Exhibit 10.5
LETTER OF INTENT
THIS LETTER OF INTENT is made as of this 24TH day of August. 1999.
BETWEEN
TorchMail.com, Inc.
C/o Suite 302 543 Granville Street
Vancouver. British Columbia
Canada V6C 1X8
A company incorporated in
(hereinafter individually and collectively referred to as "the Recipient")
OF THE FIRST PART
AND:
Clean Way Corp.
Suite #200 N 1200 W. Pender Street
Vancouver, British Columbia
Canada V6E 2S9
a company incorporated In NEVADA
(hereinafter referred to as the Provider)
OF THE SECOND PART
WHEREAS:
A. The Provider has the right to provide, as the result of an agreement it has
with Standard and Poors Corporation (hereinafter "S&P") to the Recipient, live
end deOayed finencial quotes (a full list of which is attached hereto as
Schedule NAO) and financial news services as provided by S&P and itOs
subsidiaries (all of the services listed in the schedules attached hereto In
addition to the news services and other services provided by the Provider, as
mentioned hereinunder. hereinafter are collectively reterred to as (he
"Services").
B. The Recipient markets and promotes USA.net's e-mail and advanced messaging
services under (he name TorchMail, both as a freeN e-mail product in addition to
the advance messaging solutions to fulfill the needs of corpcwations using
e-mail.
C. The Redpient desires to receive, and the Providers desires to provide, live
and delayed stock quotes, portfolios services and other Services as provided by
the Provider. D. The Provider and the Recipient (the "Parties") wish to enteiO
into this Letter of Intent (the Letter of Intenr or "Agreement") to define th&r
respective rights 2nd responsibilities in connection with the transaction
proposed herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged. the parties hereto agree as follows:
ARTICLE 1
TERMS
1.1 The Provider shaft be responsible for providing:
1.1.1 on. or about. 6 weeks after the signing of a Definitive Agreement by
the Parties tweto, real time quotes from all of the North American
exchanges, delayed quotes es provided for in Schedule B and news services
as provided through S&P and Comtex.
1.1.2 a web page customized to the requirements and needs of TorchMail
(hereinafter the "Web Page"):
1.1.3 explore the development of investment and linanclal related, Chinese
language, video streamed "TV" shows;
1.1.4 development of a user customizable, portfolio page with the
integration of automated e-mail, pager and cell phone notiflcatians to the
user concerning any Ouser establishedu share price changes, in a format
mutually acceptabOe to the Parties;
1.1.5 as available, real time quotes for other financial markets, as listed
in Schedule B;
1.1.6as available, the news services translated into the Chinese and other
languages.
1.2 The Recipient shall be responsible for providing:
1.2.1 directly or through third parties, paying advertisers on the Web Page
and (he customized portfolio pages (the Recipient and the Provider shall
work together In the provision o( paying advertisers on the Web Page and
both Parties agree that it may be mutually beneficial if the Provider is
responsIbOe to acquiring the paying advertiserS to the Web Page);
1.2.2 permitting portions of the content and news to be provided, on an
Oopt
in" basis, to those subscribers of TorchMailOs free e-mail service who so
desire;
1.2.3 permit there to be sign-up and opt-in forms within TorchMadOs free
email service to enable TorchMails subscribers to subscribe to the Services
prnvided by the Provider;
1.3 The Recipient and the Provider shall share in the revenues generated by
the banner advertising, as provided on the Web Page and as provided on the
customized portfolio pages. 50N50. after the deduction of fees and
commissions paid to obtain advertisers und the direct coats of exchange
tees, quote rees payable to 8&P and c-mail costs;
1.4 The Recipient and the Provider shall share in the revenues generated by
the opt-in lists and the tmrent(ngO thereof, 50 50. after the deduction of
fees and commissions paid to obtain advertisers;
1.5 The Term of the Definitive Agreement shall be for at te?st five years.
subject to termin?tion clauses in the event o(: 1.5.1 Non performance by
one of the Parties hereto, such specific non performance dauses to be
negotiated and placed in the Definitive Agreement; and, 1.5.2 The Provider
being unable to provide the Services due to termination of itOs agreement
with S&P, under the terms of that ogreement. in which case the Provider
shall immediately notify, with sufficient notice, the Recipient that it
shall not be able to provide such Services.
1.6 The Recipient will have the first right of refusal to, on terms
acceptabOe to the Recipient, provide Its free email or branded email, to
any and all other sites on which the Provider provides its services. In
instances in which the Recipient charges for those seMces, the Recipient
will share the revenues, net of costs, with the Provider.
1.7 The Recipient and the Provider agree to promote each others Services
and products, as may be feasible, and provide such leads 10 the other Party
ARTICLE 2
GENERAL PROVISIONS
2.1. Term. This Agreement shall continue in force until the first to occur
of: 2.1 .1. The entering into of a definitive agreement (the "Definitive
AgreementO) between the Parties; and, 2.1.2. The 15th of September. 1999.
2.2. Time of Essence. Time shall be o( the essence hereof
2.3 Confidentiality. The Provider has previously executed a Confidentiality
and Non-Disclosure Agreement which Is attached hereto as Schedule C and is
deemed to be Incorporated in fuI$ as part of this Agreement.
2.4 Entire Agreement. Except as otherwise expressly set forth herein, this
Agreement embodies me complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
pre-empts any prior understandings, agreements or representations by or
among the parties or any other thareholder, written or oral, which may have
related to the subject matter hereof in any way.
2.5 News Releases. The Parties hereto sh,II not i5sue any News Release(s)
or in any manner use the other Partys name, trademarks, service marks or
Other documentation without the specific written permission of (he other
Party.
2.6 Counterparts. This Agreement may be signed in one or more counterparts,
which
together shall constitute one instrument. Delivery of counterparts may be
effected by facsimile transmIssion thereof.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as ol the
date first above wdtten.
CLEAN WAY CORP.
By:
Authorized Signatory
TORCHMAIL.COM, INC.
By:
Authorized Signatory