The Parties
This agreement is negotiated between DigiGold Ltd, a
company incorporated in
Nevis,
and Systemics
Inc, a company incorporated in Nevis.
The Agreement
Systemics will sell DigiGold one unit of the Ricardo
product in its current form, for use within the
jurisdiction of Nevis.
The Product
The Ricardo product, as sold and supplied to DigiGold,
will include:
-
Software.
-
Installation services on one platform.
-
Initial support.
-
Major Bug Rectification.
Ownership
Systemics warrants that it has title to the Ricardo product
and has the right to agree to every term in this agreement.
Ongoing Support
A support contract would normally be required immediately
for the purposes of Consulting in Issuance, Training, and
Facilities Planning. This agreement defers such a contract
on the basis that initially, the product will be delivered in Beta
form. Therefore, it is agreed that substantial benefits will
be gained by both parties in working together to take the
product into Release form.
Once the product is raised to release level within DigiGold,
Systemics reserves the right to negotiate a support contract
on a similar basis to other customers.
Features
The Ricardo product includes these general features:
-
Reliability of operation.
-
DBS and Nymous capability.
-
Clients with payments capabilities.
-
An Issuer that serves the Issuance of instruments
with governance capabilities.
-
A high level of confidentiality, integrity and authentication.
Additional Exclusive Clause
DigiGold acquires a 2 year exclusive on metal-based
issues such as their product called DigiGold.
Specifically, they have exclusive rights to use
Systemics' Ricardo product for:
-
The four metals: gold, silver, platinum, palladium.
-
Any index that includes more than the greater of
the proportions of these metals, in sum, included in the
following two indices:
-
Goldman Sachs Commodity Index
-
Commodity Research Bureau Composite Futures Index
-
For a period of 2 calendar years from the public availability
of the first DigiGold currency.
No other exclusivity is implied or given.
Limitations
DigiGold acknowledges that
-
The product is not transferable, except where the company
itself is transferred.
-
The product is limited to branding and legal operating
within the jurisdiction of Nevis. Note that this geographical
limitation does not limit any user of the system, nor does it
limit the location of servers.
-
DigiGold is responsible for any taxes, duties,
fees that may be incurred in the process of
purchasing this product.
-
The product contains trade secrets and proprietary know-how
that belong to Systemics and the product is being made available
in strict confidence.
-
Title, intellectual property and ownership rights remain with
Systemics.
Consideration
In consideration, DigiGold agrees to pay Systemics the
price of $500,000 US worth of e-gold.
DigiGold may make payments in installments and will not be charged
interest.
Systemics acknowledges that significant advance payments
have been made.
Protection
Whereas at current phase of development of this emerging market it
is difficult to estimate the future price
of this license to third parties, it is agreed that if
Systemics subsequently sells equivalent rights or products
[equivalent
in terms of technical functionality, as distinguished from exclusivity
provisions, which shall not be impaired] to another entity for less
money, that the difference between the price which DigiGold.net paid and
later, lower price would be credited to DigiGold.net for purposes of
additional technical support or hardware/software upgrades.
If, however, Systemics succeeds in selling comparable rights or
products to another entity at a higher price, no additional
consideration from DigiGold.net is required for the goods and
services within the scope of this agreement.
Disputes and Arbitration
Any controversy or claim arising under or related to this contract
shall be settled by arbitration in accordance with the International
Arbitration Rules of the American Arbitration Association, before a
single arbitrator appointed by mutual consent of the parties to this
contract.
Potential Liabilities
Each party declares that the other is not liable for
consequential damages through non-performance of
software, systems, payment media or other factors.
Date
The date of effect of this agreement is 2nd August 1999.
Signed
For DigiGold
For Systemics