Exhibit 10.1
@▇▇▇▇▇▇▇▇▇▇.▇▇▇
[LOGO]
ENTERPRISE FINANCIAL WEBSITE
DEVELOPMENT & SOFTWARE LICENSING
AGREEMENT
This Agreement (the "Agreement") is entered into by and between ▇▇▇▇▇▇▇▇▇▇.▇▇▇
Media, Inc., a British Columbia Corporation with its head office located at
▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ ("Stockgroup") and Asia
Exchange Information Service Pte Ltd., a Singapore Corporation with its head
office located at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("AEIS"), known jointly as
the Parties. In consideration of the mutual covenants and agreements of the
Parties herein contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:
WEBSITE DEVELOPMENT
1. Website Specifications
(i) Stockgroup agrees to develop an enterprise financial web site for AEIS,
which will generally encompass the scope outlined in Schedule A to this
Agreement.
(ii) The enterprise financial web site will be based on computer source code
(the "Code") used by Stockgroup for its ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website and
Stockgroup hereby grants a fully paid-up, exclusive, non-transferable
license (the "License") to AEIS for the use of the Code necessary to
operate web sites in the countries agreed upon as set out in the Schedule D
attached (the "Licensed Countries"), except that this License does not
convey to AEIS any rights to sell the Code to any third party without
Stockgroup's express written permission. The License transfers to AEIS
neither the title nor any proprietary or intellectual property rights to
the Code, or any copyrights, patents or trade marks, embodied or used in
connection therewith, except for the rights expressly granted herein.
Additionally, the exclusivity provisions of the License apply only to
Licensed Countries agreed upon and this Agreement places no restrictions on
the sale of other products or services Stockgroup may offer in the Licensed
Countries. And, for greater clarity, this Agreement does not preclude
Stockgroup from the sale of its news products, website development and/or
maintenance products, Internet marketing services, broadcasts, advertising,
or any other products or services, other than its technology platform which
is licensed hereunder to AEIS, which it may develop and market for sale in
the Licensed Countries. In addition, Stockgroup may offer for sale or
license the "Code" to any party residing outside the Licensed Countries
Provided Always that Stockgroup shall impose conditions to such sale or
license to prevent the Code from being used in direct competition with the
products and services offered by the web sites covering the Licensed
Countries which are started by AEIS or AEIS in collaboration with a third
party.
(iii)The exclusivity provisions of the License shall be lifted for each of the
Licensed Countries unless the Company shall:
(a) on or before 31 March 2001 enter into binding contractual commitments
with separate legal entities for purposes of setting up web sites
dedicated to the delivery of financial information relating to stock
markets in Australia, Malaysia and Hong Kong;
(b) on or before 30 June 2001 enter into binding contractual commitments
with separate legal entities for purposes of setting up web sites
dedicated to the delivery of financial information relating to stock
markets in Taiwan, Japan and China;
(c) on or before 31 December 2001 enter into binding contractual
commitments with separate legal entities for purposes of setting up
web sites dedicated to the delivery of financial information relating
to stock markets in Philippines, Thailand, Indonesia, Korea, India,
Sri Lanka, New Zealand and any other Asian countries not previously
mentioned;
Provided always that the relevant legal entity in the aforesaid countries
must have a minimum issued and paid up share capital (or its equivalent) of
S$2,000,000. Fore the avoidance of doubt, the exclusivity provision shall
only be lifted for that particular Licensed Country which the Company fails
to fulfil its obligations under this Clause 1 (iii). In any event, the
exclusivity provistions of this License shall be lifted on 18 January 2003.
(iv) The enterprise financial web site design and functionality will be path
dependent. AEIS will be responsible to articulate in writing the desired
final functionality and state of the enterprise financial web site (the
"Functional Specifications") clearly prior to the initiation of the
development process. AEIS acknowledges that the choices it makes in the
design process will constrain later development efforts. It is agreed that
AEIS and Stockgroup will reach agreement as to the Functional
Specifications prior to payment of the second installment of the Agreement
and that Stockgroup may charge AEIS for any subsequent material changes to
the Functional Specifications based on the rates set in Clause 3(ii).
2. Site Development Fees
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(i) AEIS will pay Stockgroup [*******](1) to develop the enterprise financial
web site, based on the payment plan agreed to in Schedule B to this
Agreement.
(ii) AEIS agrees to reimburse Stockgroup for all reasonable travel expenses,
based on the terms in Schedule B. It is agreed these expenses will include
flights, accommodations and monthly food allowances (the "Expenses"), which
Stockgroup incurs to send its staff to Asia to complete the terms of the
Agreement. Stockgroup agrees that any particular expense over US$2,000 in
relation to this arrangement must be pre-approved by AEIS. Both Parties
agree to the principle that Stockgroup staff will be housed in lodging
comparable to those which would be used in Canada for similar purposes and
that the monthly food allowance will be based on Canadian standards for a
similar situation.
(iii)AEIS shall be responsible for all taxes and/or duties, if any, in
Singapore arising out of this Agreement.
(iv) If AEIS is in default of payment for fees under the terms in Schedule B for
a period of greater than thirty (30) days, Stockgroup has the right to
terminate the license and demand delivery of any copies of the Code in the
possession of AEIS until payment and interest charges on arrears are made
in full.
(v) Stockgroup shall charge interest on any arrears payments which are over
thirty (30) days overdue at a rate of two percent (2%) per month.
3. Implementation, Training and Support
(i) Stockgroup will deliver an implementation plan to AEIS within thirty (30)
days of receipt of the initial payment referenced in Schedule B;
(ii) It is agreed this Agreement will include a training and support package
wherein AEIS will pay Stockgroup for staff which Stockgroup will provide on
a dedicated basis to train AEIS in techniques for management and
maintenance of the Site. The billing rate shall be set at [*******](2) per
day for Stockgroup senior staff (the "Senior Staff") and at [*******](3)
per day for Stockgroup junior staff (the "Junior Staff"). Stockgroup
warrants that it will provide for an allocation of qualified staff for
these duties and in return AEIS agrees it will pay for the minimum take-up
(the "Minimum Hourly Budget") for these training services. This Minimum
Hourly Budget is a budget of two (2) persons at [*******](4) per day for
the first three (3) months following final delivery and acceptance of the
Site (the "Launch"). Stockgroup will have full discretion on which staff it
allocates to these duties. Additionally, as referenced in Clause 2(ii),
AEIS will compensate Stockgroup for Expenses which Stockgroup staff incur
when travelling;
(iii)Should AEIS require additional training services from Stockgroup in
addition to the Minimum Hourly Budget referenced in Clause 3 (ii), either
during or after development of the Site, AEIS agrees to compensate
Stockgroup for these services at the rates referenced in Clause 3(ii).
Additionally, in the event that AEIS requests more than two (2) dedicated
staff to be assigned by Stockgroup at any one time to travel to AEIS's
premises, Stockgroup may ▇▇▇▇ for hours related to services provided by
these additional staff at the rates referenced in Clause 3 (ii)
irrespective of whether AEIS has used the full amount of the Minimum Hourly
Budget.
(iv) The period during which AEIS may use the Minimum Hourly Budget will
conclude ninety (90) days from Launch, unless otherwise agreed by
Stockgroup.
4. Quality Control During Development
(i) Stockgroup will create the enterprise financial web site based on a
graphical mock-up agreed upon between AEIS and Stockgroup and will work
with AEIS through additional mock-up phases to ensure the layout and design
of the Site meet the standards agreed to by the Parties.
(ii) It is agreed that AEIS will designate a staff member who will act as the
primary liaison contact (the "Point Person") between AEIS and Stockgroup.
Both Parties will rely on agreement that this Point Person has been
delegated the authority to provide authoritative direction to Stockgroup on
behalf of AEIS.
5. Site Development Exclusions
(i) Other than as referenced in Clauses 3 and 7, Stockgroup will not provide
maintenance for the enterprise financial web site.
(ii) AEIS will cover the cost of all hardware, third party services, third party
software and third party licenses necessary for the enterprise financial
web site;
(iii)Editorial content and other proprietary information which Stockgroup posts
to, or displays on, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ do not form part of this
Agreement and are expressly excluded from inclusion in development of the
enterprise financial web site;
(iv) The technical analysis scoring system in ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the
"Technical Scoring System") does not form part of this Agreement and is
expressly excluded from inclusion in development of the enterprise
financial web site.
6. Site Monitoring
(i) It is agreed AEIS will assign its own staff members to monitor the
enterprise financial web site after the time the first web site goes live
(the "Live Launch") and that Stockgroup will support AEIS in this function,
however it is also agreed that machine uptime and technical monitoring
shall be the responsibility of AEIS.
SOFTWARE MAINTENANCE SUPPORT
7. Software Upgrade Provisions
(i) Stockgroup will provide AEIS with software upgrades (the "Upgrade Package")
to support the normal operation of the first web site for a period of two
(2) years following the Live Launch (the "Initial Upgrade Term"). The
Upgrade Package will include standard improvements to the software and
technical infrastructure of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇;
(ii) AEIS will be responsible for the implementation of all upgrades and
maintenance of the said site;
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(1) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(2) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(3) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(4) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
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(iii)Commencing upon Live Launch, AEIS shall pay to Stockgroup an annual
upgrade fee (the "Upgrade Fee") for the Upgrade Package;
(iv) The Parties agree the Upgrade Fee shall be [*******](5) per annum. Payment
of the pro-rata portion of the Upgrade Fee for the first year of the Ugrade
Package will be due and payable by December 31, 2000. Thereafter a payment
of [*******](6) will be due and payable on a quarterly basis at the end of
each quarter ending March, June, September, and December;
(v) It is agreed Stockgroup may increase the rate of the Upgrade Fee after the
expiration of the Initial Upgrade Term.
8. Limitation of Liability
(i) AEIS agrees to indemnify and hold harmless Stockgroup against any and all
claims, damages, liability or expenses (including reasonable attorney's
fees) incurred in connection with any suit or claim that may be instituted
or brought against AEIS, or any loss of profits, use, data, or other
economic advantage occurring as a result of AEIS not installing upgrades to
the Site provided by Stockgroup as part of the Upgrade Package. In this
regard, Stockgroup will use reasonable commercial efforts to advise AEIS of
any upgrades it considers may be of a significantly important nature.
9. Exclusions
(i) Future major product and service developments ("Major Developments") which
Stockgroup considers to be significant additions to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
are expressly excluded from inclusion in the License and Software Upgrade
Package. It is agreed Stockgroup will provide AEIS with the opportunity to
purchase such Major Developments once launched on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
for an additional cost.
(ii) Editorial content, financial information, and other proprietary information
which Stockgroup posts to, or displays on, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and all
third part information do not form part of this Agreement and are expressly
excluded from inclusion in the development phase of this Agreement or any
Upgrade;
(iii)The technical analysis scoring system in ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the
"Technical Scoring System") does not form part of this Agreement and is
expressly excluded from inclusion in the development phase of this
Agreement or any Upgrade.
LICENSING OF ADDITIONAL SITES
10. Additional Licenses
(i) During the first three (3) years following Live Launch (the "License
Period"), AEIS agrees to pay Stockgroup an additional license fee of
[*******](7) ("Additional License Fee") per country (other than for the
country in which the first web site is situated in) in which AEIS enters
into an agreement ("Additional License Agreement") with a third party to
operate an enterprise financial web site for such a party in each of the
Licensed Countries. In addition, AEIS shall pay to Stockgroup a royalty fee
calculated at [*******](8) per annum of the revenue derived by each of the
web site entities, payable quarterly in arrears. This obligation to pay
royalty on each such web site revenue shall terminate at the end of five
years from the date of the relevant Additional License Agreement governing
that web site. For the avoidance of doubt, the Additional License Fee is
payable only once for each Licensed Country irrespective of the number of
enterprise financial web site so established in that Licensed Country and
no Additional License Fee is payable for the Licensed Country in which the
first web site is situated.
(ii) AEIS will notify Stockgroup of its intention to use the Code to establish
an enterprise financial web site in any of the Licensed Countries (other
than in the Licensed Country in which the first web site is situated in) at
least 30 days prior to the live launch of the said web site and AEIS will
be in material breach of this contract if Stockgroup has not received
payment in full for the Additional License Fees within fourteen (14) days
of the live launch of the said web site.
11. Breach
(i) THE PARTIES EXPLICITLY AGREE THAT THE FAILURE OF AEIS TO NOTIFY STOCKGROUP
OF ADDITIONAL WEBSITES THAT UTILIZES THE CODE BY AEIS TO ANY THIRD PARTY
WITHOUT STOCKGROUP'S PRIOR WRITTEN CONSENT EACH CONSTITUTES A MATERIAL
BREACH OF THIS AGREEMENT AND FEES OF [*******](9) PER WEBSITE WILL BE DUE
TO STOCKGROUP FOR EACH WEBSITE FOR WHICH STOCKGROUP HAS NOT BEEN NOTIFIED
BY AEIS AND/OR FOR WHICH AEIS HAS NOT MADE PAYMENT FOR ON THE TERMS NOTED
IN CLAUSE 10 (i) AND/OR WHICH AEIS HAS SOLD TO A THIRD PARTY WITHOUT
STOCKGROUP'S PRIOR WRITTEN CONSENT. THE PARTIES EXPLICITLY AGREE THAT THE
WILFUL DISCLOSURE BY AEIS OF THE CODE TO ANY THIRD PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF STOCKGROUP REPRESENTS A MATERIAL BREACH OF THIS
AGREEMENT FOR WHICH DAMAGES OF [*******](10) WILL BE DUE TO STOCKGROUP .
12. Additional License Development Support
(i) Stockgroup agrees to provide a reasonable allocation of staff to meet
requests from AEIS for technical support in the development of the
enterprise financial web sites in the Licensed Countries beyond the first
such web site. The billing rate for these services shall be set at
[*******](11) per day for Stockgroup senior staff (the "Senior Staff") and
at [*******](12) per day for Stockgroup junior staff (the "Junior Staff").
Additionally, as per the terms of Clause 2(ii), AEIS agrees to reimburse
Stockgroup for all reasonable travel
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(5) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(6) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(7) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(8) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(9) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(10) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(11) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(12) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
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expenses, Stockgroup may incur to provide these services. It is agreed expenses
in this regard will include costs for flights, accommodations and monthly food
allowances, which Stockgroup incurs to send its staff to Asia to complete the
terms of the Agreement.
GENERAL
13. Cost of Third Party Services
(i) AEIS will be responsible for all costs related to news feeds, data feeds,
stock quote feeds and/or any other third party services fee charges which
it may incur to operate the enterprise financial web sites.
14. Content Ownership and Responsibility
(i) AEIS will retain all rights, title and interest in and to the proprietary
content it displays and posts on enterprise financial web sites which it
operates worldwide, including, but not limited to, all ownership of all
copyrights and other intellectual property rights therein, and rights under
copyright;
(ii) AEIS acknowledges that this Agreement does not provide it with any
proprietary right to any news feeds, data feeds or stock quote feeds
provided by third party suppliers and that AEIS will post on the enterprise
financial web sites which it operates whatever disclaimers or notices are
required by Stockgroup or its third party suppliers regarding these news
feeds, data feeds or stock quote feeds;
(iii)AEIS acknowledges that ▇▇▇▇▇▇▇▇▇▇.▇▇▇ has no responsibility or input or
editorial function in respect to the content which AEIS posts to the
enterprise financial web sites which it operates and that AEIS assumes sole
responsibility and liability for the contents thereof, and for any
consequences arising therefrom;
(iv) AEIS agrees to post Stockgroup attribution and the Stockgroup logo on each
page of the enterprise financial web sites which it operates that utilizes
the code. This notice will also include a hyperlink to Stockgroup's
website. Should Stockgroup so request, AEIS agrees that it will remove this
notice and hyperlink upon one (1) day's notice from Stockgroup. Stockgroup
may, in its sole discretion, replace the logo with any other
Stockgroup-identifying logo.
(v) AEIS agrees to offer to Stockgroup the right to purchase its proprietary
content if any and all web sites on normal commercial terms
15. Representations and Warranties
(i) Each signatory to this Agreement represents and warrants to the other party
that it has the requisite authority to enter into this Agreement;
(ii) Each party represents and warrants to the other that it owns or possesses
all rights (including, without limitation to, Trademarks) necessary for it
to be able to enter into and carry out the duties pursuant to this
Agreement and the entering into of and the carrying out of duties pursuant
to this Agreement will not:
(a) result in a breach of, or constitute a default under, any instrument,
contract, document or agreement, to which it is a party; and/or
(b) result in a breach of any law, rules, regulations, ordinances, order,
judgment or decree of or undertaking to any court, government body,
statutory authority or regulatory body (including, without limitation,
any relevant stock exchange or securities council) to which it is a
party.
(iii)EXCEPT AS PROVIDED IN THIS CLAUSE 15, STOCKGROUP MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY
FROM THE USE OF THE SITE AND HTML CONTENT OR ANY DATA INCLUDED THEREIN.
STOCKGROUP MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE BY ANY USER OF THE SITE AND AEIS AGREES
THAT IN NO EVENT WILL STOCKGROUP BE LIABLE FOR THE RESULTS OF ANY USER OF
THE SITE. WITHOUT LIMITATION, STOCKGROUP DOES NOT WARRANT THAT SOFTWARE
WILL MEET ALL OF AEIS' REQUIREMENTS OR THAT ITS OPERATION WILL BE
UNINTERRUPTED OR ERROR-FREE
(iv) EXCEPT UNDER CLAUSES 11, 16 and 17, IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN
CONNECTION WITH OR RELATED TO THIS AGREEMENT (INCLUDING LOSS OF PROFITS,
USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWSOEVER ARISING, EITHER OUT OF
BREACH OF THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT, EVEN IF
THE OTHER PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE
(v) Stockgroup represents and warrants that:
(a) Stockgroup is the sole unencumbered legal and beneficial owner and,
where registered, the sole registered propreitor of all intellectual
property and other rights in the Code and Stockgroup has not licensed
the Code to any party for use in the Licensed Countries.
(b) All rights relating to the intellectual property in respect of the
Code are in full force and effect and all steps have been taken to
fully protect the Code and intellectual property rights in the Code;
(c) None of the intellectual property rights contained in the Code has
been wrongfully or unlawfully acquired. If required, Stockgroup would
produce complete and accurate copies of all documentation by which
Stockgroup acquired from any third party ownership of the intellectual
property rights relating to the Code;
(d) Stockgroup has absolute title and right to and copyright in each item
of the Code, including source code, object code, user and other
manuals, tapes, indices, descriptive memoranda, original listings,
development and working papers, calculations and all other relevant
documents, media and confidential information, free from all
encumbrances and adverse claims;
(e) All source codes, tapes, indices, descriptive memoranda, original
listings, development working papers, calculations and any other
documents or media reasonably necessary to prove authorship and
ownership of copyright in the Code are in the possession, custody or
control of Stockgroup and Stockgroup is not a party to any contract
requiring them to place in escrow or otherwise to permit any third
party to use or have access to the source code to the Code;
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(f) The Code, the intellectual property rights contained therein, and the
validity or subsistence of Stockgroup's right, title and interest
therein, is not the subject of any current, pending or threatened
challenge, claim or proceedings, including for opposition,
cancellation, revocation or rectification.
(g) None of Stockgroup's intellectual property rights in respect of the
Code is currently being infringed by any third party and no third
party has threatened any such infringement;
(h) Nothing contained in the Code and no activities engaged in by
Stockgroup in relation to the Code (including the License granted
herein) would infringe any intellectual property or other rights
belonging to any third party.
(vi) The provisions of this Clause 15 and any other provisions in this agreement
which must survive to give effect to their meaning, shall survive any
termination of this Agreement.
16. Mutual Indemnification
(i) AEIS shall indemnify, defend and hold harmless Stockgroup from and against
any and all claims, damages, liability or expenses (including reasonable
attorney's fees) incurred in connection with any suit or claim that may be
instituted or brought against AEIS alleging the content AEIS posts to the
Site infringes any third party rights or as a consequence of AEIS violating
any criminal, civil, or securities related laws or regulations to which it
may be subject;
(ii) Stockgroup shall indemnify, defend and hold harmless AEIS for and against
any and all claims, damages, liability or expenses (including reasonable
attorney's fees) incurred in connection with any suit or claim that may be
instituted or brought against Stockgroup alleging that the activities of
Stockgroup infringe any third party rights or as a consequence of
Stockgroup violating any criminal, civil, or securities related laws or
regulations to which it may be subject, by providing the services
hereunder.
(iii) Each of the parties undertakes to indemnify and keep indemnified the other
party against any loss, liability, claims, costs and expenses suffered by
the other party as a result of, or in connection with or arising from any
breach of any of the representations and warranties contained in clause 15.
17. Confidentiality
(i) Stockgroup agrees that all Confidential Information communicated to it by
AEIS is done so in confidence for use by Stockgroup only for the purposes
of providing the services as set out in this Agreement (the "Services") and
shall not be used to compete with AEIS and shall not be disclosed to any
third party without the prior written consent of AEIS;
(ii) AEIS agrees that all Confidential Information communicated to it by
Stockgroup is done so in confidence for use by AEIS only for the purposes
of providing the Services and shall not be used to compete with Stockgroup
and shall not be disclosed to any third party without the prior written
consent of Stockgroup;
(iii) "Confidential Information" shall mean all information in any form which
one of the Parties designates as "Confidential" and which it notifies the
nature of to the other Party, in advance, so that the other Party has the
opportunity to refuse receipt thereof and includes, without limitation,
printed or verbal communications and information stored in printed optical
or electromagnetic format, which relates to a Party; electronic data
processing applications, routines, subroutines, techniques or systems;
information which incorporates or is based upon proprietary information of
either Party; or information concerning business or financial affairs,
product pricing, financial conditions or strategies, marketing, technical
systems of either Party; or any information concerning customers or vendors
of either Party; or any data exchange between a Party and any customers or
vendors. Exceptions to Confidential Information include (1); information
lawfully in the public domain through no violation of a duty of
confidentiality; (2) information developed independently by a Party without
reference to information disclosed in receiving or providing the Services;
or (3) information received from a third party without restriction and/or
breach of this or a similar Agreement. It shall not be a violation of this
Clause 17 to disclose Confidential Information in compliance with any
legal, accounting or regulatory requirement beyond the control of either
Party, but in such case, prior to disclosure, the disclosing Party shall
give written notice to the other Party to permit that Party an opportunity
to oppose disclosure. This Clause 17 and the covenants and conditions
contained herein will survive any termination of any agreements or
relationship between the Parties;
(iv) Stockgroup designates the Code as Confidential information and AEIS agrees
to this designation by signing this Agreement. Additionally, AEIS agrees to
treat the Code as Confidential Information and shall not disclose the Code
to any joint venture partner, supplier, client or any other party.
Additionally, AEIS agrees to implement strict controls so that the Code
remains secure within its possession. AEIS agrees that disclosure of the
Code or failure to protect the Code represents a material breach of this
contract subject to the damages in Section 11.
(v) Stockgroup designates this Agreement as Confidential Information and AEIS
agrees to this designation by signing this Agreement
(vi) Both Parties warrant that they will restrict their use of the
confidentiality provisions in this Clause 17 to the minimum necessary to
complete this project and will not unreasonably use this provision to
impair the ability of the other Party to compete;
(vii)Both Parties warrant that all information shared prior to the signing of
this Agreement is not designated Confidential Information.
18. Term, Assignment and Termination
(i) The enterprise financial web site development component of this Agreement
is effective upon signing of the Agreement by the Parties and shall remain
in effect until Live Launch ;
(ii) The Upgrade Package component of this Agreement is effective upon Live
Launch and shall remain in effect for a period of two (2) years following
Live Launch;
(iii)This Agreement may not be assigned by either AEIS or Stockgroup unless
mutually agreed upon in writing except that either party may assign this
Agreement in connection with a sale of all or substantially all of such
Party's assets;
(iv) In the event that either party hereto defaults in the performance of any of
its material duties hereunder and such default is not cured within thirty
(30) days after written notice is given to the defaulting party specifying
the default, then the Party not in default, after giving written notice
thereof to the defaulting party, may terminate this Agreement;
(v) The Upgrade Package is non-cancelable during the Initial Upgrade Term.
After expiration of the Initial Upgrade Term, either Party may terminate
the Upgrade Package with ninety (90) days' prior written notice to the
other. After the Initial Upgrage Term, the Upgrade Package shall
automatically renew each year for successive one (1) year terms, unless
either party notifies the other, in writing, of its decision not to renew
at least ninety (90) days prior to the end of any such one (1) year renewal
term.
19. Miscellaneous
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(i) Independent Contractor
In respect to its responsibilities under this Agreement, Stockgroup
shall act solely as an independent contractor in its performance
hereunder. This Agreement does not confer the authority to either
Party to bind or commit the other Party to agreements of any kind.
(ii) Audit
Stockgroup will have the right to view the audit results of audits
conducted by a AEIS's independent auditors and AEIS will allow
reasonable access to its financial records by Stockgroup's internal
and external auditors so that they may conduct whatever audit(s)
Stockgroup in its sole discretion may deem appropriate
(iii) Entire Agreement
This Agreement constitutes the entire understanding and contract
between the Parties and supersedes any and all prior and
contemporaneous, oral or written representations, communications,
understandings and agreements between the Parties with respect to the
subject matter hereof, all of which representations, communications,
understandings and agreements are hereby canceled to the extent that
they are not specifically merged herein. Except as listed in Clause
15, the Parties acknowledge and agree that neither of the Parties is
entering into this Agreement on the basis of any representations or
promises not expressly contained herein. This Agreement may be amended
only by written addendum executed by both Parties;
(iv) Severability
In the event that any provisions of this Agreement are held to be
invalid, the Parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by
both Parties subsequent to the expungement of the invalid
provision(s);
(v) Force Majeure
Neither Party shall be in default or otherwise liable for any delay in
or failure of its performance under this Agreement resulting directly
or indirectly from service outages resulting from equipment and/or
software failure and/or telecommunications failures, power failures,
failures of third party service providers (including providers of
Internet Services, telecommunications, credit card services, news
feeds, data feeds and stock quote feeds), fire, flood, earthquake,
acts of nature, acts of any government or governmental body, acts of
war (declared or undeclared), civil actions, strikes or labor
disputes, or any other cause beyond the control of either party;
(vi) Governing Law and Jurisdiction for Disputes and Notices
Both Parties agree that all legal disputes shall be decided in the
jurisdiction of Singapore and be governed by the laws of Singapore and
that all notices regarding this agreement shall be provided to either
party at the addresses aforementioned on normal business days between
the hours of 8:30am-4:30pm Singapore time.
(vii) Additional agreements
This Agreement is conditional and will become null and void at the
option of Stockgroup in the absence of the completion of supporting
agreements which evidence the following:
(a) The grant of a [*******](13) ownership in the voting stock of
AEIS to Stockgroup which is equal in every way to the ownership
interests of the other initial shareholders of AEIS with anti
dilution protection;
(b) The grant of an option to Stockgroup for an additional
[*******](14) of the outstanding voting stock of AEIS at an
option exercise price of [*******](15) per share. This option
will have an expiry term of the lessor of 5 years from the date
of this Agreement, or the date of a public offering of AEIS (or
any corporation through which AEIS goes public);
(c) An agreement, which provides Stockgroup with [*******](16),
rounded to the next whole number, of the director positions on
the Board of Directors of AEIS.
(viii) Press Releases
Neither Party will make or issue any external press statement
regarding the terms of this Agreement unless (a) it has received the
express written consent of the other Party, both as to the timing and
the content of the press release, which will not be unreasonably
withheld or (b) it is required to do so by law, regulation or the
rules of any securities market.
SIGNED in the Republic of Singapore, this 18th day of January, 2000.
▇▇▇▇▇▇▇▇▇▇.▇▇▇ MEDIA, INC. ASIA INFORMATION EXCHANGE SERVICES
____________________________________ Signature: ___________________________
Marcus New - Chief Executive Officer Name: ___________________________
----------
(13) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(14) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(15) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
(16) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
6
Title: ___________________________
7
@▇▇▇▇▇▇▇▇▇▇.▇▇▇
[LOGO]
ENTERPRISE FINANCIAL WEBSITE
DEVELOPMENT & LICENSING
AGREEMENT
SCHEDULE A
Website Features
INTRODUCTION
Description
Stockgroup will develop an Internet financial site (the "Site") for AEIS. The
specific functionality of the Site will be based on the current version of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) and will rely on the
instructions of AEIS.
The specific functionality and content elements of the Site will depend on a
complex set of variables including the nature of the content provided, the
frequency of Site changes, available data and content and will be subject to
design and technology limitations inherent in Internet technologies.
Path Dependencies
The Site design and functionality will be path dependent. Choices made early in
the design process will constrain later development efforts. For this reason it
is imperative that AEIS, articulate the desired final functionality and state as
clearly as possible prior to the initiation of the development process.
SITE CHARACTERISTICS
Design and Layout
The design and functionality will reflect the functionality of smallcapcenter.
AEIS will guide the creative aspects and specific features.
Navigation
The Site will incorporate navigation menus enabling users to access each major
area of the Site from the rest of the Site. The navigation elements will be
standardized throughout the Site and reflect the Site categories outlined by
AEIS
Content Environment
The Site will incorporate a number of content presentation and management
features. The functionality of the content environment will reflect the
environment of smallcapcenter, however the nature of specific content areas will
depend upon the nature of the content to be featured on the Site. Content
functionality will include partially automated posting and archiving functions,
such as a news cascade and archive area.
Data Elements
Stockgroup will create a set of data features for the Site in support of the
content in the Site. The specific data features will be based on the
instructions of AEIS. Data features will include such things as regularly
updating indices, daily top traders, daily top price movers and user portfolios.
The Site will have ability to collect data automatically about the users and the
usage of the Site.
Personalization and Customization
The Site will have customization features for users. This will enable users to
create such things as a portfolio in the Portfolio Tracker.
FEATURES AND CAPABILITIES
Discussion Forums
Site will include discussion forums. The discussion forums will have various
links to other parts of the Site.
Portfolio Tracker
Stockgroup will create a Portfolio Tracker for the Site. The Portfolio Tracker
is a tool, which allows users to create a portfolio within the Site. Once the
user has set up the portfolio the Portfolio Tracker presents related information
about the stocks in the portfolio for the user, including news and data
features. The related information is drawn from the content and data provided by
AEIS, and its data and content partners.
(continued)
8
SCHEDULE A
Website Features
FEATURES AND CAPABILITIES (continued)
Research Tools
The site will enable users to look up data on individual stocks, based on the
content provided by AEIS. The research tools consist of a series of menus, radio
buttons, check boxes and the like, which enable the user to search for stocks
based on user defined criteria, from the database and data feed provided by
AEIS, and its data suppliers. Stockgroup will create the user interface and data
integration for the research tools.
Quotes, Charts and Company Information
The site will include the ability to look up and present information about
individual stocks based on a ticker symbol look up.
Email Services and Capabilities
The site will have the ability to collect email addresses for mailing lists.
Forms
Various forms for gathering user information will be available on the site.
These will be used by users for such things as registering to use the site, for
surveys and to request help.
Help and FAQ
The site will have a help section. Stockgroup and AEIS will provide the content.
Stockgroup will provide the technical help in English.
Mass Customization
The site will have user customization features; enabling site users to customize
the site based on their preferences or interests within the content environment.
These will include the ability to develop a portfolio and receive information
about certain stocks.
9
@▇▇▇▇▇▇▇▇▇▇.▇▇▇
[LOGO]
ENTERPRISE FINANCIAL WEBSITE
DEVELOPMENT & LICENSING
AGREEMENT
SCHEDULE B
Payment Terms for Website development
component of Agreement
[*******](17)
EXPENSE REIMBURSEMENT
In addition to the aforementioned fees, it is agreed AEIS will reimburse
Stockgroup monthly for all reasonable travel expenses, including flights,
accommodations and monthly food allowances, which Stockgroup incurs to send
its staff to Asia to complete the terms of the Agreement. Stockgroup agrees
that any particular expense over US$2,000 in relation to this arrangement
must be pre-approved by AEIS.
Initials:
Stockgroup: AEIS:
---------- ----------
----------
(17) Subject of a request for confidential treatment. Redacted information filed
separately with the Commission.
10
SCHEDULE C
Contact Information
STOCKGROUP:
Business Contact: Marcus New
Title: CEO
Email Address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Telephone: 604.331.0995 ext. 100
Fax: ▇▇▇.▇▇▇.▇▇▇▇
Technical Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Technology Officer
Email Address: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Telephone: 604.331.0995 ext. 104
Fax: ▇▇▇.▇▇▇.▇▇▇▇
Accounting Contact: ▇▇▇▇ ▇▇▇▇
Title: Vice President Finance
Email Address: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Telephone: 604.331.0995 ext. 105
Fax: ▇▇▇.▇▇▇.▇▇▇▇
AEIS:
Business Contact: H.P. Mun
Title: President
Email Address: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Telephone: (▇▇)-▇▇▇▇▇▇▇
Fax: (▇▇)-▇▇▇▇▇▇▇
11
SCHEDULE D
AGREED COUNTRIES
Australia
China
Hong Kong
India
Indonesia
Korea
Japan
Malaysia
Pakistan
Philippines
Taiwan
Thailand
Singapore
Sri Lanka
Any other countries in Asia not mentioned above.
12