(f) This Agreement covers the entire agreement between the Parties with respect to their subject matter and supersedes all prior statements (oral or written) by either Party and all prior agreements, understandings and arrangements. If you work in software development, you should think about it: the need to work together often brings together large companies with small houses specializing in software. We work for small specialized software houses and we often see how easy it is for them to be planned by large companies with their own internal teams when they don`t have good lawyers. This joint venture agreement has the following specialities: 1) aggregation, 2) content, 3) software development and 4) software adaptation. This Joint Venture Agreement (“Agreement”) will enter into effect on March 17, 2003 between English Computerized Learning, Inc., the Content Source Client Partner (“CSP”) based in No. 208, 5405 – 99th Street, Edmonton, Alberta, Canada T6E 3N8 and asia Broadband, Inc., Education – Applications Client Client Partner (“E-ASP”), based at 10 Glen Lake Parkway, Suite 130. Atlanta, Georgia 30328. For the purposes of this Agreement, “E-ASP” means Asia Broadband, Inc. or any of its related companies or subsidiaries. It is also agreed that the exclusive rights will be reviewed first after 12 months after the signing of the contract, and then annually on the occasion of the anniversary of the contract. If both parties are satisfied, they will declare in writing their agreement to continue as described above for a period of five years. It is also agreed that CSP will immediately transfer to E-ASP its existing contract with its agent in China, but it is considered that the operational logistics and deployment of the parties concerned (CSP, E-ASP and CSP`s Agent) can take a period of 3 months. On this basis, the agreement applies exclusively to E-ASP and CSP agents that are assigned to e-ASP.
5. E-ASP has the exclusive right to market in all markets the PP CE online series developed by E-ASP in the P.R. China sector for an initial period of 5 years. Thereafter, the licensor (CSP and E-ASP) continues to receive a stake/royalty on the sale of this software and still has the right to continue the distribution of this software platform for the benefit of the joint venture partnership (CSP and E-ASP). (Continued on next page) 28. All common next-generation programs and program formats using CSP`s PP series integrated IP can be marketed and distributed worldwide. 12. In order to prevent direct competition in the field of P.R.
China, CSP, as a joint venture, accepts the PP CE online series and guarantees that there will be only one version(s) pp(s) of the online series(s) in the territory of P. R. China. The recipient is informed that this information may be subject to a confidentiality agreement. If such an agreement is not yet in force, the recipient, by accepting this agreement, acknowledges that the information contained in this agreement is strictly protected by copyright and confidential and therefore may not be published, reproduced, copied or transmitted to persons other than the recipient`s staff who are subject to the same obligation of confidentiality. Certain rights may also be shared between you and the other parts of the Joint Undertaking. For example, you want to retain the right to grant the software, while the right of assignment may be subject to the approval of all parties….
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