Exhibit 10.7
STRATEGIC
ALLIANCE Agreement
This Strategic Alliance Agreement is made and entered
into this _____day of November 2003, by and between UTEK
CORPORATION (“UTK”), 202 South Wheeler Street, Plant
City, Florida 33566, a Delaware Corporation, and Magic Media
Networks, Inc (MGCN), 530 N. Federal Highway, Ft. Lauderdale, Fla
33301, a Delaware Corporation.
WITNESSETH:
WHEREAS, MGCN desires to engage UTK to provide the services as set
forth in this Agreement, and
WHEREAS, UTK is agreeable to provide these services.
NOW THEREFORE, in consideration of the mutual promise made in this
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
I. ENGAGEMENT
MGCN hereby retains UTK to provide those services as defined herein
and UTK hereby agrees to the appointment on the terms and
conditions hereinafter set forth and agrees to use commercially
reasonable efforts in providing said services.
II. INDEPENDENT CONTRACTOR
UTK shall be, and in all respects be deemed to be, an independent
contractor in the performance of its duties hereunder.
A. MGCN shall be solely responsible for making all payments to
and on behalf of its employees and UTEK shall in no event be liable
for any debts or other liabilities of.
B. UTK shall not have or be deemed to have,
fiduciary obligations or duties to, and shall be able to pursue,
conduct and carry on for its own account (or for the account of
others) such activities, ventures, businesses and other pursuits as
UTK in its sole, absolute and unfettered discretion, may elect.
C. Notwithstanding the above, no activity,
venture, business or other pursuit of UTK, during the term of this
Agreement shall conflict with UTK’s obligations under this
Agreement.
III. SERVICES
UTK agrees to provide the following services, hereinafter
collectively referred to as “Services”:
See Strategic Alliance Summary (exhibit a) attached
and made a part hereof.
A. UTK shall devote such time and efforts,
as it deems commercially reasonable, under the circumstances to the
affairs of, as is reasonable and adequate to render the Services
contemplated by this Agreement.
B. UTK cannot guarantee results on behalf
of, but shall pursue all reasonable avenues available through its
network of contacts. The acceptance and consumption of any
transaction is subject to acceptance of the terms and conditions by
in its sole discretion.
C. In conjunction with the Services, UTK
agrees to:
1. Make itself available at the
offices of or at another mutually agreed upon place, during normal
business hours, for reasonable periods of time, subject to
reasonable advance notice and mutually convenient scheduling.
2. Make itself available for
telephone conferences with the principal officer(s) of during
normal business hours.
IV. EXPENSES
It is expressly agreed and understood that each party shall be
responsible for its own normal and reasonable out-of-pocket
expenses.
V. COMPENSATION
A. In consideration for the services,
agrees that UTK shall be entitled to compensation as follows:
See Strategic Alliance CONFIDENTIAL TERM SHEET
(exhibit a) attached and made a part hereof.
VI. TERM AND TERMINATION
The term of the Agreement will be for 12 months unless terminated
sooner.
This Agreement may be renewed upon mutual, written agreement of the
parties.
Either party may terminate this agreement at any time with 90 days
written notice.
VII. LEGAL COMPLIANCE
MGCN agrees that it will put in place, if it has not already
done so, policies and procedures relating to and addressing, with
the commercially reasonable intent to ensure compliance with,
applicable securities laws, rules and regulations, including, but
not limited to:
A. The use, release or
other publication of forward-looking statements.
B. Disclosure
requirements regarding the required disclosure of the nature and
terms of UTK’s relationship with, including, but not limited
to press releases, publications on its web site, letters to
investors and telephone or other personal communication with
potential or current investors.
C. No press
releases or any other forms of communication to third parties,
which mention both UTK CORPORATION and MGCN, shall be released
without the prior written consent and approval of both UTK and
MGCN.
D. EXECUTION.
The execution, delivery and performance of this Agreement, in the
time and manner herein specified will not conflict with, result in
a breach of, or constitute a default under any existing agreement,
indenture, or other instrument to which either MGCN or UTK is a
party or by which either entity may be bound or affected.
E. TIMELY
APPRAISALS. MGCN shall use its commercially reasonable
efforts to keep UTK up to date and apprised of all business, market
and legal developments related to and its relationship to UTK.
F. CORPORATE
AUTHORITY. Both MGCN and UTK have full legal authority to
enter into this Agreement and perform the same in the time and
manner contemplated.
G. The individuals whose
signatures appear below are authorized to sign this Agreement on
behalf of their respective corporations.
