Exhibit 10
MIDDLE NETWORK REGION AGREEMENT
(INDIA)
THIS AGREEMENT is made and effective as of
the 20th day of December 2005,
BETWEEN:
MIDNET (CANADA), INC.
a British Columbia corporation with an office at
Suite 300 - 1055 West Hastings Street Vancouver, B.C.
V6E 2E9
("MIDNET")
AND:
THORNTON & ASSOCIATES LTD.
a British Columbia corporation
with an office at Suite 360 -
650 W.41st Ave., North Office Tower
Vancouver, B.C.
V5Z 2M9
("THORNTON")
WHEREAS:
A. MidNet provides wholesale
private data and enables video telephony
networking services (the "MIDNET SERVICES") to it's clients
through
its private "Middle Network" (the "TMN");
B. MidNet desires to establish
territories globally for the purpose of
building distribution channels (the "CHANNELS") for MidNet
services;
C. Thornton provides business
development services (the "THORNTON
SERVICES") for North American companies desiring to do business
in
India;
D. MidNet desires for Thornton
to establish the India territory for
MidNet
Services;
E. Thornton desires to
establish the India territory for MidNet Services.
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NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency
of which is hereby acknowledged by the
Parties, the Parties covenant and agree
with each other as follows:
1. DEFINITIONS AND
INTERPRETATION
1.1.
DEFINITIONS
In this agreement unless the context otherwise requires:
"AGREEMENT" means this agreement;
"ASSIGNMENT" means the transference of this Agreement by Thornton
to a
third party acceptable to MidNet;
"CONFIDENTIAL INFORMATION" means all information which one of
the
Parties will have access to or come into possession of which is
confidential and proprietary to the other Party and which is
either
declared to be confidential or proprietary in nature and includes,
but
is not limited to , the terms and pricing for the Products and
Services, all information contained on or accessible through
the
Partner Portal, as defined hereafter, any information disclosed by
any
third party which the third party is obligated to treat as
confidential or proprietary to one of the Parties hereto, trade
secrets, know-how, processes, standards, product
specifications,
marketing plans and techniques, cost and financial pricing
figures,
all client or customer information (including without limitation
their
names, financial information, address or telephone number), all
systems software applications, all software/systems source and
object
code, data, documentation, program files, flow charts, and all
operational procedures;
"DEVICE AUTHENTICATIONS" means devices authenticated or to be
authenticated by TMN;
"PARTY" means either Thornton or MidNet as is appropriate in
context
and "PARTIES" means both or either of Thornton and MidNet as is
appropriate in context;
"XPORT SERVER" means computers designed and provided by MidNet
to
support Device Authentications and communications services for
TMN.
1.2.
HEADINGS
The division of this Agreement into articles, sections, and/or
subsections and the provision of headings for all or any of them
are
for convenience of reference only and shall not affect the
interpretation of this Agreement.
1.3. USAGE
In this Agreement, unless there is something in the subject matter
or
context inconsistent therewith:
(a) words importing
the singular shall include the plural and vice
versa; and
(b) words importing
gender shall include masculine, feminine and
neuter genders.
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1.4. GOVERNING
LAW
This Agreement shall be governed by and construed in accordance
with
the laws of the Province of British Columbia and the federal laws
of
Canada applicable therein.
2. RELATIONSHIP OF THE
PARTIES
2.1. NOT A
PARTNERSHIP
This Agreement does not and shall not be construed to create a
partnership, joint venture, agency or any other business
relationship
which would authorize either Party to act on behalf of the other or
in
the name of the other. Each of the Parties is and will remain
completely independent of the other.
3. RESPONSIBILITIES OF THE
PARTIES
3.1. DELHI
REGION COMPANY
3.1.1. Thornton is to establish the Delhi Region Company;
3.1.2. Thornton is to allocate 10% of the outstanding and
issued
shares and one seat on the Board of the Delhi Region Company to
MidNet;
3.1.3. Thornton shall pay to MidNet five million USD ($5,000,000)
for
the first Delhi Region;
3.1.4. The Delhi Region Company will form MidNet (India) with
MidNet;
3.1.5. MidNet (India) will form MidNet (Delhi) with the Delhi
Region
Company.
3.2. DELHI
REGION RESELLER RIGHTS
3.2.1. The Delhi Region Company has reseller rights for further
Regions to be established in Delhi State;
3.2.2. Each Region, including the Delhi Region, will be sold for
four
million USD ($4,000,000) for a minimum of one million
(1,000,000)
Device Authentications and one million USD ($1,000,000) for
four
hundred (400) xPort servers, for a total of five million USD
($5,000,000);
3.2.3. Each Region purchaser will receive four hundred (400)
xPort
servers with one million (1,000,000) pre-purchase Device
Authentications upon payment, at twelve thousand five hundred
USD
($12,500) and two thousand five hundred (2,500) Device
Authentications per xPort server;
3.2.4. The Delhi Region Company will receive a 10% fee upon
final
payment from
other Region purchasers in Delhi State.
3.3. DELHI
REGION RIGHTS
3.3.1. Establish a territory of one million (1,000,000) households
in
Delhi State for a minimum of one million (1,000,000) device
authentications;
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3.3.2. Region divisions within Delhi State are to be established
by
the Delhi Region Company;
3.3.3. Franchise divisions with each region are to be established
by
each Region Company
3.3.4. Each Region Company may sell 10 Franchises within its
Region,
as well as ten (10) outlets per Franchisee and one (1) kiosk
per
building within the Franchisee's territory;
3.3.5.
