Exhibit 99.2
STRATEGIC ALLIANCE AGREEMENT
THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is made and entered
into as of this 15 day of July, 2003, by and between Limelight Media Group, Inc
(hereinafter "LMG") and IGATE Corp. dba Bluepoint Technologies (hereinafter
"Bluepoint").
ARTICLE I
GENERAL PROVISIONS
1.01 Business Purpose. The business of the Strategic Alliance Agreement
shall be as follows:
The alliance is intended to provide a platform for the two parties to
cross market respective products and services. The focus is that each party, by
utilizing the strengths and business model of the other, shall be able to
increase its market share in the industry.
1.02 Term of the Agreement. This Strategic Alliance Agreement shall
commence on the date first above written and shall continue in existence until
terminated, liquidated, or dissolved by law or as hereinafter provided.
ARTICLE II
GENERAL DEFINITIONS
The following comprises the general definitions of terms utilized in
this Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control of such entity. For example, any individual or entity that
is employed or contracted with by a party of this Agreement that is controlled
by a party of this Agreement.
ARTICLE III
OBLIGATIONS OF THE PARTIES OF THIS STRATEGIC ALLIANCE AGREEMENT
Each party is responsible for all operations and decisions of their
respective companies and shall not have direct influence or control over the
decision processes of the other party.
Each party has specific duties to this Agreement as defined below:
Limelight Media Group:
1. Provide ASP services to any customer of Bluepoint requesting
such. This will include the development of a managed network,
broadband installations, equipment installations, network
management, content management and marketing services.
Bluepoint will dictate whether the ASP service will be handled
under the Bluepoint Services (a newly created division of
Bluepoint Technologies) name or transfer the service to LMG.
2. LMG will provide marketing services to generate revenue from
advertising sales to customers that require such assistance.
3. LMG shall handle billing and collections on any services it
directly handles and not handled through Bluepoint.
4. LMG will develop content for customers on best of nation
terms.
5. LMG will establish a network operation center at its home
office in Memphis TN which will also be marketed as the
Tennessee office of Bluepoint Services. The direct number is
901-757-6476. A toll free number using "BLUE" as an acronym
will be sought. This number shall be answered as Bluepoint
Services.
6. LMG will use Bluepoint content management software for all
applications and customers such as Digital Signage and Kiosk
Applications.
7. LMG will list Bluepoint as a business partner on its website
in development.
8. LMG retains first right of refusal to counter any offer by
third parties to acquire Bluepoint Technologies within 3
business days of receipt of a verified legitimate offer by a
third party. This first right of refusal shall succeed this
agreement for 1 year after any termination under paragraph
9.01(d) below.
9. Accounting for transactions related to this agreement.
Bluepoint Technologies:
1. Bluepoint shall establish and market Bluepoint Services.
2. Bluepoint will market the Tennessee offices of LMG as the
office of Bluepoint Services.
3. Bluepoint Services include managed network, broadband
installations, equipment installations, and network
management.
4. Bluepoint Services shall coordinate service calls and hardware
sales on any inquiry not needing LMG marketing services.
5. Bluepoint Services shall be responsible for billing and
collecting on funds for such services and the proper
accounting thereof.
6. Bluepoint shall produce the co-branded version of Bluepoint
software for LMG to be used only by LMG.
7. Bluepoint will list LMG has one its business partners on its
website under the Bluepoint Services and Entertainment
Sections.
ARTICLE IV
ALLOCATIONS
4.01 Profits. Commencing on the date hereof and ending on the
termination of the business of the Strategic Alliance Agreement, all profits and
other allocations shall be allocated as follows at the conclusion of each fiscal
month:
Limelight Media Group 75%
Bluepoint Technologies 25%
ARTICLE V
RIGHTS AND DUTIES OF THE STRATEGIC ALLIANCE AGREEMENT
5.01 Business of the Strategic Alliance Agreement. Collectively,
Bluepoint Technologies and David V. Lott, Limelight Media Group shall have full,
exclusive and complete authority and discretion in the management and control of
tbusiness of the Strategic Alliance Agreement for the purposes herein stated and
shall make all decisions affecting the business of the Strategic Alliance
Agreement. At such, any action taken shall constitute the act of, and serve to
bind, the Strategic Alliance Agreement.
ARTICLE VI
AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE STRATEGIC ALLIANCE
AGREEMENTERS
6.01 Validity of Transactions. Affiliates of the parties to this
Agreement may be engaged to perform services for the Strategic Alliance
Agreement. The validity of any transaction, agreement or payment involving the
Strategic Alliance Agreement and any Affiliates of the parties to this Agreement
otherwise permitted by the terms of this Agreement shall not be affected by
reason of the relationship between them and such Affiliates or the approval of
said transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement. The parties to
this Agreement and their respective Affiliates may have interests in businesses
other than the Strategic Alliance Agreement business. The Strategic Alliance
Agreement shall not have the right to the income or proceeds derived from such
other business interests and, even if they are competitive with the Partnership
business, such business interests shall not be deemed wrongful or improper.
ARTICLE VII
PAYMENT OF EXPENSES
All expenses of the Strategic Alliance Agreement borne by each party in
the performance of its duties shall be paid by that party without obligation to
the other party.
ARTICLE VIII
INDEMNIFICATION OF THE STRATEGIC ALLIANCE AGREEMENTRS
The parties to this Agreement shall have no liability to the other for
any loss suffered which arises out of any action or inaction if, in good faith,
it is determined that such course of conduct was in the best interests of the
Strategic Alliance Agreement and such course of conduct did not constitute
negligence or misconduct. The parties to this Agreement shall each be
indemnified by the other against losses, judgments, liabilities, expenses and
amounts paid in settlement of any claims sustained by it in connection with the
Strategic Alliance Agreement.
ARTICLE IX
DISSOLUTION
9.01 Events of the Strategic Alliance Agreementers. The Strategic
Alliance Agreement shall be dissolved upon the happening of any of the following
events:
(a) The adjudication of bankruptcy, filing of a petition pursuant to a
Chapter of the Federal Bankruptcy Act, withdrawal, removal or
insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or
substantially all, of the Strategic Alliance Agreement assets.
(c) Mutual agreement of the parties.
(d) Each party reserves the right to dissolve the agreement with 90 day
legal notice issued to other party stating reason's for termination,
for example if the parties mutually agree that this agreement is not
performing as intended.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01 Books and Records. Each party of the Strategic Alliance Agreement
shall keep adequate books and records at its place of business, setting forth a
true and accurate account of all business transactions arising out of and in
connection with the conduct of the Strategic Alliance Agreement.
10.02 Validity. In the event that any provision of this Agreement shall
be held to be invalid, the same shall not affect in any respect whatsoever the
validity of the remainder of this Agreement.
10.03 Integrated Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof, and there are no agreements, understandings, restrictions or
warranties among the parties other than those set forth herein provided for.
10.04 Headings. The headings, titles and subtitles used in this
Agreement are for ease of reference only and shall not control or affect the
meaning or construction of any provision hereof.
10.05 Notices. Except as may be otherwise specifically provided in this
Agreement, all notices required or permitted hereunder shall be in writing and
shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, certified or registered mail, return receipt requested,
addressed to the parties at their respective addresses set forth in this
Agreement or at such other addresses as may be subsequently specified by written
notice.
10.06 Applicable Law and Venue. This Agreement shall be construed and
enforced under the laws of the State of Nevada.
10.07 Other Instruments. The parties hereto covenant and agree that
they will execute each such other and further instruments and documents as are
or may become reasonably necessary or convenient to effectuate and carry out the
purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
On behalf of:
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By: _______________________ By: _______________________
Its: ______________________ Its: ______________________