EXHIBIT 10.1
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UTEK
STRATEGIC ALLIANCE AGREEMENT
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This Strategic Alliance Agreement is made and entered into this
25th day of July
2006, by and between UTEK Corporation ("UTEK"), a Delaware
Corporation, 202
South Wheeler Street, Plant City, Florida 33563, and MM2 Group,
Inc. ("MMGP"), a
New Jersey Corporation, 750 Highway 34, Matawan, New Jersey
07747.
WITNESSETH:
WHEREAS, MMGP desires to engage UTEK to provide the services as
set
forth in this Agreement, and
WHEREAS, UTEK 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. SERVICES
A.
To identify
technology acquisition opportunities for MMGP from
research universities and government laboratories, while
maintaining
MMGP's
confidentiality.
B.
In conjunction
with the Services, UTEK agrees to:
I. Make itself
available at the offices of MMGP 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.
II. Make itself
available for telephone conferences with the
principal officer(s) of MMGP during normal business hours.
C.
MMGP will have
30-days from receipt of information to determine if
they wish to go forward with the technology license. UTEK, after
30
days, shall have the right to present the technology to other
clients.
D.
MMGP acknowledges that the sources
of technologies represented by UTEK
are 3rd party research institutions for which UTEK does not
control
whether the technology will be shown to other parties by the
licensor.
E.
At MMGP's
request and upon mutual agreement between MMGP and UTEK,
UTEK will negotiate and seek to acquire a license to the
requested
technology for subsequent sale to and acquisition by MMGP.
F.
On a
case-by-case basis, at MMGP's request and UTEK's sole
discretion,
UTEK will propose an equity-financing plan for MMGP's
consideration,
to finance select technology acquisition opportunities for
MMGP.
G.
MMGP will not
seek to acquire any technologies presented to MMGP by
UTEK from the technology developer directly or indirectly for a
period
of 24 months following the termination of this Strategic
Alliance
Agreement.
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H.
UTEK shall
devote such time and efforts, as it deems commercially
reasonable, under the circumstances to the affairs of MMGP, as
is
commercially reasonable and adequate to render the Services
contemplated by this Agreement.
I.
UTEK cannot
guarantee results on behalf of MMGP, 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.
J.
MMGP will
cooperate with UTEK and will promptly provide UTEK with all
pertinent materials and requested information in order for UTEK
to
perform its Services pursuant to this Agreement
II. INDEPENDENT CONTRACTOR
UTEK shall be, and in all respects be deemed to be, an independent
contractor in
the performance of its duties hereunder.
A. MMGP 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 MMGP.
B. UTEK 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 UTEK, in
its sole, absolute and unfettered discretion, may elect.
C.
Notwithstanding the above, no activity, venture, business or
other pursuit of UTEK, during the term of this Agreement shall
conflict with UTEK's obligations under this Agreement.
III. EXPENSES
It is expressly agreed and understood that each party shall be
responsible for
its own normal and reasonable out-of-pocket expenses.
IV. COMPENSATION
A. In
consideration for providing these Services, MMGP shall pay
UTEK $120,000 in the form of unregistered shares of common
stock
(1,411,765 shares) upon the execution of this Strategic
Alliance
Agreement. 1/12 of the shares (117,647) shall vest each month
during the term of this Agreement. In lieu of payment of
shares,
MMGP shall have the option of paying UTEK $10,000 per month for
the Services described in this Agreement.
If this Agreement is terminated any unvested shares will be
returned to MMGP.
B. In
consideration for the services to be provided herein, MMGP
agrees that it will remit the agreed upon stock certificate or
cash payment within five (5) days of both parties executing
this
Agreement. If no consideration is received in the timeline,
UTEK
has the unilateral option to terminate this Agreement.
C. MMGP agrees
that UTEK shall be entitled to additional
compensation as follows:
Technology Transfer: When a technology is shown to MMGP that
MMGP
wants to acquire, UTEK will seek to acquire the license to a
technology through one of its subsidiaries. UTEK will then seek
to provide a term sheet to MMGP outlining the consideration to
be
paid by MMGP for the acquisition of this technology. If MMGP
executes the term sheet, agreeing to the terms set forth, UTEK
shall transfer this subsidiary to MMGP in a stock for stock
exchange under an "Agreement and Plan of Acquisition." The
consideration to be paid by MMGP to UTEK will be based upon a
markup to the value of the license and other assets in the
subsidiary as determined by UTEK and agreed to by both parties.
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V. 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
