This Strategic Alliance Agreement involves
Title: STRATEGIC ALLIANCE AGREEMENT
Industry: Computer Services Sector: Technology
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement is made and entered into this 9th day of
September 2005, by and between UTEK Corporation ("UTK"), 202 South Wheeler
Street, Plant City, Florida 33563, a Delaware Corporation, and World Energy
Solutions, ("AVDU") 3900A 31ST Street North, St. Petersburg, Florida, a Florida
WHEREAS, AVDU 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
AVDU 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
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. AVDU shall be solely responsible for making all payments to and on
behalf of its employees and UTK shall in no event be liable for any debts or
other liabilities of AVDU.
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.
UTK agrees to provide the following services, hereinafter collectively referred
to as "Services":
See "CONFIDENTIAL TERM SHEET" (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 AVDU, as is reasonable and
adequate to render the Services contemplated by this Agreement.
B. UTK cannot guarantee results on behalf of AVDU, 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 AVDU or at another mutually
agreed upon place, during normal business hours, for reasonable periods of
time, subject to reasonable advance notice and mutually convenient
2. Make itself available for telephone conferences with the principal
officer(s) of AVDU during normal business hours.
It is expressly agreed and understood that each party shall be responsible for
its own normal and reasonable out-of-pocket expenses.
A. In consideration for the services to be provided, AVDU agrees that it
will remit the agreed upon stock certificate within five (5) days of both
parties executing this Agreement.
B. AVDU agrees that UTK shall be entitled to compensation as follows:
See Strategic Alliance CONFIDENTIAL TERM SHEET (Exhibit A) attached and made a
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 30 days written notice.
VII. LEGAL COMPLIANCE
AVDU 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 AVDU, shall be released without the prior
written consent and approval of both UTK and AVDU.
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 AVDU or UTK is a party or by which either entity may
be bound or affected.
E. TIMELY APPRISALS. AVDU 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 AVDU and UTK have full legal authority to
enter into this Agreement and perform the same in the time and manner
G. The individuals whose signatures appear below are authorized to sign
this Agreement on behalf of their respective
H. AVDU will cooperate with UTK and will promptly provide UTK with all
pertinent materials and requested information in order for UTK to perform its
Services pursuant to this Agreement.
I. When delivered, the shares of AVDU Common Stock shall be duly and
validly issued, fully paid and non-assessable.
J. UTK represents to AVDU that a) it has the experience as may be necessary
to perform all the required, b) all Services will be performed in a professional
manner, and c) all individuals it provides to perform the Services will be
appropriately qualified and subject to appropriate agreements concerning the
protection of trade secrets and confidential information of which such persons
may have access to over the term of this Agreement.
K. Until termination of the engagement, AVDU will notify UTK promptly of
the occurrence of any event, which might materially affect the condition
(financial or otherwise), or prospects of AVDU.
VIII. CONFIDENTIAL DATA
A. UTK shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the business and
affairs of AVDU, obtained by UTK as a result of its engagement hereunder, unless
authorized, in writing by AVDU. UTK represents and warrants that it has
established appropriate internal procedures for protecting the trade secrets and
confidential information of, AVDU including, without limitation, restrictions on
disclosure of such information to employees and other persons who may be engaged
in such information to employees and other persons who may be engaged in
rendering services to any person, firm or entity which may be a competitor of
B. AVDU shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the business and
affairs of UTK or confidential information revealed by UTK obtained as a result
of its engagement hereunder, unless authorized, in writing, by UTK.
C. UTK shall not be required in the performance of its duties to divulge to
AVDU, or any officer, director, agent or employee of AVDU, any secret or
confidential information, knowledge, or data concerning any other person, firm
or entity (including, but not limited to, any such person, firm or entity which
may be a competitor or potential competitor of) which UTK may have or be able to
obtain other than as a result of the relationship established by this Agreement.
IX. OTHER MATERIAL TERMS AND CONDITIONS
1. UTK shall indemnify, defend and hold harmless AVDU from and against
any and all losses incurred by AVDU which arise out of or result from
misrepresentation, breach of warranty or breach or non- fulfillment of any
covenant contained herein or Schedules annexed hereto or in any other
documents or instruments furnished by UTK pursuant hereto or in connection
with this Agreement.
2. AVDU shall indemnify, defend and hold harmless UTK from and