EXHIBIT 10.14
TRANSFER OF TRADE SECRET AND EXCLUSIVE LICENSE OF KNOW-HOW AGREEMENT
This agreement is entered into on September 6, 2002 between the company with
limited liability according to the laws of England Invu International Holdings
Ltd., having its corporate seat in London and offices at the Beren, Blisworth
Hill Farm, Stoke Road, Blisworth Northhamptonshire NN7 3 DB, United Kingdom
("Invu") and the company with limited liability according to the laws of The
Netherlands Corsham Holding B.V., having its seat in Amsterdam and office
address in the United Kingdom at the Beren, Blisworth Hill Farm, Stoke Road,
Blisworth, Northhamptonshire NN7 3 DB ("IN),
WHEREAS Invu is the sole shareholder of IN.
WHEREAS Invu is a part of a conglomerate that is in the business of developing,
manufacturing and selling of software which gives the users portable and easy
management of all types of information.
WHEREAS Invu is the owner of all intellectual property rights and trade secrets
created and used within the Invu conglomerate.
WHEREAS IN wants to conduct Invu's business in the Benelux and Invu wants to
render to IN all opportunities to run Invu's business in the Benelux.
WHEREAS IN and Invu therefore entered into the Exclusive Copyright and
Trademark/Tradename Licence in respect to the intellectual property rights
pertaining to Invu's business (the "IP Agreement") and want to enter into a
transfer of trade secret and exclusive licence agreement in respect to the use
of the trade secrets developed and used by Invu.
WHEREAS Invu has developed an unique selling concept on the basis of which
another entity of the Invu conglomerate renders training and consultancy courses
to resellers of the Products in order to teach them the selling method including
the method for first line problem solving.
WHEREAS the resellers are obliged to keep the selling concept, disclosed in the
training and consultancy courses secret as a result of which Invu and the
resellers obtain a substantial advantage in competition.
WHEREAS the information on the selling concept can therefore be qualified as a
trade secret/know-how which is material to the business of Invu.
WHEREAS Invu has developed an unique support service concept which concept is
rendered by Invu itself and which concept is partially secret and material to
the business of Invu and can therefore also be qualified as a trade
secret/know-how.
WHEREAS Invu has conducted serious groundwork and can provide through its
management team and experience a solid basis for IN to achieve IN's aims as
further defined in the PKF valuation (the so called set up knowledge).
WHEREAS Invu made a solid business plan which has been carried out over a
substantial period of time and which is secret and therefore can also be
qualified as a trade secret.
WHEREAS Invu wants to transfer and licence exclusively the trade
secrets/know-how mentioned in these considerations to IN and IN wants to accept
this transfer and exclusive licence in exchange for the payment of a lump sum.
WHEREAS IN is centrally and effectively managed and controlled from the United
Kingdom, and operates from the United Kingdom with additional premises in The
Netherlands.
AGREE AS FOLLOWS:
Article 1 TRANSFER OF SECRET RESELLERS INFORMATION AND EXCLUSIVE LICENSE TO USE
1.1. Within two weeks after a written request thereto by IN Invu will make
available and therefore transfer to IN all written and oral information in
respect to the training and consultancy courses to be rendered to the resellers
in the Territory in respect to the Products which terms are defined in the IP
Agreement. This information - amongst which the binder which is known to the
parties - will contain all knowledge Invu has and which Invu uses when educating
its resellers in respect to the sales methods, problem solving and the rendering
of support services (the "Information").
1.2. In the event Invu develops/creates new Information Invu will transfer this
Information immediately to IN in order to enable IN to use the new Information.
1.3. Invu gives to IN the right to use the Information only for the education of
the resellers and internal study by IN. IN will keep the Information further
secret and will enter into secrecy agreements with its personnel which
agreements will also contain a no other use clause.
1.4. IN will before disclosing the Information to the resellers enter also on
behalf of Invu into a secrecy agreement with its resellers which agreement will
require the resellers to use the Information for no other purpose than the sale
of and first line support in respect to the Products. These secrecy agreements
will also oblige the resellers to return all materials in respect to the courses
immediately to IN after the distribution agreement between the reseller and IN
terminates.
1.5. It is understood that the obligations in respect to secrecy and no other
use are not applicable in respect to Information that is meant to be disclosed
to end users of the Products or Information that is rightful in the public
domain.
1.6. Invu will during the existence of this agreement not render the Information
to anyone else than IN in the Territory. The Information will therefore be
licensed to IN on an exclusive basis. In the event Invu will render the
Information to a third party outside of the Territory the third party will be
bound to the same obligations as IN in this agreement.
Article 2 TRANSFER OF SUPPORT KNOW-HOW AND EXCLUSIVE LICENSE TO USE
2.1. Within two weeks after the written request to that effect by IN, Invu will
make available and therefore transfer to IN all written and oral information in
respect to the support services that will be rendered by IN itself to its
resellers and other customers (the "Support Information").
2.2. IN will have the right to use the Support Information only for the
repair/support of the Products. IN will keep the Support Information further
secret. The last sentence of art. 1.3. and art. 1.6. apply.
Article 3 TRANSFER OF BUSINESS PLAN
3.1. Invu will within two weeks after the written request thereto by IN, submit
and disclose to IN all written and oral set up knowledge and the business plan
Invu prepared for the Benelux market (the "Business Information").
3.2. IN will have the right to use the Business Information to set up the
business of IN in the Benelux. IN as well as its personnel will keep the
Business Information secret and will only use the Business Information for the
establishment of the business of IN in the Territory. Art. 1.6. applies.
Article 4 PRICE
IN will pay to Invu for the disclosure of the Information, the Support
Information as well as the Business Information the amount of BPS 1,458,078
(say: one million four hundred thousand fifty eight and seventy eight) which
amount equals Euro 2,296,327 at the date of the signing of this agreement and
which amount will be paid in the following manner. The amount of (euro) 965,544
has been paid in cash to Invu by IN on the date of the entering into of this
agreement and the amount of (euro) 1,330,783 is herewith compensated with a debt
of Invu to IN of (euro) 3,006,294. It is understood that the Euro amount at the
date of the signing of this agreement will be treated as the official price.
Article 5 DURATION
5.1. IN has the right to use the Information, the Support Information as well as
the Business Information as long as the IP Agreement will be in force. Upon the
ending of that agreement - which can also be terminated in the event IN breaches
its obligations under this agreement with immediate effect - IN will immediately
end all use of the Information, the Support Information as well as the Business
Information and return all and/or give all written and/or digital copies of the
information to Invu.
5.2. In the event of an termination of this agreement during the duration of the
IP Agreement, as meant in art. 15 of the IP Agreement, IN will not -
notwithstanding the right of the party that terminated the agreement to claim
damages of the other party in the event this is possible under Netherlands law -
have the right to claim any part of the purchase price under this agreement back
from Invu.
Article 6 MISCELLANEOUS
6.1. This agreement is governed by the laws of The Netherlands. The District
Court in Amsterdam - Commercial Chambers including its injunctive relief judge -
is solely competent to judge about a conflict resulting from this agreement.
6.2. The rights under this agreement cannot be assigned nor sublicensed to other
parties by IN without the explicit prior consent of Invu. Invu hereby renders to
IN the right to render sublicenses to its subsidiaries under this agreement. In
the event IN renders such a sublicense to a subsidiairy IN will immediately
inform Invu thereof.
6.2. This agreement encompasses all the parties agreed upon in this respect. All
eventual other agreements are herewith withdrawn. This agreement can only be
amended by means of a written document which is signed by both parties.
IN WITNESS WHEREOF this agreement has been signed in twofold by the parties to
this agreement in Blisworth, United Kingdom, on the date mentioned above.
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Invu International Holdings Ltd. Corsham Holding B.V.
By: John Agostini By: Invu International Holding Ltd.
Position: Company Secretary Position: Company Secretary
By: John Agostini