Exhibit 10.1
TRANSITION
AGREEMENT
THIS TRANSITION AGREEMENT (this
“ Agreement ”) dated May 2, 2005, is by and
between INVESTools Inc., a Delaware corporation (“
INVESTools ”), and CNBC, Inc., a Delaware
corporation (“ CNBC ”). Each of INVESTools
and CNBC is a “ Party ” and, collectively, they
are the “ Parties .”
WHEREAS, the Parties entered into
that certain binding Letter of Intent dated as of February 20,
2002 and an addendum dated March 21, 2002 (collectively, the
“ Original Contract ”), pursuant to which
INVESTools conducted CNBC-branded investor education
programs;
WHEREAS, the Original Contract
expired under its terms in May 2004, and since then the
Parties have been negotiating an extension in good faith and have
continued to operate under the terms of the Original Contract;
and
WHEREAS, in light of their diverging
business interests, the Parties now desire to mutually terminate
the Original Contract and terminate negotiations for an extension,
so that they can be released and forever discharged from further
performance thereunder.
NOW, THEREFORE, in consideration of
the premises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
Section 1.
Termination
. Each Party acknowledges and
agrees that the Original Contract will be terminated effective as
of the date five (5) business days after the date hereof (the
“ Termination Date ”) and that all negotiations
for an extension shall cease and that no Party shall thereafter
have any liabilities, rights, duties or obligations to any other
Party (or its successors or assigns) under or in connection with
the Original Contract, other than those provided in Sections 11,
16, 17 and 20 of the Original Contract, which shall survive in
perpetuity.
Section 2.
Transition
. Each Party acknowledges and
agrees that INVESTools, at its sole cost and expense, is
entitled
(a)
to continue to use the
“Education Products” and other CNBC-branded or CNBC
University-branded materials (collectively, “ CNBC-branded
Materials ”) that have been approved by CNBC, only until
the Termination Date;
(b)
to make efforts to transition,
transfer, and/or retain, and to solicit, “prospects,”
“leads” and “customers” to other
INVESTools’ products (regardless of brand) and/or the
Education Products, including (without limitation) by using any
“prospect,” “lead” and/or
“customer” lists;
(c)
to provide notice to
“prospects,” “leads” and/or
“customers” of the Parties’ mutual agreement to
terminate their business relationship pursuant to this
Agreement;
