Exhibit 10.1
STRATEGIC ALLIANCE AGREEMENT
WHEREAS, Gridline Communications Holdings,
Inc. (GCH), a Delaware Corporation
and the Ibero American Science and
Technology Education Consortium (ISTEC) a
501C3 Not for Profit Organization, believe
that it is in their mutual best
interests to pursue opportunities to
provide high speed broadband internet and
associated services, products and equipment
to ISTEC members and affiliates, as
further defined in Section 1 below,
pursuant to this Agreement and by way of a
Strategic Alliance relationship established
in accordance with the terms and
subject to the conditions set forth
below.
NOW,
THEREFORE, in consideration of the foregoing and the premises
and
agreements set forth herein, and upon the
terms, covenants and conditions
hereinafter set forth, the parties hereto
agree as follows:
1.
PURPOSE. The purpose of the Strategic Alliance shall be to a)
provide
broadband, high speed internet and
associated services, products and equipment
to ISTEC members and member affiliates and
b) create a financial mechanism
consistent with the requirements and
restrictions of an operating Not for Profit
Organization, in order to;
a). Enable
and propagate broadband access to critical and necessary
information and;
b).
Provide full web based services and applications through the
broadband
access and;
c). to
engage in all other activities and transactions that are
necessary
in furtherance of that purpose (the "OPERATIONS").
2.
LIMITATION ON BUSINESS. The business of the Strategic Alliance
shall be
limited to the conduct of Operations within
the ISTEC Membership and affiliates.
Operations outside the Membership and
affiliates shall be agreed to by the
parties on a case by case basis.
3.
STRATEGIC ALLIANCE PARTY RESPONSIBILITIES.
A) GLCH shall be responsible for the following:
o Design, deployment,
installation and testing of all SA deployed
products
o Ongoing provisioning
and management of the deployed network(
