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THIS MEMORANDUM
OF UNDERSTANDING (“MOU”) is dated July 1,
2009
BETWEEN:
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(1) N8
Concepts, Inc. (N8) OTCBB: NECO FBO through merger with
ECOBLU
PRODUCTS, INC.
(“ECOBLU”); and its contractual relations with FRAMERS
CHOICE,
INC.
(“FCI”) AND SC BLUWOOD, INC. (“BLU”);
and
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(2) VAULT
TECHNOLOGY, INC., a publicly traded company, OTCBB: VULT
(“VULT”)
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Referred to
individually or collectively as “the Party” or
“Parties”.
This Memorandum
of Understanding (“MOU”) sets out the terms in
principle that have been discussed between the Parties relating to
the exclusive distribution and licensing rights to all N8, FCI, and
BLU Intellectual Property and Products in the International
Geographic Region described in Schedule “A” (the
“Transaction); VULT will become the exclusive International
sales, distribution, and licensing company in schedule
A.
This MOU is not
intended to be contractually binding and is subject to the
satisfaction of any and all conditions set out below as well as the
negotiation of a definitive Distribution and Licensing Joint
Venture Agreement (the “JVA”) between the Parties.
Nevertheless, the Parties desire to execute this MOU to evidence
their intention to proceed in mutual good faith to complete the
work required to negotiate the Joint Venture Agreement on terms
that are consistent with this MOU.
WHEREAS:
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A.
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N8 will sell
the Exclusive Distribution and Licensing rights to its Intellectual
Property and products to VULT for the following
consideration:
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a.
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$250,000,
payable at a rate of $50,000 per month for five months.
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b.
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Entry into a
joint venture revenue sharing agreement negotiated in good faith,
and;
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c.
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An equity
payment of 10% of the outstanding restricted common stock of VULT
at the time of closing of the Transaction.
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B.
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The Parties
recognize that the proposed transaction will require due diligence,
investigation, documentation and approvals. This will include the
preparation and approval of a definitive share purchase
agreement
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