BUSINESS COOPERATION AGREEMENT

Cooperation Agreement

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Intelligentias Software | Intelligentias, Inc

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Title: BUSINESS COOPERATION AGREEMENT
Governing Law: California Date: 3/28/2008
Industry: SOFTWR Sector: TECHNO

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kl03044_ex10-2.htm

EXHIBIT 10.2

BUSINESS COOPERATION AGREEMENT

This BUSINESS COOPERATION AGREEMENT (the “Agreement”) is made as of this 28th day of February, 2008, by and between Intelligentias, Inc., a Nevada corporation (“Intelligentias”), and Datakom Gesellschaft fuer Datenkommunikation mbH, a German corporation (“Datakom”).

WHEREAS, Intelligentias is a leading provider of forensic data retention software (the “Intelligentias Software”) for telecommunications companies, Internet service providers (ISPs), businesses and law enforcement agencies;

WHEREAS, the focus of Datakom’s main business line named G-TEN is system integration and creation of products which allow for lawful interception of telecommunications for law enforcement agencies and intelligence services (the “DATAKOM/GTEN Products”)

WHEREAS, Intelligentias and Datakom desire to enter into an arrangement for the purpose of cooperatively marketing and selling the Intelligentias Software and the DATAKOM/GTEN Products (hereinafter referred to together as the “Contractual Products”); and

WHEREAS, this Agreement defines the rights and responsibilities of Intelligentias and Datakom in furthering such objectives.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.	Joint Marketing.

The parties agree to engage in, on a case by case basis, and in any case on a non-exclusive (except as defined herein) basis, cooperative marketing efforts to promote the sale of Contractual Products as described herein.

Within thirty (30) days of the date of this Agreement, the parties will develop an initial plan to jointly market and sell the Contractual Products to mutually identified customers (the “Targeted Clients”). In addition to directly marketing and promoting the Intelligentias Software by Intelligentias and Datakom/GTEN Products by Datakom to the Targeted Clients, the parties will (a) introduce other selling opportunities to the other party’s sales force in new markets and (b) participate, when necessary, in joint sales calls with the other party. Each of Intelligentias and Datakom shall use reasonable commercial efforts to identify sales opportunities for the services of the other party. Should either party identify a sales opportunity for the services of the other party, the party

identifying such sales opportunity shall invite, by written invitation, the other party to participate is such sales opportunity.

If one party (the “Inviting Party”) invites the other party (the “Invited Party”) to a prospective client for a sales opportunity as set forth in this Section 1, and the Invited Party accepts such invitation, then, for a period of three (3) months following such introduction, the Invited Party agrees not to recommend to such prospective client any company that provides products competitive to the Inviting Party. The parties acknowledge and agree to always represent the other party’s services in a positive manner.

The parties acknowledge and agree that when jointly marketing the Contractual Products to a potential client each party is responsible for the pricing of their respective products. At times, Intelligentias’s pricing and Datakom’s pricing may be combined in a single proposal to be presented to a potential client by either Intelligentias or Datakom. Notwithstanding that Intelligentias’s pricing and Datakom’s pricing may be combined in an initial proposal each party will enter into a separate agreement with the client regarding the provision of their respective services and payment for their respective services unless the parties mutually agree in writing to have one party enter into a relationship with the potential client. In the event the parties enter into one agreement with a client for the payment of the Intelligentias Software and Datakom/GTEN Products the parties will, prior to the execution of any such agreement with a potential client, mutually agree as to how each party will get paid for the provision of their software.

Within ten (10) days of the date of this Agreement, Intelligentias and Datakom will each dedicate one (1) full time senior sales person/consultant to promote –the sale of the Intelligentias Software and Datakom/GTEN Products to the Targeted Clients as well as other potential clients. Within thirty (30) days of the date of this Agreement, the Intelligentias dedicated person and the Datakom dedicated person will meet to discuss the promotion of the Intelligentias Software and Datakom/GTEN Products to the Targeted Clients.

Within thirty (30) days of the date of this Agreement, the Intelligentias dedicated person and the Datakom dedicated person shall develop, on a case by case basis, a client sales presentation which discusses the benefits of both the Intelligentias Software and Datakom/GTEN Products to enable each party’s sales associates/consultants to effectively market and sell both the Intelligentias Software and Datakom/GTEN Products to Targeted Clients. In addition, the Intelligentias dedicated person and the Datakom dedicated person agree to arrange introductory meetings between Datakom sales associates/consultants (to be identified in Datakom’s sole discretion) and members of Intelligentias sales associates/consultants (to be identified in Intelligentias’s sole discretion) to explain the Intelligentias Software

and Datakom/GTEN Products when appropriate and in view of a concrete project/sale activity. The parties acknowledge and agree that each party will bear its own costs related to the development of the sales presentation and introductory meetings described in this Section 1(f). For clarification, no party should market the other party’s products or approach any Targeted Client without prior mutual agreement of the parties.

Both parties agree to work together to develop the appropriate sales support literature on a case by case basis that will appropriately describe how the parties’ services work in conjunction with each other, provided, however, that such literature shall only be used following written approval by both parties. Such collateral shall include, but not be limited to, direct mailing materials for transmission to current customers of Intelligentias and Datakom, white paper(s), sales presentations and/or case studies. All collateral materials developed pursuant to this Section 1(g) shall contain the proprietary marks of both parties. The parties shall have a joint ownership interest in all such collateral materials and each shall have an unlimited right and license to use, copy, modify and distribute such materials. Each of the parties may distribute, to any of its customers, potential customers and partners, copies of any and all jointly-developed sales collateral. The parties may also mutually agree to present together at trade shows, seminars and/or conferences at each party’s own cost and expense.

The parties acknowledge and agree to mutually evaluate new technology and services that allow both parties to expand the delivery of the Intelligentias Software and other Intelligentias product offerings and the Datakom/GTEN Products and other product offerings of Datakom on a case by case basis.

2.	Exclusive Marketing Rights to G-TEN Line of Products

Datakom hereby appoints Intelligentias, and Intelligentias hereby accepts such appointment, as Datakom’s exclusive representative to market the G-TEN line of products as further described on Exhibit A hereto (the “GTEN Products”) to end-users in the territories set forth on Exhibit B hereto (the “Territories”) and provide installation and maintenance services, on an as requested basis with respect the GTEN Products to end-users in the Territories.

Datakom shall supply Intelligentias with copies of Datakom’s marketing materials for the GTEN Products when appropriate and on a case by case basis. Intelligentias is authorized to make copies of the marketing materials for distribution to end-users, upon written approval of Datakom in each individual case.

c.	Datakom shall provide Intelligentias, at no cost to Intelligentias, with all modifications and enhancements to the GTEN Products which are made generally available to users of the GTEN Products.

Datakom has already provided to Intelligentias, at no cost to Intelligentias, basic and advanced technical training regarding the marketing, installation, use, and maintenance of the GTEN Products. Datakom will provide periodic technical training sessions, technical assistance, by correspondence, telephone, facsimile transmission, electronic mail, visits of Datakom personnel and other mutually agreed upon means regarding the marketing, installation, use and maintenance of the GTEN Products, whereby the means of assistance in each individual case shall be in Datakom’s own discretion.

Datakom hereby grants to Intelligentias, subject to the terms and conditions contained in this Agreement, an exclusive and non-transferable license to (i) market and provide installation and maintenance services, as provided in this Agreement, with respect to the GTEN Products within the Territories and (ii) use the GTEN Products to the extent required to fulfill Intelligentias’s marketing and related services and support obligations under this Agreement.

Datakom warrants that it has the right to grant to Intelligentias a license for the marketing, support and use of the GTEN Products contemplated by this Agreement. Datakom warrants that the GTEN Products will substantially conform with the functionality described in the GTEN Products technical documentation. The foregoing warranty shall be void if any error or malfunction with respect to the GTEN Products is caused by machine malfunction, by modification not made or authorized by Datakom, or by incorrect data or procedures used by Intelligentias. Datakom’s sole obligation with respect to any GTEN Products which does not perform as warranted will be to use its best efforts to correct, at its expense, any error by repair or replacement of the GTEN Products Intelligentias shall make no representation or warranty concerning the GTEN Products other than those which are in all respects consistent with, and do not expand the scope of, Datakom’s representations and warranties in this Agreement. The foregoing warranties in this Section 2(f) are given in lieu of all other warranties, whether express or implied, in fact or in law, including the implied warranties of merchantability and fitness for a particular purpose.

Resale. During the Term of this Agreement, each party may order on a case by case basis computer software systems and services from the other party for resale to end-users on a non-exclusive world-wide basis. Such resales shall be subject to the terms, conditions and restrictions as agreed between the parties in each individual case. The parties hereby further agree that, subject to applicable law, (i) any resales from Datakom to Intelligentias shall be governed by German Law and that any disputes arising from or in conjunction with such resale shall be referred to the courts for the administrative area in which Datakom has its

statutory seat; and (ii) any resales from Intelligentias to Datakom shall be governed by the laws of the State of California, without giving effect to the choice of law principles thereof, and that any disputes arising from or in conjunction with such resale shall be referred to the state or federal courts in San Francisco or San Mateo County, California.

Compensation. Except as set forth in this Agreement or the Exhibits hereto, as full compensation for the arrangements and obligations set forth herein, Intelligentias agrees to pay Datakom two million one hundred fifty thousand United States dollars (US$2,150,000), which shall be due and payable pursuant to the Escrow Agreement, dated as of February 28, 2008, attached hereto as Exhibit C.

Confidentiality. In connection with performing the services detailed in this Agreement, each party (“Discloser”) may disclose to the other (“Recipient”) certain proprietary and confidential information (“Information”), which Information shall be maintained in confidence by the Recipient in accordance with this Section 5.

a.	Recipient agrees that it shall maintain the Information in confidence and limit its use to the purposes specified in this Agreement using at least the same degree of care as it employs with respect to its own proprietary and confidential information.

b.	Discloser agrees that Recipient shall have no obligation with respect to any Information which:

(1)	is now or hereafter becomes publicly known,

(2)	is disclosed to Recipient by a third party that Recipient believes is legally entitled to disclose such information,

(3)	is known by Recipient prior to its receipt of the information,

(4)	is disclosed to a third party with the Discloser’s written consent,

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