Agreement协议书.docx

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Call Option Agreement选择权协议.docx

Call Option Agreement选择权协议BETWEEN: AAA Inc., a corporation organized under the laws of _________(PLACENAME), whose principal offices are located at _________(ADDRESS)., represented by Matthew Bannick, duly authorized for the purposes hereof, hereafter referred to as the "PURCHASER", AS PARTY OF THE FIRST PART, AND : [Seller's _________(NAME) and _________(ADDRESS)], hereafter referred to as the "SELLER", AS PARTY OF THE SECOND PART, Purchaser and Seller being hereafter, from time to time, referred to as the "PARTIES".RECITALS1. The Seller owns shares of iBazar SA, a French societe anonyme with a share capital of Euros _________ divided into _________ shares with a par value of Euros _________ each, whose registered offices are located _________(ADDRESS), registered with the Registry of Commerce and Companies of Paris under number B _________.2. By virtue of a Contribution Agreement signed between the Parties at the date hereof, the Seller undertook to contribute all of the shares of iBazar he owned to a Belgian holding company, AAA Belgium Holdings S.A. ("EBH"), to be set up and wholly owned by the Purchaser. As a result of such contribution, the Seller shall own [Seller's ownership _________] shares of EBH (the "EBH SHARES").3. The Seller hereby irrevocably grants to the Purchaser an option to purchase all of his EBH shares in consideration for shares of the Purchaser, under the terms and conditions set forth thereafter.4. Capitalized items used in this agreement (the "AGREEMENT") and not otherwise defined shall have the meaning assigned to them in the Contribution Agreement referred to in paragraph 2 above.NOW THEREFORE, IT IS AGREED AS FOLLOWS:ARTICLE 1CALL OPTIONSubject to the condition precedent set forth in Article 2 hereafter, the Seller hereby irrevocably undertakes to allow the Purchaser to proceed with the exchange of the EBH Shares for a number of shares of common stock to be issued by Purchaser (the "SHARES") determined in accordance with the formula provide in Exhibit 1 of this Agreement. The right for the Purchaser to call for delivery of the EBH Shares held by the Seller in exchange for the Shares shall be hereafter referred to asthe "CALL OPTION".Should Purchaser elect to exercise the Call Option, it shall exercise it on all the EBH Shares then held by the Seller.ARTICLE 2CONDITION PRECEDENTThis Agreement is subject to the completion of the Closing of the Contribution Agreement referred to in paragraph 2 of the Recitals above, under the terms and conditions set forth in said Contribution Agreement. Should the Closing of the Contribution Agreement not be completed, this Agreement would become null and void.ARTICLE 3DURATIONThe Purchaser shall be entitled to exercise its Call Option at any time during the period of _________ (_________) months commencing _________ (_________) months after the Closing Date (as this term is defined in the Contribution Agreement) (the "CALL OPTION PERIOD").Upon expiration of the Call Option Period, the Purchaser shall forfeit the right under this Agreement to request that the EBH shares held by the Seller be exchanged for the Shares.Notwithstanding the provisions of the first paragraph of this Article 3, Purchaser shall have, at any time during the twenty months following the Closing Date, the right to exercise its Call Option in connection with any of the following events (the "ACCELERATION EVENTS"): (i) trade sale to an unrelated party of more than 50% of the stock of the Purchaser or of assets of the Purchaser representing over 50% of the value of the Purchaser, or (ii) any merger or split-off of the Purchaser, or any other similar corporate restructuring of the Purchaser in which Purchaser is not the survivor, or (iii) winding up of the Purchaser or any other liquidation procedure. The Purchaser shall notify the Seller that an Acceleration Event is about to occur as soon as possible after publication of such event and in no event less than _________ (_________) days before the date of said Acceleration Event. The Seller shall in such event be free to require the exchange of all of the EBH Shares that he may own at that time, notwithstanding any provision to the contrary or any restriction provided for in this Agreement.ARTICLE 4RESTRICTIONSFor a period of _________ (_________) years following the Closing Date, the Seller shall not sell, assign, transfer, convey or otherwise deliver to any third party, in whole or in part, the ownership of any of his/its EBH Shares, pledge such shares or grant any right on such shares to any third party, except as provided for in the Put Option Agreement between Seller and Purchaser dated _________,_________,_________(M,D,Y).ARTICLE 5COMPLETIONThe Purchaser will notify the Seller (with copy to EBH and the transfer agent appointed by Purchaser (the "Transfer Agent")) of Purchaser's decision to exercise the Call Option. Such notification will confirm: (a) the number of EBH Shares to be acquired by Purchaser, (b) the number of Shares to be transferred by Purchaser in exchange for the EBH Shares, and (c) the name of the Transfer Agent. Within 2 business days after receiving such notification, the Seller will notify Purchaser (with a copy to the Transfer Agent and EBH) of the name of the brokerage agent with whom Seller has opened an account, the applicable account number, and other reference information reasonably requested by Purchaser for such account.The exchange of shares shall take place promptly after the Seller's notification is issued, and upon receiving such notification: (a) Purchaser will instruct Transfer Agent to issue the appropriate number of Shares and certificates evidencing such Shares, and the Transfer Agent will transfer such Shares to the Seller's designated brokerage agent; (b) EBH shall amend its register of shares to properly reflect the transfer of the exchanged EBH Shares to the Purchaser; and (c) EBH will immediately notify such transfer to the Purchaser, the Transfer Agent, and the Seller.With respect to any EBH Shares held in escrow, completion will be accomplished under the provisions set forth in the applicable escrow agreement between the parties.The Purchaser and the Seller agree to use their reasonable commercial efforts prior to the Closing Date (as this term is defined in the Contribution Agreement) to implement a completion process that will result in an exchange transaction being completed as quickly as possible and in any event within four business days from Purchaser's notification.ARTICLE 6REPRESENTATIONS AND WARRANTIES6.1 The Purchaser represents and warrants that the Shares, when issued in accordance with the terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and non assessable and will not be subject to any preemptive or other statutory right of stockholders and, subject to Seller's representations and warranties set forth below, will be issued in compliance with applicable United States Federal and state, and foreign, securities laws. During the term of this Agreement, the Purchaser will at all times have authorized, and reserved for issuance and delivery upon exercise of the Call Option, a sufficient number of shares of its common stock from time to time issuable upon exercise of the Call Option.6.2 The Seller represents and warrants that he/it shall have complete and unrestricted power to enter into and perform this Agreement and transfer, assign and deliver any EBH Share upon which the Purchaser may exercise its Call Option, and that such EBH Shares shall be free and clear from any security interests, liens, encumbrances, restrictions, or rights to the benefit of any third party.6.36.3.1 Seller is aware (i) that the Shares will not be issued pursuant to a registration statement under the Securities Act of 1933, as Amended (the "Act"), but will instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the Act and in Regulation D under the Act and (ii) that the issuance of such common stock of Purchaser has not been approved or reviewed by the SEC or any other governmental agency.6.3.2 Seller is aware that the Shares cannot be resold unless registered under the Act or unless an exemption from registration is available. Seller is also aware that: (i) except pursuant to the Registration Rights Agreement, Purchaser is under no obligation to file a registration statement with respect to the Shares, and (ii) the provisions of Rule 144 under the Act will permit resale of Shares under only limited circumstances, and such Shares must be held by the Seller for at least one year before it can be sold pursuant to Rule 144.6.3.3 The Shares will be acquired by Seller for investment and for his or its own account, and not with a view to, or for resale in connection with, any unregistered distribution thereof.6.3.4 Seller has examined Purchaser's SEC filings, including Purchaser's Annual Report on Form 10-K and associated definitive proxy statement for the year ended _________,_________,_________(M,D,Y), its Quarterly Reports on Form 10-Q for thequarters ended _________,_________,_________(M,D,Y), _________,_________,_________(M,D,Y), and _________,_________,_________(M,D,Y), and its Current Report on Form 8-K filed in _________,_________,_________(M,D,Y), including the risk factors described therein. Without limiting the generality of the foregoing, the Seller specifically acknowledges that the price of Purchaser's common stock has been, and will likely continue to be, volatile.6.3.5 Seller has been given the opportunity (i) to ask questions of, and receive answers from, persons acting on behalf of the Purchaser concerning the contemplated issuance of the Shares and the business of Purchaser, and (ii) to obtain additional information necessary to verify the accuracy of the information set forth in the documents made available to Seller.6.3.6 Seller is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities like the Shares.6.3.7 Seller is an "accredited investor" (as such term is defined in Rule 501 under the Act).6.3.8 Seller understands that stop transfer instructions will be given to Purchaser's transfer agent with respect to the Shares, and that there will be placed on the certificate or certificates representing the Shares a legend similar in effect to the following:"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE ACT OF 1933 (THE `ACT') AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE."6.3.9 Seller acknowledges that Purchaser will rely upon these representations and warranties of Seller for purposes of determining the availability of an exemption from the registration requirements of the Act.ARTICLE 7STOCK SPLITAll numbers contained in, and all calculations required to be made pursuant to this Agreement shall be adjusted as appropriate in order to reflect any stock split, reverse stock split, stock dividend or similar transaction effected by the Purchaser and/or EBH after the date hereof.ARTICLE 8MISCELLANEOUS8.1. AMENDMENTThis Agreement may be amended, modified, or supplemented only by an instrument in writing executed by the Parties hereto.8.2. ASSIGNMENTThe Purchaser may at any time assign all or any part of its rights and/or obligations under this Agreement to any of its Affiliates or any other person, and any assignee of the Purchaser shall succeed to and be possessed of the rights of the Purchaser hereunder to the extent of the assignment made, provided, however, that any such assignment by the Purchaser shall not relieve the Purchaser of its obligations hereunder.8.3. PARTIES IN INTEREST - NO THIRD PARTY BENEFICIARIESExcept as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the Parties hereto. Neither this Agreement nor any other agreement contemplated herein shall be deemed to confer upon any person not a Party hereto or thereto any rights or remedies hereunder or thereunder.8.4. WAIVERNo waiver by any Party of any default or breach by the other Party of any representation, warranty, covenant or condition contained in this Agreement, or in any exhibit or any document, instrument, or certificate contemplated herein, shall be deemed to constitute a waiver of any subsequent default or breach by such Party of the same or any other representation, warranty, covenant or condition. No act, delay, omission or course of dealing on the part of any Party in exercising any right, power, or remedy under this Agreement or at Law shall operate as a waiver thereof or otherwise prejudice any of such Party's rights, powers and remedies. All remedies shall be cumulative and the election of any one or more shall not constitute a waiver of the right to pursue other available remedies.8.5. COSTS, EXPENSES AND LEGAL FEESWhether or not the transactions contemplated herein are consummated, each Party hereto shall bear its own costs and expenses (including attorneys' fees), exceptthat each Party hereto agrees to pay the costs and expenses (including reasonable attorneys' fees and expenses) incurred by the other Party in successfully (i) enforcing any of the terms of this Agreement, or (ii) proving that the other Party breached any of the terms of this Agreement.8.6. ENTIRE AGREEMENTThis Agreement and the Contribution Agreement executed by the Parties on the same date constitute the entire agreement of the Parties regarding the subject matter hereof, and supersede all prior agreements and understandings, both written and oral, among the Parties, with respect to the subject matter hereof.8.7. SEVERABILITYIf any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future Legal Requirements effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision was never a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.8.8. NOTICESAny notice or communication hereunder must be in writing and given (i) by depositing the same in the mail, addressed to the Party to be notified, postage prepaid and registered with return receipt requested and received, (ii) by sending the same by express courier, or (iii) by delivering the same in person. Such notice shall be deemed received on the date on which it is hand-delivered or on the second business day following the date on which it was sent by express courier. If sent by registered mail, such notice shall be deemed received on the third business day following the date on which it is so mailed, when mailed within the same country, or on the tenth business day following the date on which it is so mailed, when mailed from a country different from the country of destination.For purposes of giving notice, the addresses of the Parties shall be:For the Seller: _________(ADDRESS)For the Purchaser: AAA Inc.Attention:__________________(ADDRESS)Any Party may change its address for notice by written notice given to the other Party in accordance with this Article 3.8.8.9. CONFIDENTIALITY - PUBLICITY AND DISCLOSURES8.9.1. Each Party shall keep this Agreement and its terms confidential, and shall make no press release or public disclosure, either written or oral, regarding the transactions contemplated herein without the prior knowledge and written consent of the other Party hereto. The foregoing shall not prohibit any DISCLOSURE: (i) required by Legal Requirements or regulatory authorities to be made by one of the Parties, provided that the Party required to make such disclosure shall first consult with the other Party with respect to the form and substance of the proposed disclosure; (ii) to attorneys, accountants, investment bankers, or other agents of the Parties assisting the Parties in connection with the transactions contemplated herein; and (iii) by the Purchaser in order to comply with the law or the regulations of the Stock Exchange (Nasdaq) on which the Purchaser is traded.8.9.2. In the event that the transactions contemplated herein are not consummated for any reason whatsoever, the Parties hereto agree not to disclose any confidential, proprietary and/or non public information they may have concerning the affairs of the other Parties, except for information that is required by Legal Requirements to be disclosed; provided that, in the event that the transactions contemplated herein are not consummated, nothing contained herein shall be construed to prohibit the Parties hereto from operating businesses in competition with those of other Party.8.10 GOVERNING LAW - ARBITRATION8.10.1 This Agreement and the rights and obligations of the Parties hereto shall be governed by and construed and enforced in accordance with the laws of the state of California.8.10.2 Notwithstanding any provision to the contrary contained in this Agreement, any dispute, action or proceeding arising out of or relating to this Agreement shall be made solely in accordance with the arbitration provision set forth in Article 11 of the Contribution Agreement.8.11 SPECIFIC PERFORMANCE.Notwithstanding any requirement for arbitration proceedings contained herein, the right of the Purchaser to call for the delivery of Seller's EBH shares in exchange for Shares is unique, and accordingly, the Parties agree that, in addition to any other remedies that may be available to Purchaser in law or at equity or pursuantto the provisions of this Agreement, the Purchaser shall have the right to seek enforcement of Seller's obligation to deliver such EBH Shares by an action for specific performance or injunctive relief to the full extent permitted by law.IN WITNESS WHEREOF, the Parties have signed this Agreement in 2 originals on_________,_________,_________(M,D,Y).By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________。

Advertising Agreement广告协议.docx

Advertising Agreement广告协议THIS ADVERTISING AGREEMENT (the "Agreement") is made as of _________,_________,_________(M,D,Y)(the "Effective Date") between AAA INC., a _________(Placename) corporation, with offices at _________(Address)("AAA") and BBB Inc. ("BBB"), a _________(Placename) corporation, with offices at _________(Address).CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.1. DEFINITIONS."BBB Competitor" shall mean those companies set forth on Exhibit A. BBB may request in writing, and AAA shall not unreasonably withhold, the addition of qualified competitors to Exhibit A with the criterion for such competitor being online or offline supermarkets, grocery stores or similar stores which offer selections of consumer packaged grocery goods and/or fresh groceries of a similar nature to those selections generally offered by BBB. In no event shall any Prepared Food Entity be deemed a "BBB Competitor" and in no event shall any banner/promotional advertising for takeout or delivery of prepared fresh meals by any Prepared Food Entity be prohibited under this Agreement."Prepared Food Entity" shall mean any company or service whose primary business is the on-line or off-line ordering or provision of takeout or delivery of prepared fresh meals (or the aggregation of companies or services that facilitate the ordering or provision of takeout or delivery of prepared fresh meals) and as to which such services of prepared fresh meals accounts for more than [*] of such entities revenue."Click-through" shall mean a user presence at the BBB Site that originated from the Visa Shopping Guide by AAA or any banner promotional advertisements or promotions that are part of this Agreement or the Insertion Order."BBB Site" shall mean the on-line packaged grocery goods and supermarket services owned, offered or operated by BBB or any successors thereto and currently located at"Visa Shopping Guide" shall mean that property currently referred to as the "Visa Shopping Guide by AAA", and located at or any successor thereto that is a similar shopping property in which AAA has the similar right to place merchants.2. TERM. This Agreement shall commence upon the Effective Date and, unlessterminated as provided herein, shall remain in effect for a term of two years from the start date of the Insertion Order attached as Exhibit B or, if later the satisfaction of the guaranteed Click-Through for the periods covered by the two year term.3. INSERTION ORDER. This Agreement is being executed in connection with an Insertion Order (the "Insertion Order"). Subject to Section 16 and Section 18 herein, the Insertion Order is hereby incorporated herein by reference, and the terms of this Agreement are hereby incorporated into the Insertion Order by reference. In the event of any inconsistency between the Insertion Order (including the Standard Terms and Conditions incorporated therein) and this Agreement, the terms of this Agreement shall control.4. TERMS OF PAYMENT. BBB will be invoiced monthly during the contract period set forth on the Insertion Order. Payment shall be made to AAA within thirty (30) days from the date of invoice. Amounts paid after such date shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less); except that amounts that are the subject of a good faith dispute by BBB shall be exempt from interest for a period of thirty (30) days from the date of invoice. In the event of any failure by BBB to make payment when due, including without limitation any payments due under this Section 4, Section 8, or Section 11, BBB will be responsible for all reasonable expenses (including attorneys' fees) incurred by AAA in collecting such amounts.5. POSITIONING. Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the AAA properties is at the sole discretion of AAA. BBB acknowledges that AAA has not made any guarantees with respect to usage statistics and AAA shall not be held liable for any claims relating to usage statistics that are provided by AAA to BBB.6. VISA SHOPPING GUIDE. For the term of the Agreement AAA will display a text and/or graphic link, at AAA's discretion to the BBB Site in the "Merchant Spotlight" promotion area Food Page of the Visa Shopping Guide. The "Food Page" is currently located at The link to the BBB Site shall appear in a manner similar to other merchants included in the Merchant Spotlight section of the Visa Shopping Guide. During the term of this Agreement, no BBB Competitor shall be permitted to purchase banner advertisements on the Food Page of the Visa Shopping Guide.7. CLICK-THROUGHS. In accordance with the Insertion Order attached hereto as Exhibit B, AAA shall deliver no less than [*] Click-throughs to the BBB Site from any AAA property during each calendar quarter of the first year of this Agreement. During the second year of this Agreement, AAA shall deliver no less than [*] Click-throughs per calendar quarter. BBB shall pay to AAA the monthly amounts according to the payment schedule set forth on the Insertion Order. AAA shall usereasonable commercial efforts to deliver [*] Click-throughs per month during the first year of this Agreement. AAA shall use reasonable commercial efforts to deliver [*] Click-throughs per month during the second year of this Agreement.(a) If AAA misses any quarterly guaranteed Click-through amount, AAA shall "make good" the difference within [*] following the end of such quarter. If AAA does not make good the difference within [*], BBB may suspend that portion of its monthly payments under Section 4 above that represent the percentage of Click-throughs missed by AAA in such quarter until AAA delivers such make goods. At that time, and assuming that AAA is in compliance with the guaranteed Click-through amounts for all quarters, BBB's monthly payments shall resume in full and BBB shall pay AAA the amount suspended from its prior monthly payments.(b) If AAA misses any quarterly guaranteed Click-through amount and AAA also delivers less than [*] page views during that quarter, then AAA shall "make good" the Click-through difference within [*] following the end of such quarter. If AAA does not make good the Click- through difference within thirty (30) days, BBB may suspend that portion of its monthly payments under Section 4 above, and that portion of its monthly payments payable for exclusivity under Section 8 below, that represent the percentage of Click-throughs missed by AAA in such quarter until AAA delivers such make goods. At that time, and assuming that AAA is in compliance with the guaranteed Click-through amounts for all quarters, BBB's monthly payments shall resume in full and BBB shall pay AAA the amount suspended from its prior monthly payments.(c) The provisions set forth in this Section 7 and the exclusivity required by Section 8 for the term of this Agreement (as extended, to the extent applicable, in accordance with the provisions of Section 2) set forth the entire liability of AAA, and BBB's sole remedy, for AAA's breach of its obligations with respect to Click-throughs and page views.8. EXCLUSIVITY. Commencing upon the Effective Date, no BBB Competitor shall be permitted to place or to purchase from AAA banner/promotional advertising on the AAA Internet properties that are defined on Exhibit B (the "Exclusive Properties") and AAA agrees to use reasonable efforts to prevent third parties that are entitled to place ads on behalf of AAA from placing any banner/promotional advertisements of BBB Competitors on the Exclusive Properties. In addition, AAA shall use reasonable efforts to exclude advertisements promoting products or services that are similar to those generally offered by BBB from any paid advertiser on the Exclusive Properties. The definition of "Exclusive Properties" shall include specialty Internet sites, features or pages developed, controlled and solely branded by AAA after the Effective Date that are focused on information related to supermarket or grocery store services and the ordering and provision of packaged grocery goods on-line. In no event shall pages that appear in response to searchessubmitted to search engines operated by entities other than AAA be deemed to be part of the Exclusive Properties and notwithstanding anything else in this Agreement, in no event shall any banner/promotional advertising for food-related gift items be prohibited under this Agreement.In consideration of the foregoing exclusivity, BBB shall pay AAA, in addition to the amounts set forth in the Insertion Order and referenced in Section 4, (i) [*] during the first year of this Agreement payable in equal monthly payments of [*] month and (ii) [*] during the second year of this Agreement payable in equal monthly payments of [*] month. All payments shall be made on the first day of each month with the first payment due upon the execution of this Agreement.BBB shall, prior to the end of the term of this Agreement, receive an additional advertising presence defined as [*] home page promotions, with total aggregate exposure of [*] page views, and [*] page views as run of AAA network banner advertisements. All home page promotions shall be pursuant to AAA's standard terms, conditions, procedures and policies and the timing and duration of such home page promotions shall be as mutually agreed upon subject to availability.9. AAA shall provide account management support and shall make reasonable efforts to hold monthly account reviews with BBB.10. During the term of the Agreement, AAA shall provide weekly and monthly reports showing the number of impressions and Click-throughs of the advertising banners and other placements described in the Insertion Order. AAA shall maintain accurate records in accordance with generally accepted methods of accounting for all transactions which are the subject of this Agreement. BBB may, no more frequently than once per quarter and upon no less than thirty (30) days written notice, request access to such records for the purposes of inspection by an independent accounting firm during normal business hours. Such request shall not be unreasonably withheld. The cost of such inspection shall be borne by BBB, unless the inspection by such accounting firm reveals a variance of five percent (5%) or more from the number provided by AAA, in which event the cost of such inspection shall be borne by AAA.11. CANCELLATION AND TERMINATION.(a) Termination by either Party with Cause. This Agreement may be terminated at any time by either party: (i) immediately upon written notice if the other party: (a) becomes insolvent; (b) files a petition in bankruptcy; or (c) makes an assignment for the benefit of its creditors; or (ii) thirty (30) days after written notice to the other party of such other party's breach of its obligations under this Agreement in any material respect, which breach is not remedied within such thirty (30) day period.(b) The provisions of Section 4, 10, 13, 14, 15, 19 and 20 as well as any accrued payment obligations shall survive expiration or termination of this Agreement for any reason.12. NO ASSIGNMENT OR RESALE OF AD SPACE. BBB may not resell, assign or transfer any of its rights hereunder, other than, with AAA's prior written consent, to a purchaser of all or substantially all the assets of BBB or to any entity which controls or is under common control with BBB; provided that AAA agrees that it shall not unreasonably withhold its consent to any such assignment by BBB, and any attempt to resell, assign or transfer such rights without AAA's written consent shall result in immediate termination of this contract, without liability to AAA.13. LIMITATION OF LIABILITY. In the event that AAA used reasonable efforts but fails to publish an advertisement in accordance with the schedule agreed upon pursuant to this Agreement (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the Insertion Order), the sole liability of AAA to BBB shall be limited to, at AAA's option, either a refund of the advertising fee or placement of the advertisement within a reasonable time in a comparable position. In no event shall AAA be responsible for any consequential, special, lost profits or other damages arising from any failure to timely publish any advertisement in accordance with the Insertion Order. Without limiting the foregoing, AAA shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of AAA affecting production or delivery in any manner; provided that BBB shall have the right to terminate this Agreement without any further payment obligation on the part of BBB with written notice to AAA in the event that such event occurs and continues for a period of sixty (60) days from the date of the notice.EXCEPT AS PROVIDED IN SECTION 14, UNDER NO CIRCUMSTANCES SHALL AAA OR BBB BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOSS BUSINESS.14. BBBS REPRESENTATIONS; INDEMNIFICATION. BBB represents that it has full authority to enter into this Agreement and the Insertion Order and that BBB has the right to publish the contents of the subject advertisements, without infringement of any rights of any third party. In consideration of such publication, BBB, at its own expense, will indemnify, defend and hold harmless AAA, and itsemployees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against AAA based on or arising from a claim that the BBB content or advertisement as delivered to AAA by BBB, any BBB brand feature, any material, data or service distributed or provided by BBB, product produced by BBB, or any material presented on any site on the Internet produced, maintained, or published by BBB, infringes in any manner any intellectual property right of any third party or contains any material or information that is unlawful, obscene, defamatory, libelous, slanderous, or that otherwise violates any rights of any person, including, without limitation, rights of publicity, privacy or personality, is negligently performed, or has otherwise resulted in consumer fraud, product liability or any tort, injury, damage or harm to any person or entity. BBB will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by AAA in connection with or arising from any such claim, suit, action or proceeding. It is understood and agreed that AAA does not intent and will not be required to edit or review for accuracy or appropriateness any BBB advertisement or content and that BBB does not intend and shall not be required to review or investigate the ability or authorization of any supplier or seller of products to BBB to sell or supply such products.15. TRADEMARK LICENSE. BBB retains all right, title and interest in and to the BBB Site, its trademarks, service marks and tradenames worldwide. BBB grants AAA a non-exclusive limited license to use its trademarks, service marks and tradenames only in connection with placing links to and banner advertising on behalf of BBB and performing its other advertising and promotional obligations set forth herein. All such use shall be in accordance with BBB's policies regarding trademark usage as provided to AAA by BBB.16. PROVISION OF ADVERTISING MATERIALS. BBB will provide all material for the advertisement (including GIF files), in accordance with AAA's policies as provided to BBB by AAA from time to time, including (without limitation) the manner of transmission to AAA and the time prior to publication of the advertisement. AAA shall not be required to publish any advertisement that is not received in accordance with such policies.17. RIGHT TO REJECT ADVERTISEMENT. All contents of advertisements are subject to AAA's reasonable approval and will meet AAA's current specifications. AAA reserves the right to reasonably reject or cease to publish any banner advertisement. In addition, AAA shall have the absolute right to reject any URL link embodied within any advertisement.18. INTERNATIONAL TRAFFIC. AAA agrees to make reasonable efforts to provide the ability for BBB to preclude serving banners to users requesting pages from the AAA properties who are not located within the United States. AAA shall makereasonable effort to attempt to implement such ability on or before two months from the start of the Insertion Order.19. CONSTRUCTION. The terms of this Agreement may only be modified by written agreement of both parties. NO TERM OR CONDITION PLACED BY BBB IN AN INSERTION ORDER SHALL BE BINDING ON AAA UNLESS EXPRESSLY AGREED TO IN WRITING BY AAA. In the event of any conflict or inconsistency between the Insertion Order and this Agreement, this Agreement shall control.20. MISCELLANEOUS. Notices. All notices, requests and other communications called for by this agreement shall be deemed to have been given immediately if made by telecopy or electronic mail (confirmed by concurrent written notice sent first class _________(Country) mail, postage prepaid), if to AAA at _________(Address), Fax;_________ (e-mail: _________), with a copy to its General Counsel (e-mail:_________), and if to BBB at the physical and electronic mail addresses set forth on the signature page of this Agreement to the attention of _________, with a copy to _________(Name) at _________, L.L.P., _________(Address), Fax;_________ (e-mail:_________.com) or to such other addresses as either party shall specify to the other.Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the laws of the State of _________(Placename), without reference to conflicts of laws rules, and without regard to its location of execution or performance. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force. Neither this Agreement, nor any terms and conditions contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument. Execution and delivery of this Agreement may be evidenced by facsimile transmission. In any proceeding or action brought by a party to this Agreement to enforce the terms of this Agreement, the prevailing party shall be entitled to attorneys fees and expenses. The terms of this Agreement shall be deemed confidential information of AAA, and BBB, and neither party shall disclose such information to any third party except to its respective attorneys, accountants or as required by law or as otherwise deemed necessary or prudent by counsel solely in order to comply with federal securities laws.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.AAA INC. BBB INC.By: /S/ _________ By: /S/ _________Name: _________ Name: _________Title: _________ Title: _________Telecopy:_________ Telecopy:_________E-mail: _________ E-mail: _________CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.EXHIBIT ABBB COMPETITORS[*]EXHIBIT BEXCLUSIVE PROPERTIESDIRECTORYSEARCH RESULTSAAA GET LOCALAAA METROS (ANY ADDITIONAL METROS LAUNCHED)AAA ATLANTAAAA MIAMIAAA _________(Placename)AAA BOSTONAAA CHICAGOAAA LOS ANGELESAAA SAN FRANCISCOAAA SEATTLEAAA AUSTINAAA DALLASAAA WASHINGTON, DCAAA MINNEAPOLIS/ST. PAUL AAA PEOPLE SEARCHAAA CLASSIFIEDSAAA NEWSAAA WEATHERAAA MAPSAAA SPORTSAAA FINANCEVISA SHOPPING GUIDE BY AAA EXHIBIT CYEAR 1AAA MAIN SITEADVERTISING INSERTION ORDER HTTP:/ORDER #11514 SALES CONTACT Scott HoffmanREVISION 0TYPE PHONE _________DATE _________,_________,_________ FAX _________EMAIL _________ADVERTISER BBB Inc. AGENCY URLADDRESS _________ADDRESS _________CONTACT Daniel Nissen CONTACTPHONE _________ PHONEFAX _________ FAXEMAIL _________ EMAILStart Date: End Date: Contract Length:_________,_________,_________(M,D,Y) _________,_________,_________(M,D,Y) 365 DaysLocation: Total Clicks Total AmountNetwork Space Groups_________,_________,_________(M,D,Y) - _________,_________,_________(M,D,Y) run_network [*] [*]Visa Shopping Guide By AAA [*]_________,_________,_________(M,D,Y) - _________,_________,_________(M,D,Y) /food merchant spotlightOther Instructions AAA guarantees [*] click throughs per contract quarter from _________,_________,_________(M,D,Y) to _________,_________,_________(M,D,Y) at [*] per click, in accordance with page 2, section 7 of the attached advertisingagreement dated _________,_________(M,Y). This insertion order shall be referred to as exhibit C Year 1 of the attached advertising agreement.Total Net Cost [*]Terms: Net 30 daysBilling Instructions: MonthlyMATERIALS: Banner: 460w x 55h pixels, less than 8 bytes, GIF format: target URL, Alt Text (30 characters max).All materials must be delivered at least 7 business days before the start date to admin@. Any changes during the insertion terms must be delivered at least 4 business days prior to change. A AAA Insertion Order Number and Flight Date must be referenced in all correspondence. Please see attached"AAA Advertising Banner Requirements and Submission Guidelines".This insertion order is subject to the attached standard terms and conditions for AAA advertising and is valid for three (3) business days from the date of this order. This agreement is non-cancelable.Authorized by: _________ Phone:_________ Date:_________,_________,_________Production Contact:_________ Phone:_________ Date:_________,_________,_________EXHIBIT CYEAR 2AAA MAIN SITEADVERTISING INSERTION ORDERHTTP:/ORDER #11514 SALES CONTACT Scott HoffmanREVISION 0TYPE PHONE _________DATE _________,_________,_________ FAX _________EMAIL _________ADVERTISER BBB Inc. AGENCY URLADDRESS _________ADDRESS _________CONTACT Daniel Nissen CONTACTPHONE _________ PHONEFAX _________ FAXEMAIL _________ EMAILStart Date: End Date: Contract Length:_________,_________,_________(M,D,Y) _________,_________,_________(M,D,Y) 365 DaysLocation: Total Clicks Total AmountNetwork Space Groups_________,_________,_________(M,D,Y) - _________,_________,_________(M,D,Y) run_network [*] [*]Visa Shopping Guide By AAA [*]_________,_________,_________(M,D,Y) - _________,_________,_________(M,D,Y) /food merchant spotlightOther Instructions AAA guarantees [*] click throughs per contract quarter from _________,_________,_________(M,D,Y) to _________,_________,_________(M,D,Y) at [*] per click, in accordance with page 2, section 7 of the attached advertising agreement dated _________,_________(M,Y). This insertion order shall be referred to as exhibit C Year 1 of the attached advertising agreement.。

协议书word范本格式

协议书word范本格式甲方（全称）：_____________________乙方（全称）：_____________________鉴于甲乙双方就____________________（合作项目名称）达成合作意向，为明确双方在合作期间的权利义务关系，特订立本协议书。

一、合作内容1. 甲乙双方同意就____________________（具体合作内容）进行合作。

2. 甲方负责提供____________________（甲方责任），乙方负责提供____________________（乙方责任）。

二、合作期限本协议书自____年____月____日起至____年____月____日止，有效期为____年。

三、双方权利与义务1. 甲方权利与义务：- 甲方有权对合作项目进行监督和管理。

- 甲方应按照协议约定向乙方支付合作费用。

2. 乙方权利与义务：- 乙方有权获得协议约定的合作费用。

- 乙方应保证合作项目的顺利进行，并按期完成约定的工作内容。

四、合作费用及支付方式1. 合作费用总额为人民币____________________元（￥__________）。

2. 甲方应在本协议书签订后____个工作日内支付____%的预付款，即人民币____________________元（￥__________）。

3. 余款在项目完成并通过甲方验收后____个工作日内支付。

五、违约责任1. 如甲方未按约定支付合作费用，应向乙方支付违约金，违约金为逾期未付款项的____%。

2. 如乙方未能按期完成合作项目，应向甲方支付违约金，违约金为逾期未完成工作部分的____%。

六、争议解决双方因履行本协议书所发生的一切争议，应首先通过友好协商解决；协商不成时，任何一方均可向甲方所在地人民法院提起诉讼。

七、其他1. 本协议书一式两份，甲乙双方各执一份，具有同等法律效力。

2. 本协议书未尽事宜，双方可另行协商解决。

甲方代表（签字）：_____________________乙方代表（签字）：_____________________签订日期：____年____月____日。

Assignment Agreement委托协议.docx

Assignment Agreement委托协议This Assignment Agreement (this "Agreement") is made as of _________,_________,_________(M,D,Y) (the "Effective Date"), by and between AAA Corporation, a _________(Placename) corporation with its principal place of business at _________(Address)and BBB, Inc., a _________(Placename) corporation with its principal place of business at _________(Address)(hereinafter referred to collectively as the "Parties" and individually as a "Party").RECITALSWHEREAS, Assignor has heretofore irrevocably transferred and assigned to Assignee all of its rights, title and interest, on a worldwide basis, including, without limitation, all intellectual property rights and moral rights, in and to certain proprietary products, patent applications and proprietary information set forth herein (excluding any trademark rights) as part of its initial and original capital contribution in Assignee, and the Parties wish to memorialize such transfer and assignment in this Agreement;WHEREAS, Assignor desires and agrees to irrevocably assign to Assignee as of the Effective Date all of its rights, title and interest, on a worldwide basis, including, without limitation, all intellectual property rights and moral rights, in and to certain proprietary products, patent applications and proprietary information, as set forth herein, that otherwise have not been transferred and assigned to Assignee prior to the Effective Date, as well as certain trademark rights as set forth herein;WHEREAS, except for any ownership interest already held by Assignee, Assignor is the sole owner of all rights, title and interest, including, without limitation, all intellectual property rights, in and to such proprietaryproducts, patents, trademarks, proprietary information and proprietary business information; and, with respect to the trademarks, Assignee is a successor to a portion of the business of the Assignor to which these trademarks pertain;WHEREAS, Assignor has agreed to irrevocably assign to Assignee all of its rights, title and interest on a worldwide basis, including, without limitation, all intellectual property rights and moral rights, in and to certain non- proprietary products set forth herein to the full extent that Assignor has a license for such rights and subject to and contingent upon Assignor having the right and necessary consents to assign such license;WHEREAS, Assignor is a licensee of certain rights in and to such non- proprietary products;WHEREAS, Assignor has agreed to license to Assignee certain rights in and to certain proprietary business information relating to the business operations of Assignee and the combined business operations of Assignor and Assignee; andWHEREAS, to enable Assignor to continue its current use of certain proprietary products, Assignee is willing to grant to Assignor a license back to certain rights in such proprietary products as set forth herein;NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:AGREEMENT1. DEFINITIONSFor the purposes of this Agreement, the following terms will have the meanings ascribed to them as follows:1.1 "Assigned Property" means the Proprietary Products, Proprietary Information, Third Party Products, Trademarks and Patents.1.2 "Patents" means the patent applications set forth in Exhibit C.1.3 "Price" means a one-time payment of _________ dollar ($,_________).1.4 "Proprietary Business Information" means any confidential or proprietary information, know-how, or trade secret described or comprised in or relating to the general business operations of Assignee, excluding Proprietary Information (but including, without limitation, access to the carrier minutes report manager, call costing and payments settlement system and similar databases to the extent related to and appropriate for the operation of Assignee's business), that exists as of the Effective Date or that is subsequently provided by Assignor to Assignee at its sole discretion, and that is not in the public domain or regularly disclosed by Assignor to third parties without confidentiality restrictions.1.5 "Proprietary Information" means any confidential or proprietary information, know-how, or trade secret described or comprised in or relating to the Assigned Property that is not in the public domain or regularly disclosed by Assignee to third parties without confidentiality restrictions.1.6 "Proprietary Products" means the products set forth in Exhibit A, including, without limitation, all user manuals, reference manuals and other documentation and materials relating thereto; and any derivative works, foreign languageversions, fixes, upgrades, updates, enhancements, new versions or previous versions thereof.1.7 "Trademarks" means the product marks and logos set forth in Exhibit D and all rights and goodwill associated therewith.1.8 "Third Party Products" means a mutually agreed upon subset of products selected by the Parties from among the products set forth in Exhibit B (and such additional similar products as the Parties may mutually agree), including, without limitation, any software and firmware relating thereto; all user manuals, reference manuals and other documentation and materials relating thereto; and any derivative works, foreign language versions, fixes, upgrades, updates, enhancements, new versions or previous versions thereof provided by the third-party licensor of such products to Assignor.2. ASSIGNMENTAssignor hereby irrevocably assigns, conveys, sells, grants and transfers and agrees to assign, convey, sell, grant and transfer to Assignee the following rights (collectively, the "Rights"):2.1 Proprietary Products. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, conveys, sells, grants and transfers and agrees to assign, convey, sell, grantand transfer to Assignee, its successors and assigns all of its rights, title and interest of every kind and character throughout the world in and to the Proprietary Products to the full extent of its ownership or interest therein; including, without limitation, all federal, state, foreign, statutory and common law and other rights in patents, copyrights, moral rights, trademarks, trade secrets, know- how, design rights and all other intellectual property and proprietary rights therein; all domestic and foreign intellectual property applications and registrations therefor (and all divisions, continuations, continuations-in-part, reexaminations, substitutions, reissues, extensions, and renewals of such applications and registrations, and the right to apply for any of the foregoing); all goodwill associated therewith; all rights to causes of action and remedies related thereto (including, without limitation, the right to sue for past, present or future infringement, misappropriation or violation of rights related to the foregoing); and any and all other rights and interests arising out of, in connection with or in relation to the Proprietary Products. Upon Assignee's reasonable request, Assignor will promptly take such actions, including, without limitation, the prompt execution and delivery of documents in recordable form, as may be reasonably necessary to vest, secure, perfect, protect or enforce the rights and interests of Assignee in and to the Proprietary Products.2.2 Proprietary Information. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, conveys, sells, grants and transfers and agrees to assign, convey, sell, grant and transfer to Assignee, its successors and assigns all of its rights, title and interest of every kind and character throughout the world, including moral rights, in and to the Proprietary Information to the full extent of its ownership or interest therein; including, without limitation, all intellectual property and proprietary rights therein, all goodwill associated therewith, all rights to causes of action and remedies related thereto (including, without limitation, the right to sue for past, present or future infringement, misappropriation or violation of rights related to the foregoing), and any and all other rights and interests arising out of, in connection with or in relation to the Proprietary Information.2.3 Third Party Products. Subject to the terms and conditions of this Agreement, and subject to and contingent upon Assignor obtaining any necessary and applicable third party consents, Assignor hereby irrevocably assigns, conveys, sells, grants and transfers and agrees to assign, convey, sell, grant and transfer to Assignee, its successors and assigns all rights, title and interest of every kind and character throughout the world, including moral rights, in and to the Third Party Products and any license agreements related thereto to the full extent of Assignor's rights or interest therein (if any). Upon Assignee's request, Assignor will promptly take such actions, including, without limitation, the prompt execution and delivery of documents in recordable form, as may be reasonably necessary to vest, secure, perfect, protect or enforce the rights and interests of Assignee in and to the Third Party Products and any license agreements related thereto.2.4 Patents. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, conveys, sells, grants and transfers and agrees to assign, convey, sell, grant and transfer to Assignee, its successors and assigns all of its rights, title and interest of every kind and character throughout the world, including moral rights, in and to the Patents to the full extent of its ownership or interest therein; including, without limitation, all domestic and foreign patent applications and registrations therefor (and all patents that issue therefrom and all divisions, continuations, continuations-in-part, reexaminations, substitutions, reissues, extensions, and renewals of such applications, registrations and patents, and the right to apply for any of the foregoing); all goodwill associated therewith; all rights to causes of action and remedies related thereto (including, without limitation, the right to sue for past, present or future infringement, misappropriation or violation of rights related to the foregoing); and any and all other rights and interests arising out of, in connection with or in relation to the Patents. Upon Assignee's request, Assignor will promptly take such actions, including, without limitation, the promptexecution and delivery of documents in recordable form, as may be reasonably necessary to vest, secure, perfect, protect or enforce the rights and interests of Assignee in and to the Patents.2.5 Trademarks. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, conveys, sells, grants and transfers and agrees to assign, convey, sell, grant and transfer to Assignee, its successors and assigns all of its rights, title and interest of every kind and character throughout the world, including moral rights, in and to the Trademarks to the full extent of its ownership or interest therein; including, without limitation, all federal, state, foreign, statutory and common law and other rights; all domestic and foreign trademark applications and registrations therefor (and all extensions and renewals of such applications and registrations, and the right to apply for any of the foregoing); all goodwill associated therewith symbolized by the Trademarks and the portion of the business of the Assignor to which the Trademarks pertain; all rights to causes of action and remedies related thereto (including, without limitation, the right to sue for past, present or future infringement, misappropriation or violation of rights related to the foregoing); and any and all other rights and interests arising out of, in connection with or in relation to the Trademarks. The Parties agree to have executed and file the confirmatory assignment with respect to the Trademarks attached hereto as Exhibit F. Upon Assignee's request, Assignor will promptly take such other actions, including, without limitation, the prompt execution and delivery of documents in recordable form, as may be reasonably necessary to vest, secure, perfect, protect or enforce the rights and interests of Assignee in and to the Trademarks.2.6 Further Assurances For Third Party Products. Assignor and Assignee will use their respective reasonable best efforts to obtain any consent, approval or amendment required to novate and/or assign the Third Party Products; provided, however, that, except for filing and other administrative charges, Assignee shall not be obligated to pay any consideration therefor to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Assignee and Assignor are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of Assignor with respect to any Third Party Product so that Assignee would not in fact receive all the rights with respect to such Third Party Product, Assignor and Assignee will cooperate (to the extent permitted by law or the terms of any applicable agreement) in a mutually agreeable arrangement under which Assignee would, to the extent possible and permissible under any applicable agreement, obtain the benefits and assume the obligations with respect to such Third Party Product, in accordance with this Agreement, including sub-contracting, sub- licensing, or sub-leasing to Assignee, or under which Assignor would enforce for the benefit of Assignee, with Assignee assuming Assignor's obligations, any and all rights of Assignor against a third partythereto. Assignor shall, without further consideration therefor, pay and remit to Assignee promptly all monies, rights and other considerations received in respect to Assignee's performance of such obligations and Assignee shall remit to Assignor (or pay directly) all amounts due with respect to such Third Party Products to such third parties. If and when any such consent shall be obtained or such Third Party Product shall otherwise become assignable or able to be novated, Assignor shall promptly assign and novate all of its rights and obligations thereunder to Assignee without payment of further consideration and Assignee shall, without the payment of any further consideration therefor, assume such rights and obligations and Assignor shall be relieved of any and all liability hereunder.3. LICENSE3.1 Subject to the terms and conditions of this Agreement, Assignor hereby grants and agrees to grant to Assignee a worldwide, royalty- free, fully paid up, perpetual, irrevocable, nonexclusive, transferable right and license (with the right to sublicense) to copy and use Proprietary Business Information for the purposes of conducting Assignee's business; provided, however, Assignee takes such steps as are reasonably necessary to protect Assignor's rights in the Proprietary Business Information, including by providing the same protection that Assignor affords to Proprietary Business Information and by treating Proprietary Business Information as confidential information, if appropriate.3.2 Subject to the terms and conditions of this Agreement, Assignee hereby grants and agrees to grant to Assignor a worldwide, royalty- free, fully paid up, perpetual, irrevocable, non-exclusive license to use the products identified in Exhibit E only for internal use by and for Assignor. Assignor will not assign, sublicense, resell, rent, distribute or provide service-bureau timesharing or related services with respect to the products identified in Exhibit E or the license granted in this Section 3.2 .4. PAYMENTAs payment for the assignment of Rights and the license granted pursuant to Sections 2 and 3, Assignee will pay to Assignor the Price, the receipt and full satisfaction of which is hereby acknowledged by the Parties.5. REPRESENTATIONS AND WARRANTIESUNLESS EXPLICITLY STATED OTHERWISE IN THIS AGREEMENT, THE ASSIGNED PROPERTY, PRODUCTS IN EXHIBIT E, AND PROPRIETARY BUSINESS INFORMATION ARE PROVIDED "AS IS" AND THE PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO ANY OF THE ASSIGNED PROPERTY, PRODUCTS IN EXHIBIT E OR PROPRIETARY BUSINESS INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE.6. LIMITATION OF LIABILITYIN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR ANY LOSS OF PROFITS, REVENUE OR BUSINESS, EVEN IF SUCH PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. The Parties acknowledge that the limitation of liability in this Section 6 and the allocation of risk that it implements is an essential element of the bargain agreed to by the Parties, without which the Parties would not have entered into this Agreement.7. GENERAL7.1 This Agreement, and all disputes, claims or controversies arising under or relating to this Agreement or the breach, termination or validity hereof, or any transaction contemplated hereby shall be governed by and settled in accordance with the procedures terms and conditions set forth in the applicable dispute resolution provisions of the Separation Agreement to be signed between the Parties in _________(Month) or _________,_________(M,Y).7.2 If either Party commences any action or proceeding against the other Party to enforce this Agreement or any of such Party's rights hereunder, the prevailing Party will be entitled to its reasonable expenses related to such action or proceeding, including reasonable attorneys' and expert fees.7.3 No delay, failure or waiver by either Party to exercise any right or remedy under this Agreement, and no partial or single exercise, will operate to limit, preclude, cancel, waive or otherwise affect such right or remedy, nor will any single or partial exercise limit, preclude, impair or waive any further exercise of such right or remedy or the exercise of any other right or remedy.7.4 If any provision of this Agreement is determined to be invalid or unenforceable, the validity or enforceability of the other provisions or of this Agreement as a whole will not be affected; and, in such event, such provision will be changed and interpreted so as best to accomplish the objectives of such provision within the limits of applicable law or applicable court decision.7.5 Except as provided in Section 7.1, this Agreement, including any exhibit(s) hereto which are incorporated herein by this reference, serves to document formally the entire understanding between the Parties relating to the subject matter hereof, and supersedes and replaces any prior or contemporaneous agreements, negotiations or understandings (whether oral or written), relating generally to the same subject matter. No amendment or modification of any provision of thisAgreement will be effective unless in writing and signed by a duly authorized signatory of the Party against which enforcement of the amendment or modification is sought.IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.AAA CORPORATION BBB, INC.By: /S/ _________ By: /S/ _________Name (Print):_________ Name (Print):_________Title: _________ Title: _________。

Arrangement Agreement布置协议.docx

Arrangement Agreement布置协议MADE as of the _________ day of _________(M,Y)AMONG:AAA INC.andBBB INC.andCCC CORPORATIONAddress: _________TABLE OF CONTENTS1.0 INTERPRETATIO1.1 Definitions1.2 Interpretation Not Affected by Headings, etc1.3 Currency1.4 Number, etc1.5 Date For Any Action1.6 Entire Agreement1.7 Accounting Matters1.8 Construction1.9 Knowledge1.10 Exhibits1.11 Qualifications to Intellectual Property Representations2.0 THE ARRANGEMENT2.1 Implementation Steps by CCC2.2 Implementation Steps by Redback Parties2.3 Interim Order2.4 Articles of Arrangement2.5 CCC Proxy Circular2.6 Securities Compliance2.7 Preparation of Filings2.8 Lock-Up of Shares Issued Pursuant to the Arrangement3.0 REPRESENTATIONS AND WARRANTIES3.1 Representations and Warranties of CCC3.1.1 Incorporation and Organization of CCC3.1.2 Capitalization3.1.3 Authority and No Violation3.1.4 No Defaults3.1.5 Issued Shares and Options3.1.6 No Other Shares3.1.7 Financial Statements3.1.8 Interim Statements3.1.9 Business Carried on in Ordinary Course3.1.10 Partnerships or Joint Ventures3.1.11 Minute Books and Corporate Records3.1.12 Accuracy of Books and Records3.1.13 Guarantees3.1.14 Interested Persons3.1.15 Directors and Officers3.1.16 Employment and Employee Benefit Matters 3.1.17 Pension and Retirement Plans3.1.18 Debt Instruments3.1.19 Real Property3.1.20 Leases and Leased Property3.1.21 Insurance3.1.22 Material Agreements3.1.23 No Breach of Material Contracts3.1.24 Third Party Consents3.1.25 Financial Forecasts3.1.26 Obligations to Customers and Suppliers 3.1.27 Warranties and Indemnities3.1.28 Legal Proceedings3.1.29 Banking Information3.1.30 Tax Matters3.1.31 Accounts Receivable3.1.32 Compliance with Applicable Laws3.1.33 Consents and Approvals3.1.34 No Business Restrictions3.1.35 Environmental Matters3.1.36 Liabilities3.1.37 Condition and Sufficiency of Assets3.1.38 Inventories3.1.39 Intellectual Property3.1.40 Information Technology3.1.41 Commitments for Purchases or Sales at Losses3.1.42 Significant Customers3.1.43 Significant Suppliers3.1.44 Government Programs3.1.45 Product Liability3.1.46 GST Registration3.1.47 Advisory Fees3.1.48 Other Negotiations; Brokers; Third Party Expenses 3.1.49 [This section intentionally deleted3.1.50 Disclosure3.1.51 Approval of Arrangement3.1.52 Agreements with Certain Shareholders3.2 Representations and Warranties of Redback3.2.1 Incorporation and Organization3.2.2 Capitalization3.2.3 Authority and No Violation3.2.4 No Defaults3.2.5 Ownership of Exchangeco and Newco and Business ofExchangeco3.2.6 Absence of Certain Changes or Events3.2.7 Disclosure3.2.8 SEC Documents; Redback Financial Statements3.2.9 Exchangeable Shares3.2.10 Redback Common Shares3.2.11 Other Transactions3.2.12 Exempt Interest3.3 Non-Waiver3.4 Survival4.0 ESCROW PROVISIONS4.1 Establishment of the Escrow Fund4.2 Recourse to the Escrow Fund4.3 Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period4.4 Minimum Threshold5.0 COVENANTS5.1 Retention of Goodwill5.2 Material Commitments5.3 Covenants of CCC5.4 Covenants of the Redback Parties5.5 Tax Deferred Status5.6 Applications for Regulatory Approvals5.7 Section 85 Elections5.8 Covenants Regarding Non-Solicitation5.9 Notice by CCC of Superior Proposal Determination5.10 Access to Information5.11 Covenant Regarding Representations and Warranties5.12 Closing Matters5.13 Indemnification of Directors and Officers5.14 Employment and Related Matters5.15 Prohibition on Voluntary Liquidation6.0 CONDITIONS6.1 Mutual Conditions Precedent6.2 Additional Conditions Precedent to the Obligations of the Redback Parties6.3 Additional Conditions Precedent to the Obligations of CCC 6.4 Notice and Cure Provisions6.5 Satisfaction of Conditions7.0 AMENDMENT AND TERMINATION7.1 Amendment7.2 Mutual Understanding Regarding Amendments 7.3 Termination7.4 Break Fee7.5 Liquidated Damages7.6 Remedies7.7 Effect of Break Fee Payment8.0 GENERAL8.1 Notices8.2 Assignment8.3 Binding Effect8.4 Waiver and Modification8.5 No Personal Liability8.6 Further Assurances8.7 Expenses8.8 Consultation8.9 Governing Laws8.10 CounterpartsExhibit A -- Affiliate's LetterExhibit B -- Appropriate Regulatory Approvals Exhibit C -- Arrangement ResolutionExhibit D -- Exchange Trust AgreementExhibit E -- Plan of Arrangement-- Appendix 1 - Provisions Attaching to the ExchangeableShares of BBB Inc.-- Appendix 2 - Escrow Agreement-- Appendix 3 - Exercise of Replacement OptionsExhibit F -- Principal Shareholder Voting AgreementExhibit G -- Support AgreementExhibit H -- Registration Rights AgreementExhibit I -- Assumption AgreementARRANGEMENT AGREEMENTMEMORANDUM OF AGREEMENT made as of the _________ day of _________(M,Y).AMONG:AAA INC., a corporation existing under the laws of the State of _________(hereinafter referred to as "REDBACK")AND:BBB INC., a company existing under the laws of the Province of _________ (hereinafter referred to as "EXCHANGECO")AND:CCC CORPORATION, a corporation existing under the federal laws of _________ (hereinafter referred to as "CCC")THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each party), the parties hereby covenant and agree as follows:1.0 INTERPRETATION1.1 DEFINITIONS. In this Agreement, unless there is something in the subjectmatter or context inconsistent therewith, the following terms shall have the following meanings respectively:"CCC DISCLOSURE SCHEDULE" means that certain Disclosure Schedule dated as of the date hereof and delivered by CCC to the Redback Parties concurrently herewith;"CCC MATERIAL INTELLECTUAL PROPERTY" has the meaning ascribed thereto in Section 3.1.39(a);"CCC MEETING" means the special meeting of CCC Shareholders and CCC Optionholders, including any adjournment thereof, to be called to consider the Arrangement;"CCC NON-VOTING COMMON SHARES" means the Class B Non-Voting Common Shares in the capital of CCC;"CCC OPTIONHOLDERS" means the holders of CCC Options;"CCC OPTIONS" means the options to purchase CCC Voting Common Shares granted under the CCC Stock Option Plan which are outstanding and unexercised on the Effective Date;"CCC REGISTERED INTELLECTUAL PROPERTY" means all Registered Intellectual Property owned by, or filed in the name of, CCC;"CCC SHAREHOLDERS" means the holders of CCC Shares;"CCC SHARES" means the CCC Voting Common Shares and CCC Non-Voting Common Shares, collectively;"CCC STOCK OPTION PLAN" means the Key Employee Stock Option Plan of CCC, as amended and in effect on the date hereof;"CCC VOTING COMMON SHARES" means the Class A Voting Common Shares in the capital of CCC;"ACQUISITION PROPOSAL" means any BONA FIDE proposal with respect to merger, amalgamation, take-over bid, private purchase, sale of material assets (or any lease, long-term supply agreement, licence, joint venture or other arrangement having the same economic effect as a sale), any material sale of shares or rights or interests therein or thereto or similar transactions involving CCC, or a proposal to do so, excluding the Arrangement and any sale of Products in the ordinary course of business or as disclosed in the CCC Disclosure Schedule;"AFFILIATE'S LETTER" means a letter, substantially in the form and content ofExhibit A hereto;"ANCILLARY AGREEMENTS" means the Support Agreement, the Exchange Trust Agreement, the Registration Rights Agreement and the Escrow Agreement, collectively;"APPROPRIATE REGULATORY APPROVALS" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities, regulatory agencies or self-regulatory organizations, as set out in Exhibit B hereto;"ARRANGEMENT" means an arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 7.1 hereof or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order;"ARRANGEMENT RESOLUTION" means the special resolution of the CCC Shareholders and CCC Optionholders, to be substantially in the form and content of Exhibit C hereto;"ARTICLES OF ARRANGEMENT" means the articles of arrangement of CCC in respect of the Arrangement that are required by the CBCA to be sent to the Director after the Final Order is made;"ASSUMPTION AGREEMENT" means the Assumption, Amending and Confirmation Agreement to be made between Redback and CCC, substantially in the form and content of Exhibit I hereto, with such changes thereto as the parties hereto, acting reasonably, may approve;"BUSINESS" means the business of CCC as it is currently conducted, including, the design, development, manufacture, use, import and sale of the Products, the co-ordination of consumable internet protocol service (virtual private networks and product suppliers whose offerings are compatible with the Products), the licensing of technology underlying the Products to develop and enhance other markets for the Product technology, and the performance of services related to these activities;"BUSINESS DAY" means any day on which commercial banks are open for business in San Francisco, California and Vancouver, British Columbia other than a Saturday, a Sunday or a day observed as a holiday in San Francisco, California under the laws of the State of California or the federal laws of the United States of America or in Vancouver, British Columbia under the laws of the Province of _________ or the federal laws of _________;"CBCA" means the CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, as it may be amended from time to time prior to the Effective Date;"CIRCULAR" means the notice of the CCC Meeting and accompanying management proxy circular, including all schedules, appendices and exhibits thereto, to be sent to the CCC Shareholders and the CCC Optionholders in connection with the CCC Meeting;"COMPANY ACT" means the COMPANY ACT, R.S.B.C. 1996, c. 62;"CONFIDENTIALITY AGREEMENT" means the non-disclosure agreement dated as of May 30, 2000 between Redback and CCC;"CORE PRODUCTS AND TECHNOLOGY" has the meaning ascribed thereto in Section 3.1.39(a)(i);"COURT" means the Supreme Court of British Columbia;"DEBT INSTRUMENT" means any bond, debenture, mortgage, promissory note or other instrument evidencing indebtedness for borrowed money;"DIRECTOR" means the Director appointed pursuant to Section 260 of the CBCA;"DISSENT RIGHTS" means the rights of dissent in respect of the Arrangement described in Section 3.1 of the Plan of Arrangement;"DROP DEAD DATE" means _________(M,D,Y), or such later date as may be agreed upon by the parties hereto;"EFFECTIVE DATE" means the date shown on the certificate of arrangement to be issued by the Director giving effect to the Arrangement;"EFFECTIVE TIME" has the meaning ascribed thereto in the Plan of Arrangement;"EMPLOYEE BENEFITS" means:(a) salaries, wages, bonuses, vacation entitlements, commissions, fees, stock option plans, stock purchase plans, incentive plans, deferred compensation plans, profit-sharing plans and other similar benefits, plans or arrangements;(b) insurance, health, welfare, drug, disability, pension, retirement, travel, hospitalization, medical, dental, legal counseling, eye care and other similar benefits, plans or arrangements; and(c) agreements or arrangements with any labour union or employee association, written or oral employment agreements or arrangements and agreements or arrangements for the retention of the services of independent contractors, consultants or advisors;"ENCUMBRANCE" means any mortgage, charge, easement, encroachment, lien, adverse claim, assignment by way of security, security interest, servitude, pledge, hypothecation, conditional sale agreement, security agreement, title retention agreement, financing statement, option, right of pre-emption, privilege, obligation to assign, licence, sublicence (other than non-exclusive licences and sublicences of Intellectual Property (excluding source code) made in the ordinary course of business) or other encumbrance;"ESCROW AGENT" means III, or such other Person as the Parties hereto may approve, in its capacity as escrow agent under the Escrow Agreement, and includes any successor escrow agent appointed thereunder;"ESCROW AGREEMENT" means an agreement to be made among Redback, Exchangeco, the Shareholders' Agent and the Escrow Agent, as agent for and on behalf of each of the CCC Shareholders, which shall be substantially in the form and content of Appendix 2 to the Plan of Arrangement, with such changes thereto as the parties hereto, acting reasonably, may approve;"ESCROW FUND" has the meaning ascribed thereto in Section 4.1;"ESCROW SECURITIES" has the meaning ascribed thereto in the Plan of Arrangement;"EXCHANGE ACT" means the United States SECURITIES EXCHANGE ACT OF 1934;"EXCHANGE RATIO" has the meaning ascribed thereto in the Plan of Arrangement;"EXCHANGE TRUST AGREEMENT" means an agreement to be made among Redback, Exchangeco and the Trustee, which shall be substantially in the form and content of Exhibit D hereto, with such changes thereto as the parties hereto, acting reasonably, may approve;"EXCHANGEABLE SHARES" means non-voting exchangeable shares in the capital of Exchangeco, having the rights, privileges, restrictions and conditions set out in the Share Provisions;"EXPIRATION DATE" means that date which is 180 days after the Effective Date;"FINAL ORDER" means the final order of the Court granted pursuant to Section 192 of the CBCA approving the Arrangement as such order may be amended at any timeprior to the Effective Date or, if appealed, then, unless such appeal is abandoned or denied, as affirmed;"FINANCIAL STATEMENTS" means the audited annual financial statements of CCC as at _________(M,D,Y), consisting of the balance sheet of CCC as at _________(M,D,Y) and the accompanying statement of operations and deficit and statement of cash flows for the 12-month period ended _________(M,D,Y), including the notes thereto and the auditor's report thereon;FINANCIAL YEAR END" means _________(M,D,Y);"FORM S-3" has the meaning ascribed thereto in the Registration Rights Agreement;"FORM S-8" has the meaning ascribed thereto in Section 2.6(b);"GOVERNMENTAL ENTITY" means any(a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank or Tribunal;(b) any subdivision, agent, commission, board, or authority of any of the foregoing; or(c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;"GUARANTEE" means any agreement, contract or commitment providing for the guarantee, indemnification, assumption or endorsement or any like commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any Person;"INFORMATION" has the meaning ascribed thereto in Section 5.10(b);"INTELLECTUAL PROPERTY" means any or all of the following and all rights in, arising out of, or associated with:(a) all Registered Intellectual Property;(b) all trade secrets including, without limitation, trade secrets that are inventions (whether patentable or not) and invention disclosures and all proprietary and confidential information including, without limitation, know-how, technical data, techniques, manuals, documentation, reports, records, formulae, processes, descriptions, schematics, specifications, designs, industrial models, design criteria, architectures, schematics for hardware products, systemarchitecture drawings, product test scripts, methodologies, algorithms, sketches, photographs, plans, drawings, samples, reports, studies, findings, inventions, prototypes and ideas, whether patentable or not, whether trade secrets or not and whether in written, graphic or oral form;(c) all business data and information including, without limitation, customer lists, business models, logos, product documentation and web-site materials and marketing collaterals;(d) all rights in the nature of copyright howsoever arising, worldwide (whether domestic or foreign) that subsist in and to any original works (including, without limitation, Software) and which have not been registered under the applicable copyright legislation;(e) all trade names, brand names, logos, unregistered trade-marks;(f) all data, databases and data collections in whatever form or media; and(g) all physical manifestations of any of the foregoing together with all documentation applicable thereto;"INTELLECTUAL PROPERTY RIGHTS" means any and all proprietary, possessory, use and ownership rights, titles and interest (whether domestic or foreign) in and to all intellectual property including issued and unissued patents, registered and unregistered copyrights, registered and unregistered industrial designs, registered and unregistered trade-marks or service marks, confidential information, trade-secrets, mask works, semi-conductor chip designs and integrated circuit topography and all other intellectual and industrial property rights whatsoever and worldwide (whether registered Xor unregistered);"INTERESTED PERSON" means any present or former officer, director, shareholder, employee, consultant or advisor, excluding attorneys, accountants and other third party professional advisors of CCC in connection with this Agreement and the transactions contemplated herein, of or to CCC or any Person with which CCC or any of the foregoing does not deal at arm's length within the meaning of the INCOME TAX ACT (Canada) (including a spouse, parent, child or sibling of any such Person);"INTERIM FINANCIAL STATEMENTS" means the unaudited financial statements of CCC as at _________(M,D,Y), consisting of the balance sheet of CCC as at _________(M,D,Y) and the accompanying statement of operations and deficit and statement of cash flows for the period from the Financial Year End to and including _________(M,D,Y);INTERIM ORDER" means the interim order of the Court, as the same may be amended,granted pursuant to Section 192 of the CBCA in respect of the Arrangement, as contemplated by Section 2.3;"INVESTMENT BUSINESS" has the meaning ascribed thereto in Section 3.2.12;"KEY EMPLOYEES" means those Persons designated as "Key Employees" in the CCC Disclosure Schedule;"KEY EMPLOYEE EMPLOYMENT AGREEMENTS" means the employment agreements between CCC and each of the Key Employees, including non-competition covenants, copies of which are attached to the CCC Disclosure Schedule;"LAWS" means all statutes, regulations, statutory rules, principles of law, orders, published policies and guidelines, and terms and conditions of any grant of approval, permission, authority or licence of any court, Governmental Entity, statutory body or self-regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;"LEASED PROPERTY" means all the right, title and interest of CCC in and to the subject matter (whether realty or personalty) of the Leases;"LEASES" means the real or personal property leases or subleases, or other rights of occupancy relating to real property, which CCC is a party to or bound by or subject to, including those set forth and described in the CCC Disclosure Schedule;"LETTER OF TRANSMITTAL AND ELECTION FORM" means the letter of transmittal and election form for use by holders of CCC Shares, in the form which will accompany the Circular;"LICENCES" has the meaning ascribed thereto in Section 3.1.32;"MATERIAL ADVERSE CHANGE", when used in connection with Redback or CCC, means any change, effect, event or occurrence with respect to its condition (financial or otherwise), properties, assets, ownership, capital, liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations or those of its subsidiaries, if any, that is, or would reasonably be expected to be, material and adverse to the business, properties, assets, operations, condition (financial or otherwise) or prospects of such party and its subsidiaries taken as a whole, other than any change, effect, event or occurrence:(i) relating to the Canadian or United States' economy or securities markets in general; or(ii) generally affecting the industry in which such party operates;"MATERIAL ADVERSE EFFECT", when used in connection with Redback or CCC, means any matter or action that has an effect that is, or would reasonably be expected to be, material and adverse to the business, properties, assets, operations, condition (financial or otherwise) or prospects of such party and its subsidiaries taken as a whole, and "MATERIALLY ADVERSELY AFFECTED" shall have a corresponding meaning;"MATERIAL AGREEMENTS" means the agreements, indentures, contracts, leases, licences, options, instruments and other commitments set forth in the CCC Disclosure Schedule;"NEWCO" means EEE. Inc., a company existing under the laws of the Province of _________, and being a wholly-owned subsidiary of Redback;"NNM" means the distinct tier of The Nasdaq Stock Market referred to as the Nasdaq National Market;"NON-CORE INTELLECTUAL PROPERTY" means any and all Intellectual Property (owned or licenced by CCC) that is necessary or incidental to or used in or useful to the Business or created or acquired by or as part of the Business (whether in existence or in development or planned) other than the CCC Material Intellectual Property;"PERSON" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, company, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;"PLAN OF ARRANGEMENT" means the plan of arrangement substantially in the form and content of Exhibit E hereto and any amendments or variations thereto made in accordance with Section 7.1 hereof or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order;"PRE-EFFECTIVE DATE PERIOD" means the period from and including the date hereof to and including the earlier of the Effective Time and the date of termination of this Agreement pursuant to Section 7.0;"PRINCIPAL SHAREHOLDERS" means those Persons designated as "Principal Shareholders" in the CCC Disclosure Schedule;"PRINCIPAL SHAREHOLDER VOTING AGREEMENTS" means the agreements between Redback and each of the Principal Shareholders, each dated as of the date hereof, substantially in the form and content of Appendix F hereto, with such changes thereto as the parties hereto have approved;"PRODUCTS" means all products that are owned, created, designed, developed, manufactured, marketed, licensed or sold (whether in existence or in development or planned) by or on behalf of CCC, including hardware, software, firmware, interfaces and every type of device all of which are set forth in the CCC Disclosure Schedule, including the Core Products and Technology;"REDBACK COMMON SHARES" means the shares of common stock, having a par value of $0.0001 each, in the capital of Redback;"REDBACK PARTIES" means Redback and Exchangeco, collectively;"REGISTERED INTELLECTUAL PROPERTY" means all Canadian, United States and other foreign: (i) patents, patent applications (including provisional applications) all reissues, divisions, renewals, extensions, continuations and continuations in part thereof; (ii) registered trade-marks and servicemarks, applications to register trade-marks and servicemarks, intent-to-use applications, other registrations or applications to trade-marks or servicemarks; (iii) registered copyrights and applications for copyright registration; (iv) mask work registrations and applications to register mask works; (v) registered industrial designs and all applications therefor; and (vi) domain names;REGISTRATION RIGHTS AGREEMENT" has the meaning ascribed thereto in Section 2.6(d);"REPLACEMENT OPTION" has the meaning ascribed thereto in Section 2.4(c);"REPRESENTATIVES" has the meaning ascribed thereto in Section 5.10(a);"SEC" means the United States Securities and Exchange Commission;"SEC DOCUMENTS" means, with respect to any Person, each report, schedule, form, statement or other document filed with the SEC by such Person pursuant to Section 13(a) or 15(d) of the Exchange Act and all final and effective registration statements and prospectuses filed by such Person with the SEC pursuant to the Securities Act;"SECURITIES ACT" means the United States SECURITIES ACT OF 1933;"SHAREHOLDERS' AGENT" means Andrew Waitman, or such other Person as the parties hereto may approve, in his capacity as shareholders' agent under the Escrow Agreement or the Registration Rights Agreement, as the case may be, and includes any successor shareholders' agent appointed under either such agreement;"SHAREHOLDERS' AGREEMENT" means the shareholders' agreement among FFF Corporation, GGG, Inc., Adam Lorant, Paul Terry, Jim Arseneault and CCC made effective as of _________(M,D,Y), as amended effective as of _________(M,D,Y) and _________(M,D,Y);"SHARE PROVISIONS" means the rights, privileges, restrictions and conditions to be attached to the Exchangeable Shares, which shall be substantially in the form and content of Appendix 1 to the Plan of Arrangement, with such changes thereto as the parties hereto, acting Xreasonably, may approve;"SOFTWARE" means all computer software including, without limitation, application software, systems software, software design tools, interfaces, object libraries, and microcode in object code or source code forms and firmware, embedded in or used to develop products, and any related documentation including, without limitation, technical documentation, system designs and specifications, flow charts, record and file layouts, memoranda, correspondence and other such documentation containing or relating to the design, structure or coding or testing of, or algorithms or routines used in, or errors discovered in or corrected in such software, user guides and manuals related thereto and any other documentations or material (in whatever form, whether human or machine readable, and in whatever media) relating to such software;"SOURCE MATERIALS" has the meaning ascribed thereto in Section 3.1.22(n);"SUBSIDIARY" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;"SUPERIOR PROPOSAL" means any BONA FIDE proposal by a third party directly or indirectly, to acquire all or substantially all of CCC's total assets (which, for greater certainty, shall not include a sale of Products in the ordinary course of business or as disclosed in the CCC Disclosure Schedule) or more than 50% of the outstanding CCC Shares, whether by way of merger, amalgamation, arrangement, take-over bid, sale of assets or otherwise, and that in the good faith determination。

Agreement合同书.docx

Agreement合同书[*]=certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions.this agreement ("agreement") is entered into on _________,_________,_________(M,D,Y), ("effective date") by AAA corporation ("AAA"), having a place of business at _________(Address) and CCC, inc. ("CCC"), having a place of business at _________(Address). AAA and CCC are individually referred to herein as a "party" and collectively as the "parties."recitals:CCC has developed or will develop certain software programs, related materials and documentation hereinafter celled the "products" and more explicitly defined below.AAA desires to obtain from CCC a non exclusive license to use, market, advertise, make or have made derivatives, copy and sublicense such products.CCC desires to give AAA such a license and to support AAA in its application.agreement:now, therefore, in consideration of the foregoing recitals and the covenants and conditions set forth in this agreement the parties agree as follows:1. definitions1.1 "product(s)" means the software program(s), related materials and documentation specified in exhibit a. products also includes any improvements made to the product and accepted by AAA hereunder.1.2 "error" means the error levels set forth in section 6.0.1.3 "improvement(s)" means modifications, enhancements, upgrades and updates to the product supplied by CCC, which are related [*]described in exhibit a1 but only those modifications, enhancements, upgrades and updates which are supplied by CCC and accepted by AAA. CCC should provide AAA with the improvements at least thirty (30) days prior to CCC incorporating the improvement in its products. improvements do not include derivatives of the products or improvements created by AAA or its sublicensees.1.4 "nre" means nonrecurring engineering.1.5 "pcs" means personal conferencing specification.1.6 "real time conferencing" means [*]2. termthe initial term of this agreement will begin on the effective date and continue until _________,_________,_________(M,D,Y). this agreement shall be automatically extended at the end of the initial term for additional one (1) year terms, unless terminated by either party by giving written notice of termination to the other party within ninety (90) days prior to the end of any term.3. license grant3.1 CCC grants to AAA and its subsidiaries a nonexclusive, perpetual royaltyfree, worldwide license to the product in source and object code form, with the rights to incorporate, use, copy, reproduce, modify, advertise, market, make or have made derivative works, manufacture or have the product manufactured, and distribute in conjunction with an AAA conferencing/multimedia product .3.2 CCC grants to AAA and its subsidiaries a non exclusive, perpetual, royaltyfree, worldwide license to sublicense the products in source and object code form, only in combination with real time conferencing software developer kits directly or through its subsidiaries, distributors and representatives. this license includes the right to copy and distribute the product documentation.3.3 products distributed by AAA hereunder will be sublicensed to AAA sublicensees in accordance with AAA's then current standard licensing programs. AAA's sublicensees may incorporate and use the source and object code version of the product only in conjunction with a pcs compliant real time conferencing sublicensee product. sublicensees may not further sublicense the source code form of the product. sublicensees may not further sublicense the object code of the product except as described above.3.4 CCC also grants AAA and its sublicensees a nonexclusive right to use CCC's trademarks in association with the product, provided that all such trademarks shall be clearly identified. AAA may also use its name and trademarks in association with CCC's.3.5 all copies of the product made by AAA and it sublicensees shall contain CCC's or its vendors copyright notices.3.6 CCC's copyright notices and trademarks are listed in exhibit c.3.7 AAA may distribute improvements to its sublicensees, subsidiaries, distributors, and representatives by any method (including electronic bulletin board) provided such method contains a procedure insuring such distribution of improvements are made only to AAA's sublicensees, subsidiaries, distributors, and representatives properly licensed or authorized in accordance with this agreement.3.8 AAA acknowledges that CCC considers product source code to be a trade secret. AAA shall not disclose or otherwise make product source code available in whole or in part, in any form, except with the same degree of care and sublicensing restrictions which AAA provides for its own confidential end trade secret information.4. productCCC will develop and provide AAA with the product deliverables, documentation, and materials as specified in exhibit a.5. acceptance procedure5.1 AAA shall have sixty (60) days after receipt of each product in which to accept or reject it. rejection will be based on the product's failure to meet the specifications identified in exhibit a.5.2 during the acceptance period, AAA will give CCC written notice of any error in the product. CCC will correct such errors within thirty (30) days following receipt of notice. after CCC delivers a corrected product AAA will have an additional sixty (60) days to accept or reject the corrected product. AAA will notify CCC in writing of product acceptance.5.3 if CCC fails to deliver an acceptable product within one hundred twenty (120) days after the delivery date specified in exhibit a, AAA may terminate this agreement in accordance with paragraph 14.0, termination, and CCC will refund any fees paid hereunder.6. maintenance, support and training6.1 CCC shall exercise its best efforts to maintain the product at no cost to AAA for the term of this agreement for all levels of errors described below, in accordance with the following procedure:(i) level "1" error critical;line down error; basic service provided by the product is interrupted, the product is not usable for a major specified function. CCC response: within two (2) business days from AAA's written notification to CCC and provided AAA has provided CCC with the necessary hardware, software and documentation necessary for CCC to reproduce the problem, CCC shall provide to AAA a proposed plan to correct such error. if a workaround cannot be found, an update will be prepared on an emergency basis.(ii) level "2" error:important; basic service provided by the product is degraded; some functions may not be available or may be inadequate; convenient work around does not exist.CCC response: within ten (10) business days from AAA's written notification to CCC and provided AAA has provided CCC with the necessary hardware, software and documentation necessary for CCC to reproduce the problem, CCC shall provide to AAA a proposed plan to correct such error. CCC shall provide a weekly status on its progress in resolving the problem. if a workaround cannot be found within a reasonable time, an update will be prepared on an emergency basis.(iii) level "3" error:minor or annoying; functional problems cause inconvenience to users of the product; workaround exists; the product recovers on its own, but the problem continues.CCC response: within thirty (30) calendar days from AAA's written notification to CCC and provided AAA has provided CCC with the necessary hardware, software and documentation necessary for CCC to reproduce the problem, CCC shall provide to AAA a proposed plan to correct such error. CCC shall provide a monthly status on its progress in resolving the problem.(iv) level "4" error:suggestion or comment; no immediate response is necessary. suggestions and comments can be incorporated in the next update if AAA and CCC deem it appropriate. if AAA is unable to solve a sublicensee's problem, CCC will assist AAA by telephone according to the above priorities, with respect to the use and operation of the product. such assistance will be available to AAA at no cost continuously during CCC's regular business hours.6.2 CCC agrees to provide AAA with support for the product for a minimum of two (2) years ("initial support period',) beginning _________,_________,_________(M,D,Y). this initial support period may be renewed for additional oneyear periods upon agreement between the parties. in the eventof a material breach of the agreement by CCC, AAA may terminate the any support period and receive a refund prorated as of the effective date of the termination.6.3 if CCC fails to honor its obligations under this paragraph 6.0, AAA may withhold any payment due CCC under this agreement until CCC provides the required assistance.6.4 CCC will provide at least two (2) days of training to AAA's technical staff for the product provided hereunder at AAA's premises. training will cover the design, use and maintenance of the product. training will be conducted at times mutually agreeable to AAA and CCC and AAA will reimburse CCC for reasonable travel and living expenses.7. feesin consideration of the license granted and the support to be provided hereunder, AAA shall compensate CCC in accordance with the fees set forth in exhibit b.8. taxesall taxes based upon AAA's use, sale, or possession of the product, other than income or franchise taxes due from CCC will be borne and paid by AAA.9. warranty9.1 CCC represents and warrants that it has good and merchantable title to the products and has the sufficient right, title and interest in the products to enter into and perform this agreement and that it has not done nor will it do any act or entered into any agreement which limits or restricts performance of this agreement.9.2 CCC represents and warrants that the product is CCC's original work and CCC agrees to execute the certificate of originality set forth in exhibit d at the same time this agreement is executed by CCC.9.3 during the term of this agreement, including any extensions hereof, CCC represents and warrants that the product will meet the specifications set forth in exhibit a. CCC will use its best efforts to correct any defects or errors which materially affect the operation of the product in accordance with the obligations set forth in paragraph 6, maintenance and support.9.4 any and all other express or impled warranties including warranties of merchantability and fitness for a particular purpose are expressly excluded.10. patent and copyright indemnificationCCC will defend any suit or proceeding brought against AAA, its subsidiaries and its sublicensees based on a claim that the product in whole or in part infringe any patent, copyright, trade secrets, or other AAAlectual property right, if notified of such claim in writing and given authority, information and assistance (at CCC's expense) for the defense of same. CCC will pay all damages and costs awarded therein against AAA, its subsidiaries and its sublicensees and all expenses incurred by them, including attorney fees. if the product or any portions thereof are held in such suit to constitute infringement and AAA's use of the same is enjoined, CCC will at its own expense, procure for AAA, including its subsidiaries and its sublicensees the right to continue using them, replace them with noninfringing products, or modify them to become noninfringing.11. limitation of liabilityneither party will be liable for any incidental, special or consequential damages, including but not limited to loss of profits or loss of use, arising out of any breach or failure under this agreement.12. nondisclosure and confidentiality12.1 the terms, conditions and obligations under which either party may from time to time disclose or receive confidential information are set out in the corporate nondisclosure agreement ("cnda") number 46163 executed between the parties. the parties may disclose confidential information to each other pursuant to a duly executed confidential information transmittal record form referencing such cnda.12.2 neither party may use the other parties name in advertisements nor otherwise disclose the existence or content of this agreement without the other parties prior written consent.13. evaluation and marketingthis agreement does not preclude AAA from evaluating or marketing similar products nor will it be construed as an obligation on AAA part to market or distribute the product.14. termination14.1 either party may terminate this agreement if the other: (a) breaches any material provision of this agreement and fails to cure the same within thirty (30) days after receipt of written notice from the other party; (b) files or has filed against it a petition in bankruptcy; (c) has a receiver appointed to handle itsassets or affairs; (d) makes or attempts to make an assignment for benefit of creditors; or (e) undergoes a change in control through acquisition, except as provided under paragraph 16.0, assignment.14.2 in the event of termination by AAA under paragraph 14.1, AAA's license to use the products per paragraph 3.0, license grant, shall continue in full force and effect. in the event of termination by CCC under paragraph 14.1, AAA's license to use the products per paragraph 3.0 , license grant, shall immediately cease, except as provided under paragraph 14.5.14.3 in the event the use of the product developed hereunder is enjoined in accordance with paragraph 10.0, patent and copyright indemnification, AAA may immediately cease all fee payments and may terminate this agreement without liability. however, in all situations CCC's obligations contained in paragraphs 10.0, patent and copyright indemnification, and 12.0, nondisclosure, shall survive termination14.4 the rights and remedies provided in this paragraph 14.0 are in addition to any other rights and remedies provided at law or in equity.14.5 termination of this agreement by either party for any reason will not affect the right of any end user to use the product under sublicense granted in accordance with this agreement.15. force majeureneither party will be liable for any failure to perform due to unforeseen circumstances or causes beyond the parties reasonable control, including, but not limited to, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, flood, accident, strikes, inability to secure transportation, facilities, fuel, energy, or materials. time for performance will be extended by the length of the force majeure.16. assignmentAAA may assign all or any part of its rights or obligations to AAA subsidiaries without CCC's consent. otherwise, neither party may assign any rights hereunder without the prior written consent of the other, which consent shall not be reasonably withheld. any attempt to assign any rights, duties or obligations hereunder will be void.17. relationship of partiesboth parties hereto are independent contractors. neither party will have theauthority to act for and or bind the other in any way, or to represent that either is responsible for the acts of the other. nothing herein will be construed as forming a partnership or agency between the parties.18. ownershiptitle to the product developed by CCC shall remain with CCC or its vendors. title to AAAdeveloped or AAA sublicenseedeveloped derivatives shall be owned by AAA or its sublicensees.19. notices and requestsall notices and requests required under this agreement will be in writing, will reference this agreement and will be deemed given upon delivery if personally delivered or upon receipt if sent by registered or certified mail, postage prepaid, return receipt requested, to the addresses listed below, which addresses may be modified upon subsequent written notice.notices to AAA will be sent to:AAA corporationAddress: _________Attention:_________notices to CCC will be sent to:_________(Name)CCC, inc.Address: _________Attention:_________20. governing lawthe terms herein will be governed by the laws of the state of oregon.21. personal conferencing work group (pcwg(tm))AAA, a core member of the pcwg (an unincorporated association of members of the personal computer and telecommunications industries), may submit elements of theinterface protocols of the product as defined in exhibit a1 to the pcwg for possible inclusion in the personal conferencing specification (pcs).in the event any or all of the product's interface protocol is accepted by the pcwg, CCC agrees not to assert claims of patent, copyright, or trade secret infringement against members of the pcwg or against pcs licensees for use of the subject interface protocols. any such covenants not to assert claims of infringement shall not extend to associated products not required to meet to pcs.22. isdn services CCCwill use commercially reasonable efforts to obtain isdn service at its offices by q2 '95.23. entire agreementthis agreement, which includes, without limitation, the recitals, and its exhibits constitutes the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements and negotiations, oral or written, express or implied, and may only be modified in a writing signed by authorized representatives of both parties. no waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach.24. attorney's feesCCC shall be reimbursed for reasonable attorney's fees incurred in the event of nonpayment by AAA for any undisputed amounts pursuant to this agreement.25. exhibitsthe following exhibits are included as part of this agreement:25.1 exhibit a product deliverables, documentation and delivery dates25.2 exhibit a product specifications25.3 exhibit b fees25.4 exhibit c CCC's copyrights and trademarks25.5 exhibit d certificate of originalityagreed and accepted:AAA corporation CCC inc.By:/S/_________ By:/S/_________Name: _________ Name: _________Title:_________ Title:_________Date: _________,_________,_________ Date: _________,_________,_________ exhibit aproduct deliverables, documentation and delivery datesproduct deliverables:[*]documentation:delivery dates:proshare and richimage integration strategyintroductionrichimage print captureprint capture driver identificationprint job beginning/ending controlprint data transferprint error handlingrichimage display libraryproshare and richimage integration strategyexhibit bfeesproduct nre:AAA will pay CCC nre fees in the amount of [*] for integrating the product with AAA's proshare product. AAA has already made payment to CCC in the amount of [*] under purchase requisition number _________ dated _________,_________,_________(M,D,Y). the remaining [*] will be paid to CCC within thirty (30) days from AAA's acceptance of [*] as set forth in exhibit a.CCC may, to accelerate payment of the nre, submit the [*] for AAA acceptance before the dates specified in exhibit a.product source code fee:AAA will pay CCC a source code fee in the amount of [*] within thirty (30) days from AAA's signature of this agreement.support fees:AAA will pay CCC [*] per year, payable quarterly. these support fees will be paid in advance quarterly, beginning _________,_________,_________(M,D,Y).exhibit cCCC's copyrights and trademarksCCC's copyright notices and trademarks are listed below:copyright notice:(c)CCC, inc. 199394. all rights reserved.trademark:richimage(tm)exhibit dcertificate of originalitythis questionnaire must be completed by the company official furnishing a software material (program product or offering and related documentation, or other software material) for AAA.one questionnaire can cover one complete product, even if that product includes multiple modules. however, a separate questionnaire must be completed for the code and another for its related documentation (if any).please leave no questions blank. write "not applicable" or "n/a" if a question is not relevant to the furnished software material.****1. name of the software material (provide complete identification, including version, release and modification numbers for programs and documentation). richimage(tm) portable document software v1.04 specified in exhibit a1.2. was the software material or any portion thereof written by any party other than you, or your employees working within their job assignment? yes no [x] if yes, provide the following information:2.1 indicate if the whole software material or only a portion thereof was written by such party, and identify such portion: n/a2.2 specify for each involved party:(i) name: n/a(ii) company: n/a(iii) address: n/a(iv) if the party is a company, how did it acquire title to the software material (e.g., software material was written by company's employees as part of their job assignment)? n/a(v) if the party is an individual, did s/he create the software material while employed by or under contractual relationship with another party? yes no n/a if yes, provide name and address of the other party and explain the nature of the obligations:2.3 how did you acquire title to the software material written by the other party? n/a3. was the software material or any portion thereof derived from any third party's preexisting material(s)? yes [x] no if yes, provide the following information for each of the preexisting materials:3.1 name of the materials: [*]3.2 owner: [*]3.3 how did you get the right to use the preexisting material(s)?this is a widely available commercial library product which we licensed under [*] standard license. we are providing object/code only to AAA for this portion of the product.4. identify below, or in an attachment, any other circumstances which might affect AAA's ability to reproduce and market this software product, including:4.1 confidentiality or trade secrecy of preexisting materials: n/a4.2 known or possible royalty obligations to other: n/a4.3 preexisting materials developed for another party or customer (including government) where you may not have retained full rights to the material: n/a4.4 Materials acquired from a person or company possibly not having title to them: N/A4.5 Other circumstances:CCC, INC.CCCBy: /S/ _________Name: _________Title: _________Date: _________,_________,_________DateFIRSTAMENDMENT TOAGREEMENT NO. _________BETWEEN AAA CORPORATION AND CCC, INC.EFFECTIVE _________,_________,_________(M,D,Y)This First Amendment ("First Amendment") to the Source Code License Agreement between AAA Corporation ("AAA") and CCC, Inc. ("CCC") dated effective _________,_________,_________(M,D,Y) ("Agreement") is hereby effective _________,_________,_________(M,D,Y) ("Effective Date"), and modifies, amends and changes the Agreement as set forth below.AGREEMENTFor good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:1. Unless expressly set forth herein, all other terms and conditions in the Agreement remain in full force and effect.2. Unless expressly set forth herein, capitalized terms herein shall have meanings given them in the Agreement.3. Additions and changes to the Agreement are as follows:3.1 The attached Exhibit A2 is added to and made a part of this Agreement.4. The Agreement and this First Amendment are to be read together as one document. If any terms in the Agreement conflict with any terms in this First Amendment, the terms in this First Amendment shall govern regarding the subject matter herein.5. This First Amendment, which incorporates the Agreement constitutes the entire Agreement between the Parties relating to the subject matter herein and supersedes all prior and contemporaneous agreements, discussions, negotiations, and understandings.IN WITNESS WHEREOF, the Parties, by and through their respective representatives, hereby execute this Agreement.AAA CORPORATION CCC, INC.By:/S/_________ By:/S/_________Name: _________ Name: _________Title:_________ Title:_________EXHIBIT A2Phase Two Product Specifications, Product Deliverables, Documentation, DeliveryDates and FeesAttached in the following pages 14.AAA Deliverables:[*]The above source code may be used internally only to complete this Phase Two of this Agreement.CCCINCORPORATEDFAX TRANSMISSION_________,_________,_________(M,D,Y)TO: Bob Rossi, AAAFR: _________(Name), CCCRE: Project QuotesDear Bob:Although I haven't heard from Imad yet, I expect that you need to move forward in evaluating the quotes you asked me to give. So, in what follows, I have made what I hope are reasonable assumptions about the scope of work based on the overview that Imad gave me when we visited in January.[*]CCCINCORPORATEDEstimated completion time: [*]Fee for services: [*][*]Estimated completion time: [*] (Some flexibility here depending on your priority.)Fee for services: [*]Additional WorkWe have also had some indepth discussions here about the [*] we discussed in our meeting with you. We are excited by this idea technically, and are eager to implement this kind of functionality for ProShare. I'd like to talk with you about some ideas we have of how that might be organized and started.Please give me a call to discuss things when you have time.By: /S/ _________Name: _________Title: _________EXHIBIT A3Product Specifications, Product Deliverables, Documentation, Delivery Dates and FeesProduct Deliverables:[*]Documentation:RichImage Interface Specification, Final VersionMilestones:1. [*]Delivery Date: [*]RichImage demo on [*] (standalone w/o Notebook).Onsite visit to demo end deliver binaries.Acceptance Criteria: [*]2. Notebook Integration [*] Delivery Date: [*]Complete RichImage integration with Notebook. Documentation update.Onsite visit to integrate Notebook sources.Acceptance Criteria:[*]3. QA/Beta Cycle2 possible onsite visits for defect resolution.4. [*]RichImage Delivery Date: [*]RichImage demo on [*] (standalone w/o Notebook).Onsite visit to demo and deliver binaries.Acceptance Criteria: [*]5. Notebook Integration [*] Delivery Date: [*]Completed RichImage integration with Notebook. Documentation update.Onsite visit to integrate Notebook sources.Acceptance Criteria:[*]6. QA/Beta Cyclepossible onsite visits for defect resolution.AAA Deliverables:ProShare(R) Notebook [*] binaries Delivery Date: [*]Payments:AAA shall pay the following fees in exchange for the work performed hereunder: NonRecurring Engineering Payments:Subject to AAA's acceptance of BBB's work according to themilestones set forth in this Exhibit A3, AAA shall pay BBB nonrecurring engineering fees as follows:Milestone Description Payment AmountMilestone No. 2 [*] RichImage [*]Milestone No. 5 [*] RichImage [*]Travel expenses incurred by BBB during the course of this work will be paid by BBB.Maintenance, Support and Training:Maintenance and support during the QA/Beta cycle will be provided to AAA pursuant to the terms of the Agreement.ASSIGNMENT AND ASSUMPTIONPursuant to the terms of an Asset Purchase Agreement effective upon the closing date, (the "Asset Purchase Agreement") CCC, Inc. ("CCC") is assigning all of its rights and delegating all of its obligations under and to the following agreement (the "Agreement") to BBB, Inc. ("BBB"): The Agreement No. _________ Between AAA Corporation (the "Company") and CCC, Inc. dated _________,_________,_________(M,D,Y).The Company hereby consents to CCC's assignment and delegation of the Agreement to BBB.BBB hereby agrees, subject to and effective upon the closing under the Asset Purchase Agreement, to assume all rights and obligations of CCC under the Agreement.IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption to be executed by their duly authorized representatives as of _________,_________,_________(M,D,Y).BBB CCCBBB, Inc. CCC, Inc.By:/S/_________ By:/S/_________Name: _________ Name: _________Title:_________ Title:_________。

Agreement范本(标准版)

Agreement范本(标准版)Agreement template (Standard Version)甲方：___________________________乙方：___________________________签订日期：____ 年 ____ 月 ____ 日合同编号：XX-2020-01Agreement范本(标准版)前言：合同是民事主体之间设立、变更、终止民事法律关系的协议。

依法成立的合同，受法律保护。

本文档根据合同内容要求和特点展开说明，具有实践指导意义，便于学习和使用，本文档下载后内容可按需编辑修改及打印。

1.tsinghua university has agreed to admit d r.______ （name）from_________（country）as a post doctoral researcher at sc hool （college, institute, center, department）of ________.2.prof.________（name）as side a has been entrusted by presi dent of school （college, institute, center, dep artment）of______________ in tsinghua university to sign this agreement with dr._________（name）as side b on the basis of friendly c ooperation, and both sides will pledge to consc ientiously fulfill all obligations stipulated in the agreement.3.the period of validity of the agreement will be from the day of_______（month）, 200 _ （year）to the __day of __ ___（month）200__ （year）.4.side b will fulfill the following research ag reed by both sides:title of research project（s）:effects of oxygenated fuels on combustion and e missions in optical engine.assignments and expected targets of the research project（s）:study the effects of oxygenated fuels on spray, ignition, speed of flame propagation, temperatu re field and particulate field, and obtain usef ul information about how to reduce emissions fr om engines.5.obligations of side a:side a will provide side b with indispensable coworker, instruments for the latter’s research. side a will provide side b with research-related supervision and cooperation.under present conditions, side a will provide s ide b with convenience in the latter’s researc h, living condition.side a will introduce related instruments’oper ation rules and regulations to side b.6.obligations of side b:side b should comply with the laws, decrees an d relevant regulations enacted by chinese govern ment, and should not interfere with chinese int ernal affairs, and should not involve in any a ctivities that is not commensurate with the pos ition of a post doctoral researcher.side b should observe the regulations enacted b y side a.side b should complete the assignments in item 4 within the period in item 3.all research f ruits achieved by side b supported by side a during the period should be side a’s intellect ual properties, and side b’s publication about his/her research should be issued in the name of a post doctoral research of tsinghua unive rsity.side b should submit his/her research summary t o side a before one to two months of expirati on, give a presentation to academic committee a nd will be evaluated by fellow specialists abou t his/her research.7.salary（1）□side b will receive ¥yuan （rmb）as his/her salary paid by side a month ly.（2）□√side a will not provide side b wit h any salary.（3）□side b will receive his/her monthly p ayment of¥yuan in the form of schola rship supported by.8.housingduring the period in item 3, side a will prov ide side b with a furnished apartment with a bathroom and a kitchen. side a will pay the r ent for side b and side b will pay the other expenses such as coal gas , water and electr icity supplies.9.medical carewithin the period in item 3, side a will tran sact a medical card of tsinghua university hosp ital for side b. with the card, the latter ca n see a doctor in the hospital, and should pa y the expenses by himself/herself.when asking for a sick leave, side b should h ave a doctor’s certificate about his/her health condition.10.vacationwithin the period in item 3, side b can enjoy vacations such as winter vacation and summer vocation scheduled by tsinghua university.11.arrangement of childrenduring the period in item 3, side a will prov ide side b with the help for his/her children living in china to go to kindergarten or sch ool.12.revision, cancellation and termination of the agreementboth sides should abide by the agreement and s hould not revise, cancel and terminate the agre ement without mutual approval. if dissensions ar ise about the agreement, both sides should cons ult with each other and mediate any disputes.side a has the right to formally repeal the a greement reached by both sides under the follow ing conditions:（ⅰ）side b does not fulfill the agreement o r is not consistent with the stipulated obligat ions after side a has pointed out his/her wron g action.（ⅱ）the diagnosis about side b’s health sho ws that he/she can not continue his/her researc h after a thirty day sick leave.side b has the right to formally repeal the a greement reached by both sides under the follow ing conditions:（ⅰ）side a has not provided side b with ne cessary research instruments and living condition s.（ⅱ）side a has not paid side b’s salary o n schedule.13.after the expiration of the agreement, sideb should move out the apartment offered by sid e a. if side b does not move out on time, t singhua university will deal with the situation according to relevant regulations. and side b will bear all expenses he/she stays in china.14.the agreement will take effect after both si des’signature, and it will become invalidation after the expiration in item 3.side a （signature）side b （signature）date:-------- Designed By JinTai College ---------。

合作协议书格式要求范本(3篇)

第1篇协议编号：____________________签订日期：____________________甲方（以下简称“甲方”）：名称：____________________地址：____________________法定代表人：____________________联系电话：____________________电子邮箱：____________________乙方（以下简称“乙方”）：名称：____________________地址：____________________法定代表人：____________________联系电话：____________________电子邮箱：____________________鉴于甲方和乙方在______（项目名称或合作领域）方面具有共同的合作意愿，为明确双方的权利、义务，经友好协商，特订立本协议，以资共同遵守。

第一章总则第一条合作目的甲乙双方本着平等互利、诚实信用的原则，共同开展______（项目名称或合作领域）的合作，实现资源共享、优势互补，共同发展。

第二条合作期限本协议的有效期为______年，自双方签字盖章之日起生效，至______年______月______日止。

第三条合作范围本协议的合作范围包括但不限于以下内容：1. 甲方提供______（具体资源或服务）；2. 乙方提供______（具体资源或服务）；3. 双方共同开展______（合作项目或活动）。

第二章合作内容第四条甲方责任1. 甲方应按照协议约定，按时、按质、按量提供约定的资源或服务；2. 甲方应对提供的资源或服务承担相应的法律责任；3. 甲方应积极配合乙方开展合作项目或活动。

第五条乙方责任1. 乙方应按照协议约定，按时、按质、按量提供约定的资源或服务；2. 乙方应对提供的资源或服务承担相应的法律责任；3. 乙方应积极配合甲方开展合作项目或活动。

第六条合作项目或活动1. 双方应共同制定合作项目或活动的实施方案，明确项目或活动的目标、任务、时间表等；2. 双方应按照实施方案，共同推进项目或活动的实施；3. 双方应定期召开会议，总结项目或活动进展情况，协调解决遇到的问题。

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Agreement协议书THIS AGREEMENT by and between AAA Corporation, a _________(address)corporation (the ¡°Company¡±), and BBB(sb) (the ¡°Executive¡±), dated as of _________,_________,_________(M/D/Y).WITNESSETHWHEREAS, in consideration of the Executive¡¯s dedicated service to and leadership of the Company and the commitments and covenants contained herein, the Company and the Executive are entering into this Agreement.NOW, THEREFORE, it is hereby agreed as follows:1. Company Obligations.(a) Benefits. Commencing upon _________,_________,_________(M/D/Y) (or such earlier retirement date as may be approved by the Human Resources and Board Governance Committee (the ¡°Committee¡±) of the Company¡¯s Board of Directors, or the Executive¡¯s termination of employment due to his death or Disability (as defined herein), and continuing for the remainder of the Executive¡¯s life (or until such earlier time, if ever, as the Executive notifies the Company in writing that any such benefit or service no longer needs to be provided), the Company hereby agrees to provide the Executive with the following benefits:(i) Aircraft. Upon the Executive¡¯s request from time to time, the Company will make available for the personal use of the Executive and/or his spouse (the ¡°Spouse¡±), and their respective invitees, a corporate aircraft (either owned by the Company or chartered by the Company at the Company¡¯s expense) for an aggregate of 150 hours of actual flying time per calendar year, on a basis and terms no less favorable than those applicable to the Executive as of the date hereof, provided that the Executive or his Spouse must always be a passenger during any such flights.(ii) Office and Administrative Support. An office suite of a size and with furnishings and equipment appropriate for the chief executive officer of the Company, located in such location and in such city in the United States as the Executive may select from time to time, and in no event less favorable than the office suite, furnishings and equipment provided to the Executive as of the date hereof. The Executive shall also receive administrative support on the same basis and terms as the Executive is provided with administrative support as of the date hereof, which administrative support shall include the employment by the Company of an administrative assistant/secretary selected by the Executive of a skill level at least equal to that of the Executive¡¯s primary administrative assistantas of the date hereof, with the total compensation level (including salary, benefits and periodic increases and eligibility for bonus and stock option grants) of such assistant being at least equal to that provided to the Executive¡¯s primary administrative assistant as of the date hereof and with periodic pay increases that are at least equal to those provided to the primary administrative assistant of the then chief executive officer of the Company.(iii) Automobile. A car and driver, as may be requested by the Executive from time to time, on a basis and terms no less favorable than such car and driver are provided to the Executive as of the date hereof.(iv) Financial Planning. Financial planning, tax and estate planning and tax preparation services (including accounting and legal services), as may be requested by the Executive, on a basis and terms no less favorable than such services are provided to the Executive as of the date hereof, provided that, upon the Executive¡¯s death, his Spouse should she survive him shall be entitled to receive such services for her personal tax returns for the calendar year immediately following the calendar year of the Executive¡¯s death and with respect to the Executive¡¯s federal and state estate tax returns for each calendar year following his death through and including the calendar year during which the Executive¡¯s federal and state estate tax returns are filed and accepted by the respective taxing authorities.(v) Home Security. Home security on a basis and terms no less favorable than home security is provided to the Executive as of the date hereof.(b) Charitable Contribution. Within the two-year period commencing on _________,_________,_________(M/D/Y)(or such earlier retirement date as may be approved by the Committee), or the Executive¡¯s termination of employment with the Company due to his death or Disability, the Company will cause the Company Charitable Foundation to make charitable contributions totaling $ _________ million in the aggregate in the Executive¡¯s name to up to three (3) separate academic institutions of the Executive¡¯s (or in the event of the Executive¡¯s death, his Spouse¡¯s) choice; each of which contributions are to be made within ninety (90) days following the Executive¡¯s (or his Spouse¡¯s) written notification to the Company of the selection.(c) Supplemental Retirement Benefits. Commencing as soon as practicable following _________,_________,_________(M/D/Y) (or such earlier retirement date as may be approved by the Committee), or the Executive¡¯s termination of employment with the Company due to his death or Disability, or at such later commencement date or dates as the Executive may elect (with respect to all or a portion of the Supplemental Retirement Benefits), the Company shall provide the Executive with the supplemental retirement benefits and alternative payment options under theCompany¡¯s Supplemental Executive Retirement Plan (1996 Restatement), as amended (the ¡°SERP¡±), consistent with the resolutions adopted by the Committee at its meeting on _________,_________,_________(M/D/Y) and Amendment Six to the SERP, a copy of which is attached hereto as Exhibit A (the ¡°Supplemental Retirement Benefits¡±). The methodology for calculating the Supplemental Retirement Benefits shall be consistent with the methodology and data used in the calculations provided to the Company¡¯s Director of Executive Compensation by William M. Mercer in the attachments to its letter dated _________,_________,_________(M/D/Y). The SERP, as amended consistent with this Section 1(c), may not be amended with respect to the Executive in any manner after the date hereof without his express written consent, and any attempt to do so without the Executive¡¯s consent will be null and void with respect to any such amendment¡¯s applicability to the Executive. Notwithstanding the amendment and termination provisions of Section 12 of the Trust Agreement for the Retirement Income Assurance Plan and the Supplemental Executive Retirement Plan dated _________,_________,_________(M/D/Y) (¡°Trust Agreement¡±), the Company shall not revoke or amend the Trust Agreement as it applies to the Executive without the express written consent of the Executive. If a ¡°change of control¡± of the Company (as defined in any equity incentive plan of the Company or any employment or severance agreement between the Company and a senior executive officer) is reasonably expected to occur, then prior to the occurrence of any such change of control, the Company and the Executive shall agree to the value of the remaining benefit obligations under this Agreement, and the Company shall contribute such amount to the Trust Agreement for the benefit of the Executive in accordance with the terms of the Trust Agreement.(d) Taxes. In the event that, based on the reasonable advice of the Company¡¯s tax counsel and auditors, any of the benefits or services set forth in Sections 1(a)(i) through (v) are treated as taxable income to the Executive (or after the Executive¡¯s death, his estate or Spouse) for tax purposes, each year the Company shall pay the Executive (or after the Executive¡¯s death, his estate or Spouse) a tax gross-up payment (which covers Federal, state and local income taxes), so that the Executive (or after the Executive¡¯s death, his estate or Spouse) is in the same after-tax position as if such benefits had not been treated as taxable income to the Executive (or after the Executive¡¯s death, his estate or Spouse). The Executive (or after the Executive¡¯s death, his estate or Spouse) shall be entitled to rely upon such advice of the Company¡¯s tax counsel and auditors in filing his annual tax returns. In the event that, as to any year with respect to which any of the benefits or services set forth in Sections 1(a)(i) through (v) were not treated by the Company as taxable income to the Executive (or after the Executive¡¯s death, his estate or Spouse) and as to which the Executive (or after the Executive¡¯s death, his estate or Spouse) was not paid the above tax gross-up payment, the U. S. Internal Revenue Service or any other taxing authority determines that any of such benefits or services should have been treated as taxable income to the Executive (or after the Executive¡¯s death, his estate orSpouse) for tax purposes, then (i) as to the tax year(s) in question, the Company shall pay the Executive (or after the Executive¡¯s death, his estate or Spouse) such a tax gross-up payment (which covers Federal, state and local income taxes, plus all penalties and interest) and (ii) as to each succeeding tax year, to the extent not theretofore paid, the Company shall pay the Executive (or after the Executive¡¯s death, his estate or Spouse) such a tax gross-up payment (which covers Federal, state and local income taxes with respect to the applicable benefits).(e) Disability. For purposes of this Agreement, ¡°Disability¡± means the absence of the Executive from the Executive¡¯s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to physical or mental illness or injury, which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive¡¯s legal representative (such agreement as to acceptability not to be withheld unreasonably).2. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive¡¯s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliates for which the Executive may qualify, nor shall anything in this Agreement limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliates. Vested benefits and other amounts that the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract of agreement with, the Company or any of its affiliates on or after the Executive¡¯s date of termination shall be payable in accordance with the terms of each such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.3. Full Settlement. The Company¡¯s obligation to make the payments provided for in, and otherwise to perform its obligations under, this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Executive or others, including pursuant to Section 5.5 of the SERP (as amended by Amendment Four). The rights and benefits provided herein shall in no event be reduced, forfeited or discontinued (including pursuant to Section 5.5 of the SERP, as amended by Amendment Four), regardless of whether the Executive obtains other employment or otherwise. The Company agrees to pay, to the fullest extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended.4. Non-Competition/Non-Solicitation/Confidential Information/Cooperation.(a) The Executive agrees that, during the two-year period immediately following the Executive¡¯s retirement from the Company and all of its affiliates, the Executive will not, without the written consent of the Company, provide substantial services (whether as an employee, officer, director or consultant) to any business organization or other entity that is a Competitor of the Company or its affiliates. For this purpose, a ¡°Competitor¡± means a national or regional bank or financial services provider with significant national or regional market share, that provides services or products that compete with services or products provided by the Company or its affiliates in geographical areas where the Company or its affiliates provide such services or products. Thus, by way of illustration and not by way of limitation, the Executive¡¯s performing substantial services for a small community bank after his retirement from the Company and its affiliates would not violate this Section 4(a). In addition, it will not be a violation of this Section 4(a) for the Executive to continue serving as a member of any board of directors that the Executive is serving on immediately prior to his retirement.(b) The Executive agrees that, during the two-year period immediately following the Executive¡¯s retirement from the Company and all of its affiliates, the Executive will not recruit, hire or attempt to recruit or hire, directly or by assisting others, or otherwise entice or encourage to leave employment any of the Company¡¯s or its affiliates¡¯ executive officers employed by the Company or its affiliates (i) at the time of the Executive¡¯s retirement or (ii) at any time during the six (6) month period prior to the Executive¡¯s retirement.(c) The Executive will hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates and their respective businesses that the Executive obtains during the Executive¡¯s employment by the Company or any of its affiliates and that is not public knowledge (other than as a result of the Executive¡¯s violation of this Section 4) (¡°Confidential Information¡±). The Executive shall not communicate, divulge or disseminate Confidential Information at any time after the Executive¡¯s employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process.(d) The Executive agrees to cooperate with the Company and its affiliates following his retirement by making himself available to testify on behalf of the Company and its affiliates or be deposed, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, and to assist the Company and its affiliates in any such action, suit or proceeding by providing information and meeting with representatives of the Company or its affiliates or any such entities counsel, as may be reasonably requested by the Company from time to time.The Executive agrees to cooperate with the Company following his retirement by making himself available on occasion, at the Executive¡¯s convenience in the Executive¡¯s discretion, to attend Company sponsored corporate and business functions, as may be reasonably requested by the Company. The Company shall promptly reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in connection with any such cooperation.(e) If any restriction set forth in this Section 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic areas as to which it may be enforceable. The restrictions contained in this Section 4 are necessary for the protection of the Confidential Information of the Company and its affiliates and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach or threatened breach of this Section 4 could cause the Company and its affiliates irreparable harm for which there is no adequate remedy at law and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company and its affiliates shall be entitled to specific performance and injunctive relief.(f) Any termination of the Executive¡¯s employment or of this Agreement shall have no effect on the continuing operation of this Section 4, provided that, notwithstanding anything contained herein to the contrary, the restrictions in Sections 4(a) and (b) shall immediately terminate and have no further effect upon the occurrence of a ¡°Change of Control¡± of the Company (as defined in the employment or severance agreement between the Company and the chief executive officer of the Company, as in effect from time to time).5. Successors.(a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive¡¯s estate and legal representatives.(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company wouldhave been required to perform it if no such succession had taken place. As used in this Agreement, ¡°the Company¡± shall mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise. For purposes of this Agreement, ¡°affiliate¡± shall mean any entity controlled by, controlling or under common control with the Company.6. Miscellaneous.(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Rhode Island, without reference to its principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.(b) All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:If to the Executive:At the last address on file in the Company¡¯s recordsIf to the Company:AAA Corporation_________(address)Attention: _________or to such other address as either party furnishes to the other in writing in accordance with this Section 6(b). Notices and communications shall be effective when actually received by the addressee.(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.(d) Notwithstanding any other provision of this Agreement, the Company maywithhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.(e) The Company represents and warrants to the Executive that the execution and delivery of this Agreement and the terms thereof have been duly and validly authorized and that all corporate actions required to be taken by the Company for the execution, delivery and performance of this Agreement have been duly and effectively taken. The Company acknowledges that the Executive has relied upon such representations and warranties in entering into this Agreement.(f) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.IN WITNESS WHEREOF, the Executive has hereunto set the Executive¡¯s hand and, pursuant to the authorization of its Board, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.AAA CORPORATION/s/ _________ /s/ BBB(sb)By: _________ BBB(sb)Title: _________。