ETesting Labs Inc.
1001 Aviation Parkway, Suite 400
Morrisville, NC 27580
Tel: 919-380-2800
Fax: 919-380-2889
www.etestinglabs.com
ReDOX Technology Corporation has requested that eTesting Labs Inc. ("eTesting
Labs") execute performance benchmarks on a number of systems with and without
the ReDOX software installed ReDOX Technology Corporation and eTesting Labs
hereby agree as follows:
1. eTesting Labs responsibilities:
a. Supply all testing personnel and desktop systems for test.
b. Supply all performance benchmarks.
c. Follow the test methodology below, to which ReDOX Technology
Corporation and eTesting Labs have agreed
2. ReDOX Technology Corporation responsibilities:
a. Supply necessary ReDOX software for testing
b. Supply an AMD based laptop.
c. Supply an Intel based laptop.
d. Supply a technical contact.
e. Promptly respond for requests for information and other injuries
from eTesting Labs.
3. Basic Test methodology: eTesting Labs will execute the performance
benchmarks listed below on the following systems with and without the ReDOX
Software installed.
o AMD ~500MHz-3D WinBench 2000, Win Bench 99, Business Winstone 2001
o AMD ~1000MHz-3D WinBench 2000, WinBench 99, Business Winstone 2001
o Intel-500MHz- 3D WinBench 2000, WinBench 99, Business Winstone, 2001
o Intel-1000MHz- 3D WinBench 2000, WinBench 99, Business Winstone, 2001
o Intel-Laptop 3D WinBench 2000, BatteryMark, WinBench 99, Business Winstone,
2001
o AMD Laptop 3D WinBench 2000, BatteryMark, WinBench 99, Business Winstone,
2001
4. Analysis/Report:
a. Testing Labs will prepare a report on its findings. That report
will include the following:
(i) The tests and methods eTesting Labs used;
(ii) The test machine configurations; and
(iii) A summary of overall test results.
b. Upon payment in full of all sums due hereunder, eTesting Labs
will grand to ReDOX Technology Corporation all right, title and
interest in and to such report, including the copyright therein.
5. Report publication
a. ReDOX Technology Corporation may use the test results for
internal and external uses.
b. In all uses of the report, ReDOX Technology Corporation has the
right to not publish the report.
c. ReDOX Technology Corporation has the right not to publish the
report.
d. Upon ReDOX Technology Corporation's request, eTesting Labs will
publish the report on the eTesting Labs Website.
e. ETesting Labs will not reprint, distribute, or publish the test
results without the express consent of ReDOX Technology
Corporation unless required any law or court order.
6. Testing Dates; eTesting Labs will schedule the test once:
a. eTesting Labs has received a signed copy of the Agreement;
b. eTesting Labs has received a Purchase Order for the full amount
of this Agreement; and
c. eTesting Labs has in hand all hardware and software that ReDOX
Technology Corporation has agreed to provide. Testing will be
complete within two business weeks of receiving the software and
laptops for testing.
7. Price: ReDOX Technology Corporation agrees to pay to eTesting Labs, for the
services to be performed hereunder, a testing fee in the amount of USD
$11,000.00 eTesting Labs will invoice the entire amount upon receipt of a
Purchase Order for the full amount of this Agreement.
All invoices shall be paid within thirty days of the date of invoice.
8. General:
a. As between eTesting Labs and ReDOX Technology Corporation,
eTesting Labs owns and will own all right, title and interest,
including without limitation, copyright, patent, trade secret and
other proprietary rights, throughout the world in and to its
proprietary hardware software and methodology, including nay
modifications or improvements thereto , used to perform the
Services. AS between eTesting Lags and ReDOX Technology
Corporation, ReDOX Technology Corporation owns and will own all
right, title and interest, including without limitation,
copyright, patent, trade secret and other proprietary rights,
throughout the world, in and to its proprietary hardware,
software nd methodology, including any modifications or
improvements thereof, used by eTesting Lags to perform the
Services.
b. IN NO EVENT SHALL eTesting LABS LIABILILTY FOR DIRECT DAMAGES,
EXCEED THE AMOUNT SET FORTH IN PARAGRAPH 7 HEREIN. IN NO EVENT
SHALL ETESTING LABS OR ITS SUPPLIERS BE OIIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH THIS AGREEMENT. EVEN IF ADVISED OF THE POSSIBLITY
OF SUCH DAMAGES, ReDOX Technology Corporation ASSUMES ANY OTHER
RIS FOR THE REPORT AND THE RESULTS AND PERFORMANCE OF ETESTING
LABS' SERVICE HEREUNDER.
c. ReDOX Technology Corporation agrees that it shall not require or
attempt to compel eTesting Labs to testify as an expert witness
or participate in any way in any litigation in connection with
the subject matter of the Services provided by eTesting Labs
hereunder.
d. (i) ReDOX Technology Corporation agrees that is shall not use
eTesting Labs' trademark or name in any press release,
advertisement or promotional distribution without eTesting
Labs' prior written consent in connection with the release
of the report or otherwise.
(ii) Notwithstanding the foregoing, eTesting Labs hereby grants
to ReDOX Technology Corporation a nontransferable,
non-exclusive, royalty-free license and right, during the
term of this Agreement to reproduce eTesting Labs' name and
logo (the "eTesting Labs Marks") on the report provided by
eTesting Labs hereunder solely in connection with the
distribution of such report provided that in the event that
ReDOX Technology Corporation alters or modifies the report
in any ay, all rights to use the eTesting Labs Marks shall
immediately terminate, and ReDOX Technology Corporation
shall remove the eTesting Labs marks from the report and
cease distribution of any reports containing the eTesting
Labs Marks.
(iii) All rights arising from the use of the eTesting Labs Marks
and/or any similar names or marks (including logos) shall
inure solely to eTesting Labs' benefit. ReDOX Technology
Corporation agrees that neither ReDOX Technology
Corporation, nor ant entity which directly or indirectly
owns or controls, or is owned or controlled by, or is under
common control with ReDOX Technology Corporation(a "ReDOX
Technology Corporation Affiliate"), shall use, directly or
indirectly, eTesting Labs Marks, or any marks similar
thereto, as part of ReDOX Technology Corporation's or any
ReDOX Technology Corporation Affiliate's own trade name, as
a trademark, service mark or trade name for any other
product or service, or in any other way that suggests that
there is any relation or affiliation between eTesting Labs
and ReDOX Technology Corporation or any ReDOX Technology
Corporation Affiliate.
e. ReDOX Technology Corporation agrees not to hire any eTesting
Labs employee for a period of one year after the termination
of this Agreement. In the event that ReDOX Technology
Corporation hires an employee of eTesting Labs during or for
a period of one year after the term of this Agreement, ReDOX
Technology Corporation shall pay to eTesting Lags a fee
equal to thirty five percent (35%0 of such employee's
starting annual compensation with ReDOX Technology
Corporation.
f. ReDOX Technology Corporation grants to eTesting Labs the
right to cite its name and/or logo in promotions listing
clients for which eTesting Labs has provided services
g. ReDOX Technology Corporation agrees that this Agreement
constitutes the full and complete agreement between ReDOX
Technology Corporation and eTesting Labs for the project
specified herein and that this Agreement supercedes any
other agreements between the parties, including specifically
but not limited to any terms on ReDOX Technology
Corporation's standard Purchase Order.
h. The parties hereto are independent contractors, and nothing
contained in this Agreement shall be deemed to create a
joint venture or partnership relationship between the
parties. Neither party shall have any right or authority to
bind or obligate the other party in any manner whatsoever,
except as expressly set forth in this Agreement.
i. Neither party hereto shall be responsible for a force
majeure event, including delay or failure in performance
resulting from acts of God, acts of nature, unavailability
or supplies or sources of energy, riots, war any
governmental act or order of a court, fires, floods,
embargoes, strikes, or similar acts. Either party shall have
the right to terminate this Agreement if the force majeure
event prevents the other party from performing its
obligations for a period of more than sixty days. In the
event that this Agreement is terminated due to a force
majeure event the parties shall have no further obligation
or liability hereunder.
j. A waiver by either party of any term or condition of this
Agreement in any instance shall not be deemed or construed
as a waiver or such a term or condition on the future. The
failure or delay of either party hereto in exercising any of
its rights under this Agreement shall not constitute a
waiver of such rights.
k. This Agreement shall be interpreted in accordance with, and
governed by the laws of the State of New York regardless of
the place of execution or performance.
Please indicate your acceptance of the terms of the Agreement by signing below.
Then fax the Agreement and a valid Purchase Order to Ging Massel-Castater at
919-380-2889 (Gina Massel-Casteter@ziffdavis.com). At your convenience, please
mail us the original Agreement.
ReDOX Technology Corporation: eTesting Labs, Inc.
Name: Richard Szymanski Name: Bill Catchings
Title: CEO Title: CFO
Date: 2-14-00 Date: February 15, 2000
Signature: /s/ Richard Szymanski Signature: /s/ Bill Catchings
cc. Gina Massel-Castater