. Notices, elections and other
communications shall be sent to the
following:
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Mgr. Dir.
ipowerUpSoftware,
LLC.
▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, # ▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Ph.
▇▇▇-▇▇▇-▇▇▇▇
H. S
Limo, Chairman
Federation
of Miners Associations of Tanzania (FEMATA)
P. O. Box
1303
Dar es
Salaam
Tanzania,
Africa
:or at
such different address as such party may designate by written notice as provided
herein. Such notices, elections and other communications shall be effective upon
the earlier of receipt or the date that delivery is first refused.
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c)
|
Governing Law and
Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, United
States of America, without reference to its conflicts of laws
provisions. The parties expressly consent to extraterritorial
service of process and that venue is proper in Broward County,
Florida.
|
-10-
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d)
|
Disputes. In
the event of any disputes arising out of or in connection with the terms
and conditions of this Agreement, the prevailing party shall be entitled
to receive its costs including all legal fees through all arbitration,
trial and appellate levels. Notwithstanding the foregoing,
it is understood and
agreed by the parties hereto that all disputes arising out of or in
connection with this Agreement shall be submitted to binding arbitration
for resolution. If the parties are unable to agree on
the selection of the arbitrator(s), then ipowerUpSoftware, LLC shall
select one (1) arbitrator and ▇▇▇▇▇▇.▇▇▇ shall select one (1) other
arbitrator, which selections shall take place no later than fifteen (15)
days after a claim of arbitration is filed by any party with the American
Arbitration Association, Miami Office (the “Filing Date”) and the two (2)
selected arbitrators shall mutually agree on the selection of a third
arbitrator within thirty (30) days after the Filing Date. If
the two (2) selected arbitrators fail to agree on the selection of a third
arbitrator within such period of time, then the director or other
appointed representative of the American Arbitration Association, Miami
Office, shall select the third arbitrator. The ruling of a majority of the
selected arbitrator(s) (hereinafter collectively referred to as the
“Arbitrator”) shall prevail and be deemed conclusive in and as to any
dispute arising out of or in connection with this
Agreement. Any decision of the Arbitrator shall be final and
binding upon the parties hereto and enforceable in any court of competent
jurisdiction.
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e)
|
Arbitration
Provisions. The following provisions shall otherwise
apply to all arbitration proceedings initiated hereunder (a
“Claim”):
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i.
|
Notice of
Claim. A party asserting a Claim (the “Claimant”) shall
deliver written notice to each party against whom the Claim is asserted
(collectively, the “Opposing Party”), with a copy to any other parties
required to receive copies of such notices as set forth under this
Agreement (the “Additional Notice Parties”), specifying the nature of the
Claim and requesting a meeting to resolve same. The Additional
Notice Parties shall be given reasonable notice of and invited to and
permitted to attend any such meeting. If no resolution is
reached within ten (10) business days after delivery of such notice, the
Claimant or the Opposing Party may, within forty-five (45) days after
giving such notice, invoke the arbitration procedure provided herein by
delivering to each Opposing Party and the Additional Notice Parties a
Notice of Arbitration, which shall specify the Claim as to which
arbitration is sought, the nature of the Claim, the basis for the Claim,
and the nature and amount of any damages or other compensation or relief
sought. Each party agrees that no punitive damages may be
sought or recovered in any arbitration, judicial proceeding or
otherwise. Failure to file a Notice of Arbitration within such
forty-five (45) days shall constitute a waiver of any right to relief for
the matters asserted in the notice of claim. Any Claim shall be
forever barred, and no relief may be thereafter sought, if written notice
of such Claim is not made as provided above within one (1) year of the
date such Claim accrues.
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ii.
|
Documents. Within
thirty (30) days after the receipt of service in connection with a Notice
of Arbitration, each party shall afford the other, or its counsel, with
reasonable access to documents relating directly to the issues raised in
the Notice of Arbitration. All documents produced and all
copies thereof shall be maintained as strictly confidential, shall be used
for no purpose other than the arbitration hereunder, and shall be returned
to the producing party upon completion of the
arbitration. There shall be no other discovery except that, if
a reasonable need is shown, limited depositions may be allowed in the
discretion of the Arbitrator, it being the expressed intention and
agreement of each party to have the arbitration proceedings conducted and
resolved as expeditiously, economically and fairly as reasonably
practicable, and with the maximum degree of
confidentiality.
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iii.
|
Notice in connection with
Arbitration. All written communications regarding the
proceeding sent to the Arbitrator shall be sent simultaneously to each
party or its counsel, with a copy to the Additional Notice
Parties. Oral communications between any of the parties or
their counsel and the Arbitrator shall be conducted only when all parties
or their counsel are present and participating in the
conversation.
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iv.
|
Filings. Within
twenty (20) days after the selection of the Arbitrator, the Claimant shall
submit to the Arbitrator a copy of the Notice of Arbitration, along with a
supporting memorandum and any exhibits or other documents supporting the
Claim. Within twenty (20) days after receipt of the Claimant’s
submission, the Opposing Party shall submit to the Arbitrator a memorandum
supporting its position and any exhibits or other supporting
documents. If the Opposing Party fails to respond to any of the
issues raised by the Claimant within twenty (20) days after receipt of the
Claimant’s submission, then the Arbitrator may find for the Claimant on
any such issue and bar any subsequent consideration of the
matter. Within twenty (20) days after receipt of the Opposing
Party’s response, the Claimant may submit to the Arbitrator a reply to the
Opposing Party’s response, or notification that no reply is forthcoming.
Within ten (10) days after the latest submission as provided above, the
Arbitrator shall notify the parties and the Additional Notice Parties of
the date of the hearing on the issues raised by the
Claim. Scheduling of the hearing shall be within the sole
discretion of the Arbitrator, but in no event more than thirty (30) days
after the last submission by the parties, and shall take place at a
mutually agreeable time and location within Miami-Dade County,
Florida. Both parties shall be granted substantially equal time
to present evidence at the hearing. The hearing shall not
exceed one (1) business day, except for good cause shown. Within thirty
(30) days after the conclusion of the hearing, the Arbitrator shall issue
a written decision to be delivered to both parties and the Additional
Notice Parties (the “Final Determination”). The Final
Determination shall address each issue disputed by the parties, state the
Arbitrator’s findings and reasons therefore, and state the nature and
amount of any damages, compensation or other relief
awarded. The award rendered by the Arbitrator shall be final
and non-appealable and judgment may be entered upon it in accordance with
applicable law in any and all such court(s) having jurisdiction
thereof.
|
-11-
|
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v.
|
Costs of Arbitration.
As part of the Final Determination, the Arbitrator shall determine the
allocation of the costs and expenses of the arbitration, including the
Arbitrator’s fee and both parties’ attorneys’ fees and expenses, based
upon the extent to which each party prevailed in the
arbitration. In the event that any relief which is awarded in
non-monetary, then such costs and expenses shall be allocated in any
manner as may be determined by the
Arbitrator.
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vi.
|
Satisfaction of
Award. If any party fails to pay the amount of the
award, if any, assessed against such party within thirty (30) days after
the delivery to such party of the Final Determination, the unpaid amount
shall bear interest from the date of such delivery at the lesser of (i)
the prime lending rate reported by the Wall Street Journal, and (ii) the
maximum rate permitted by applicable law. In addition, such
party shall promptly reimburse the other party for any and all costs or
expenses of any nature or kind whatsoever (including reasonable attorney’s
fees) reasonably incurred in seeking to collect such award or to enforce
any Final Determination.
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vii.
|
Confidentiality of
Proceedings. The parties hereto agree that all of the
arbitration proceedings provided for herein, including any notice of
claim, the Notice of Arbitration, the submissions of the parties, and the
Final Determination issued by the Arbitrator, shall be confidential and
shall not be disclosed at any time to any Person, other than the parties
hereto, their representatives, the Arbitrator and the Additional Notice
Parties; provided that this provision shall not prevent the party
prevailing in the arbitration from submitting the Final Determination to a
court for the purpose of enforcing the award, subject to comparable
confidentiality protections if the court agrees; and provided further that
the foregoing shall not prohibit disclosure to the minimum extent
reasonably necessary to comply with (i) applicable law (or requirement
having the force of law), court order, judgment or decree, including,
without limitation, disclosures which may be required pursuant to
applicable securities laws, and (ii) the terms of contractual arrangements
(such as financing arrangements) to which the Company or any Additional
Notice Party may be subject so long as such contractual arrangements were
not entered into for the primary purpose of permitting disclosure which
would otherwise be prohibited
hereunder.
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f)
|
Effect of Partial
Invalidity. If any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been made a part
hereof.
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g)
|
Drafting. Each
of the parties hereto has jointly cooperated and participated in the
negotiation, drafting and preparation of this Agreement, and each party’s
legal counsel has had equal opportunity to fully review and examine this
Agreement to their satisfaction. Therefore, in the event an
ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no
construction, presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any or all of the
provisions of this Agreement.
|
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h)
|
Assignment.
This Agreement and the rights and obligations created hereunder shall not
be assigned, sub-licensed or otherwise transferred by either party without
the prior written consent of the other
party.
|
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i)
|
Counterparts. This
Agreement may be executed in any number of counterparts, any or all of
which may contain the signatures of less than all of the parties, and all
of which shall be construed together but as a single instrument, and
facsimile counterparts hereof shall be effective for all purposes
hereunder, including, without limitation, the execution
hereof.
|
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j)
|
Entire
Agreement. This Agreement, including any Exhibits,
Schedules or addendum attached hereto, constitutes the entire agreement
between the parties with respect to this subject matter and supersedes all
previous proposals, negotiations, representations, writings, commitments
and other communications, whether oral or written, between the
parties. All understandings and agreements heretofore made
between the parties are merged in this Agreement. There are no
oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution of this Agreement in effect between the parties. No
change, amendment or modification of this Agreement shall be valid unless
the same is in writing and signed by the parties
hereto.
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k)
|
Waiver. The
waiver of any of the provisions of this Agreement by any of the parties
hereto shall constitute a waiver of that provision, on that occasion only,
and shall not, with respect to any other occasion, constitute a future
waiver of such term or provision or a waiver of any other term or
provision of this Agreement.
|
-12-
|
|
l)
|
Survival. All
of the indemnities, representations, warranties and covenants by the
parties contained in this Agreement shall survive the termination of this
Agreement.
|
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m)
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Terms. All
personal pronouns used in this Agreement shall include the other genders
whether used in the masculine or feminine or neuter gender, and the
singular shall include the plural whenever and as often as may be
appropriate.
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n)
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Headings. Section,
paragraph, and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning in
interpretation of this Agreement.
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o)
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Binding
Agreement. The terms, conditions, obligations,
representations and warranties contained in this Agreement shall be
binding upon and shall incur to the benefit of each of the parties hereto,
their heirs, personal representatives or successors and
assigns.
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[Signatures
to follow on next page]
IN WITNESS WHEREOF, each
party hereto has executed this Agreement by a duly authorized representative as
of the date first set forth hereinabove.
ipowerUpSoftware, LLC .
a Florida, Limited Liability
Company
▇▇▇▇▇▇.▇▇▇
Federation
of Miners Associations of Tanzania
▇▇▇▇▇ ▇
▇▇▇▇▇, President
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