POCKETPAY JOINT VENTURE AGREEMENT
This agreement made this 1st day of March 2000 is made by and
between Pilot Island Publishing, Inc. 123 South Woodland Street,
Winter Garden, Florida 34787, a Florida Corporation herein known
as ("PIP") which is also a subsidiary of International Digital
Holding, Inc. (OTC:IDIG) and eConnect, 2500 via Cabrillo, Suite
#112, San Pedro, California 90731, a Nevada Corporation, and its
benefactors and assigns, herein together known as ("eConnect"),
Both PIP and eConnect above together herein referred to
individually as ("party") or collectively as ("parties").
Recitals
Whereas, PIP has certain technical skills available with handheld
computer technology and personal digital assistants (PDA's).
Whereas, eConnect has a patent for handheld computing devices
that transmit debit card information.
Whereas, eConnect a s a public company, has the capital,
financial controls, development facilities to facilitate on-line
transactions.
Whereas, the parties wish to create a joint venture herein known
as the ("Project").
Whereas, the corporations related to both parties are in good
standing in their respective states and the officers signing
below have full authority to execute documents on behalf of their
respective corporation.
Agreement
The parties do hereby covenant and agree as follows:
1.0 The Project
1.01 The parties will together create a new service and product
for the Internet herein known as the Project. The Project will
be to create a "Client software/hardware solution" that will
facilitate a secure transaction interface and communications
between handheld computing devices and secure transaction
servers. The net result to be to provide same as cash
transactions over virtual private networks. The combined
hardware / software / service is to be known as "PocketPay" an
existing trademark of eConnect.
1.02 The Project will be a joint venture between the parties
above.
1.03 Ownership of intellectual property rights to the name,
brand, and trademark, the products design, patents, pattern,
copyrights, etc. related to the Project shall be shared equally.
1.04 Profits from sales will be equally distributed between both
parties. Profits are defined as 75% of Gross Profits. The
balance of 25% of Gross Profits goes into a holdback account for
the benefit of eConnect to be reimbursed startup, development and
operating costs. Gross Profits are defined as the net
transaction fee or service fee received by eConnect related to
the Project. If or when the 25% holdback account monthly amount
exceeds monthly cost of operations plus amortized startup costs,
the holdback percentage shall be adjusted downward accordingly.
Financial Math Example:
Transaction Fee $ 1.00
Gross Profit $ 1.00
25% Escrow against costs $ <0.25>
Profit from this sale $ 0.75
50/50 split of profits equals $ 0.375 to eConnect
$ 0.375 to PIP
2.0 PIP'S Representations
PIP represents and agrees to:
2.01 PIP will assist the development of PocketPay at the lowest
possible cost.
2.02 PIP will provide personnel and equipment for programming and
prototype development.
2.03 PIP will provide the relationship with the industry leader
with PDA's 3COM and their PALM division.
2.04 PIP will provide and oversee the distribution of the client
PQA (Palm Query Application) through industry alliances.
2.05 PIP will work with eConnect through all phases of
development.
2.06 PIP will seek to expand the Project into other form factors
and brands of computers.
3.0 eConnect's Representations:
eConnect represents and agrees to:
3.01 eConnect will provide adequate funding required for all
aspects of the Project including but not limited to providing
main host servers and other related e-commerce equipment and
personnel to maintain website, control finance, marketing, and
customer service.
3.02 eConnect will provide adequate funding required for proper
advertising and marketing of the Project.
3.03 eConnect will provide funds for startup and all direct
related costs of PIP to fulfill the Project's requirements,
payroll, personnel costs, direct equipment costs, and other such
funding as needed, subject to reasonable approval by eConnect.
3.04 eConnect will provide secure e-commerce for the Project and
maintain responsibility for all Bank related affairs, alliances,
and liabilities related to the Project. eConnect will provide a
secure management website where the parties can get reports on
sales and profits and other related statistics regarding the
Project.
3.05 eConnect will provide accurate and secure records of all
financial transactions, provide responsible management to
maintain accurate records, and be responsible for all related
management liabilities regarding; licenses, permits, income
taxes, sales taxes, and proper payments to related government
agencies, as well as maintain property or product liability
insurance if required.
3.06 eConnect will promote the Project to the best of its ability
including providing links to any website, buying banner ads,
cross promoting, magazine campaigns and promotions.
4.0 Further Agreed
4.01 No Representation
This Agreement is a joint venture for profit. This contract in
no other way joins the parties involved. eConnect and PIP are
and will continue to remain separate entities and separate
corporations and do not in any way represent each other. PIP
will not be held responsible for any of eConnect's liabilities,
likewise eConnect will not be responsible for any of PIP's
liabilities other than those related to the Project as defined in
this agreement.
4.02 Transaction Path
The Gross Sale shall be made in the name of eConnect. eConnect
or its assigns will collect and distribute all funds. The amount
collected shall be verified by eConnect's financial control.
The net amount due PIP will be paid by eConnect with a sales
report on a semi-monthly basis, on the 15th and last day of every
month.
4.03 Term
The term of this Agreement shall be for a minimum of 5 years, or
for the life of the Project, whichever is longer.
4.04 Review of Records
eConnect as a public company is already fully reporting on its
financials, nevertheless, PIP reserves the right to review and
audit the books of eConnect or its assigns which in any way
relate to the Project. This overall review is subject to a
limitation of three times per year, but shall not limit any
requests for specific documentation.
4.05 Entire Agreement
This Agreement is and represents the entire agreement between the
parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous discussions or agreements
related thereto. This agreement may not be changed or amended
except as in writing agreed to by both parties.
4.06 Breach
This Agreement will be considered breached if any of the
covenants contained herein come into default for more than 30
days:
By eConnect if it fails to provide required funds, or maintain
accurate records;
By PIP if it fails to provide a workable solution to the Project,
subject of course to the funding provided by eConnect.
4.07 Notice
Official notice must only be given in written form via certified
US Mail to the parties at the addresses above. Change of address
must also be given by certified written notice to the other
party.
4.08 Remedy
If this Agreement becomes breached, the party giving notice of
default must provide a 30-day remedy period for the party in
default.
4.09 Indemnity
All parties agree to hold harmless each other from any litigation
or liability arising from a gross negligence on the part of the
other party. All parties remain responsible for their own debts
and operations, no other party may obligate the other under any
circumstances without direct written permission from an officer
of the company to be obligated.
4.10 Governing Law
This Agreement shall be governed by the laws of the United States
and the State of Florida without giving effect to any rules of
conflicts of law. Venue of any disputes related to this
Agreement shall be in the Middle District of Florida, Orlando
Division. If there arises any dispute between the parties, both
parties do hereby agree to first submit to non-binding
arbitration with the American Arbitration Association precedent
to any litigation.
4.11 Severability
If any provision of this Agreement is held to be unenforceable,
the remaining provisions shall be unaffected. Each provision of
this Agreement, which provides for a limitation of liability,
disclaimer or warranties, indemnification, or exclusion of
remedies is severable from and independent of any other
provision.
4.12 Assignment
This contract may only be assigned by either party with the
written approval of the other party, such approval shall not be
unreasonably withheld.
4.13 Change of Control
If there is a sale or change of control of PIP this contract will
automatically be assigned to and fulfilled by, its current parent
company, International Digital Holding, Inc.
4.14 Titles and Headers
The titles and headers used throughout this agreement are for
reference and not substance.
4.15 Counterparts
This agreement may be executed in one or more copies or
counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized representative
as of the date first written above.
For: eConnect For: Pilot Island Publishing, Inc.
By: /s/ Thomas S. Hughes By: /s/ Stephen Froelicher
Thomas S. Hughes, President Stephen Froelicher, President