{"id":42761,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sale-of-technology-agreement-e-commerce-solutions-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sale-of-technology-agreement-e-commerce-solutions-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/sale-of-technology-agreement-e-commerce-solutions-inc-and.html","title":{"rendered":"Sale of Technology Agreement &#8211; e-commerce Solutions Inc. and Stanley Wolfson"},"content":{"rendered":"<pre>\n                          SALE OF TECHNOLOGY AGREEMENT\n\n      This Sale of Technology Agreement (\"Agreement\") is made and effective this\n21 day of November 1999, by and between e-commerce  Solutions,  Inc.  (\"Buyer\"),\nand Stanley Wolfson (\"Seller\").\n\n      Seller has developed and owns all rights to certain  computer  software in\ndevelopment as more fully described on Schedule A.\n\n      Buyer wishes to purchase,  and Seller wishes to sell,  such software,  the\nrelated  goodwill  and all  other  associated  property  rights,  including  all\ncopyrights  and all  rights to  enhanced,  modified  and  updated  versions  and\nderivative works related thereto.\n\n      NOW, THEREFORE,  in consideration of the premises and the mutual covenants\ncontained herein, the parties agree as follows:\n\n      1. Transfer.  (a).  Software.  Seller hereby sells,  assigns,  conveys and\ntransfers  to Buyer all of  Seller's  right,  title and  interest  in and to the\nfollowing  described  computer  software (the  \"Software\"):  A software platform\nengine in development that will create an ability to mass produce e-commerce web\nsites, manage said sites and administration.\n\nThe Software shall include, but is not limited to :\n\n            (i) The  Software in  development  in all  versions and all forms of\nexpression  thereof,  including  but  not  limited  to  proprietary  rights  and\nintellectual property contained therein or connected therewith.\n\n            (b) Delivery.\n\n            (i) The Software in development shall be delivered to Buyer upon the\nexecution of this Agreement. Seller shall from time to time, but without further\nconsideration,  execute and deliver such  instruments or documents and take such\nother action as is reasonably necessary which Buyer may request in order to more\neffectively carry out this Agreement and to vest in Buyer the Software and title\nthereto.\n\n      2. Representations and Warranties of Seller.  Seller represents,  warrants\nand covenants as follows:\n\n            (a) Title; Infringement. Seller has good and marketable title to the\nSoftware  in  development,  and has all  necessary  rights  to enter  into  this\nAgreement  without  violating  any other  agreement or  commitment  of any sort.\nSeller does not have any outstanding  agreements or  understandings,  written or\noral,  concerning  the Software.  The Software does not infringe or constitute a\nmisappropriation of any trademark,  patent, copyright, trade secret, proprietary\nright or similar  property  right.  Seller agrees to defend,  indemnify and hold\nBuyer, its subsidiaries,  affiliates and licensees  harmless against any action,\nsuit, expense, claim, loss, liability or damage based on a claim that the \n\n\n                                        1\n\n\nSoftware infringes or constitutes a misappropriation  of any trademark,  patent,\ncopyright,  trade secret,  proprietary  right or similar  property right.  Buyer\nshall give Seller prompt written  notice of any such claim.  Seller shall assume\nresponsibility  for defending any suit or proceeding brought against Buyer based\non any claim that the Software  infringes or constitutes a  misappropriation  of\nany trademark,  patent,  copyright,  trade secret,  proprietary right or similar\nproperty right; provided, however, that Buyer shall give Seller prompt notice in\nwriting of the assertion of any such claim and of the threat or  institution  of\nany such suit or  proceeding,  and all  authority,  information  and  assistance\nrequired for the defense of the same. Seller shall pay all costs awarded against\nBuyer, but shall not be responsible for any cost, expense or compromise incurred\nwithout Seller's consent.\n\n            (b) No Liens. The Software is not subject to any lien,  encumbrance,\nmortgage or security interest of any kind.  Seller's  conveyance of the Software\nshall be free of any such interest.\n\n            (c) Authority Relative to this Agreement. This Agreement is a legal,\nvalid and binding  obligation  of Seller.  The  execution  and  delivery of this\nAgreement by Seller and the  performance  of and  compliance  by Seller with the\nterms and  conditions of this Agreement will not result in the imposition of any\nlien or other  encumbrance  on any of the Assets,  and will not conflict with or\nresult in a breach by Seller of any of the terms,  conditions  or  provisions of\nany order, injunction,  judgment, decree, statute, rule or regulation applicable\nto Seller, the Software,  or any note,  indenture or other agreement,  contract,\nlicense or instrument by which any of the Software may be bound or affected.  No\nconsent or approval by any person or public  authority  is required to authorize\nor is required in connection  with,  the  execution,  delivery or performance of\nthis Agreement by Seller.\n\n            (d) No  Default.  There is no  outstanding  default by the Seller in\nconnection with the Software.\n\n      4. No  Brokers.  All  negotiations  relative to this  Agreement  have been\ncarried on by Buyer directly with Seller, without the intervention of any person\nas the  result  of any act of Buyer or  Seller  (and,  so far as known to either\nparty,  without the  intervention  of any such person) in such manner as to give\nrise to any valid claim against the parties  hereto for  brokerage  commissions,\nfinder's fees or other like payment.\n\n      5. Consents,  Further  Instruments and Cooperation.  Seller  represents no\nconsent  or  approval  by any  person  is  required  in  order to  permit  it to\nconsummate the transactions  contemplated  hereby.  Seller agrees to execute and\ndeliver  such  instruments  and to take such other  action as may be required to\ncarry out the transaction contemplated by this Agreement.  Seller shall execute,\nor  cause  its  employees  and  agents  to  execute,  any  patent  or  copyright\napplication  or  other  similar  document  or  instrument,   following   Buyer's\nreasonable request.\n\n      6.  Limitation  of  Liability.  OTHER THAN AS SET FORTH IN SECTION 3.A. OR\nUPON THE BREACH OF ANY WARRANTY, NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE\nOTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT\nOF OR RELATED TO THIS AGREEMENT OR ANY PERFORMANCE\n\n\n                                        2\n\n\nHEREUNDER,  EVEN IF SUCH PARTY HAS  ADVANCE  NOTICE OF THE  POSSIBILITY  OF SUCH\nDAMAGES,  WHETHER  BASED ON A THEORY OF  CONTRACT,  TORT,  STRICT  LIABILITY  OR\nOTHERWISE.\n\n      7. Buyer's Use of the Software. Buyer may, at its sole discretion, market,\nlicense and sell the Software  under names and trade names of its own  choosing,\nand may develop  updated  and  modified  versions  and  derivative  works of the\nSoftware without attribution of authorship to Seller. Buyer shall own all rights\nand title,  including  copyrights,  in and to updated and modified  versions and\nderivative  works of the Software without  requiring  permission from Seller and\nwithout  incurring  payment  obligations in addition to those  provided  herein.\nBuyer may market or use the Software in whatever  manner and at whatever  prices\nit sees fit.\n\n      8. Seller's Non-Use of the Assets.  Seller retains no rights whatsoever in\nthe  Software  and does not retain the right to use the Software or any material\nrelating to the Software for any purpose,  personal,  commercial,  or otherwise.\nSeller  furthermore  shall maintain all information  relating to the Software or\nuse of the Software in short confidence and shall not disclose any aspect of the\nSoftware to any third party without the prior written consent of Buyer.\n\n      9.  Governing  Law.  This  Agreement  shall be  construed  and enforced in\naccordance with the laws of the State of New York.\n\n      10.  Assignment.  Seller may not assign this  Agreement or any  obligation\nherein  without the prior  written  consent of Buyer.  This  Agreement  shall be\nbinding  upon and inure to the  benefit of the  parties  named  herein and their\nrespective heirs, executors, personal representatives, successors and assigns.\n\n      11. Entire Agreement.  This Agreement contains the entire understanding of\nthe parties,  and supersedes any and all other agreements  presently existing or\npreviously  made,  written  or oral,  between  Buyer and Seller  concerning  its\nsubject matter. This Agreement may not be modified except by a writing signed by\nboth parties.\n\n      12.  Severability.  If any  provision  of this  Agreement is declared by a\ncourt of  competent  jurisdiction  to be  invalid,  void or  unenforceable,  the\nremaining provisions of this Agreement  nevertheless will continue in full force\nand effect without being impaired or invalidated in any way.\n\n      13. Notices.  All notices,  requests,  demands,  and other  communications\nhereunder  shall be  deemed  to have been duly  given if  delivered  or  mailed,\ncertified or registered mail with postage prepaid:\n\n\n                                        3\n\n\n      If to Buyer:\n\n                  E-Commerce Solutions, Inc.\n                  c\/o Urban Cool Network, Inc.\n                  1401 Elm Street\n                  Dallas, Texas 75226\n\n      with a copy to:\n\n                  Martin Licht, Esq.\n                  Silverman, Collura &amp; Chernis, P.C.\n                  381 Park Avenue South\n                  New York, New York 10016\n\n      If to Seller:\n\n                  S. Wolfson\n                  1030 Fifth Avenue\n                  New York, New York 10022\n\n      14. Relationship of the Parties. The relationship between Buyer and Seller\nunder this Agreement is intended to be that of buyer and seller,  and nothing in\nthis  Agreement  is intended to be  construed  so as to suggest that the parties\nhereto are partners or joint venturers, or either party or its employees are the\nemployee or agent of the other.  Except as expressly set forth  herein,  neither\nBuyer nor Seller has any  express  nor  implied  right or  authority  under this\nAgreement to assume or create any obligations on behalf of or in the name of the\nother or to bind the other to any contract,  agreement or  undertaking  with any\nthird party.\n\n      15. Headings. Headings used in this Agreement are provided for convenience\nonly and shall not be used to construe meaning or intent.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year first above written.\n\n[Buyer] _____________________                   [Seller] _______________________\n\n\n                                        4\n\n\n\n\n TYPE:  EX-10.10\n SEQUENCE:  13\n DESCRIPTION:  EMPLOYMENT AGREEMENT\n\n\n\n                              EMPLOYMENT AGREEMENT\n\n            AGREEMENT made and entered into as of this 21 day of November, 1999\nbetween e-commerce  Solutions,  Inc., a New York corporation (the \"Corporation\")\nhaving an address at 600 West 57th Street,  New York, New York 10019 and Stanley\nWolfson (the  \"Executive\"),  residing at 1030 Fifth Avenue,  New York,  New York\n10022.\n\n                              W I T N E S S E T H:\n\n            WHEREAS, Executive is presently employed by the Corporation; and\n\n            WHEREAS, the Company and the Executive desire to set forth the terms\nof Executive's employment with the Company, pursuant to the terms and conditions\nhereof.\n\n            NOW,  THEREFORE,  in  consideration  of the covenants and agreements\nherein contained, the parties hereto agree with each other as follows:\n\n      1. Term of Employment.  The  Corporation  agrees to and does hereby employ\nExecutive,  and  Executive  agrees to and does hereby  accept  employment by the\nCorporation,  as the President and Chief Executive  Officer of the  Corporation,\nsubject to the  supervision  and  direction of its Board of  Directors,  for the\nthree (3) year period commencing November 1, 1999 (the \"Term\").\n\n      2. Duties of Executive.  Executive  shall devote such time,  attention and\nenergy to the affairs of Corporation as shall be reasonably  required to perform\nhis duties  hereunder,  and, in pursuance of the policies and  directions of the\nBoard of Directors, Executive shall use his best efforts to promote the business\nand affairs of the Corporation.\n\n      3.  Base  Compensation.  In  consideration  of  the  Executive's  services\npursuant to this\n\n\n\nAgreement,  Corporation shall pay to Executive, during the period of Executive's\nemployment under this Agreement (the \"Base  Compensation\"),  (i) a salary at the\nrate of One Hundred Seventy Five Thousand Dollars ($175,000) per year during the\nfirst  year of this  Agreement;  and  (ii)  for  each  year  thereafter,  annual\ncompensation  shall be determined  by the Board of Directors,  but not less than\n$175,000 per year. The Base Compensation shall be payable in equal installments,\nin  accordance  with  the  Corporation's   customary  procedures  for  executive\nemployees, subject to applicable tax and payroll deductions.\n\n      4. Incentive Compensation.\n\n            (a) As  additional  compensation,  the  Executive  shall  be paid an\namount equal to 2% of the gross sales of the Company.\n\n            (b) Provided  Executive has duly performed his obligations  pursuant\nto this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional\ncompensation  for the services to be rendered by Executive under this Agreement,\nincentive compensation. The amount of such incentive compensation, if any, shall\nbe  determined  by the Board of  Directors in its sole  discretion  based on the\nExecutive's performance and contributions to the Corporation's success.\n\n      5. Other  Benefits.  During the term of this Agreement the Executive shall\nbe entitled to participate in any benefit plans adopted by the  Corporation  for\nthe general and overall  benefit of all employees  and\/or for key  executives of\nthe Corporation  such as health care, life insurance,  disability,  stock option\nplans, tax, legal and financial planning services,  pension,  profit sharing and\nsavings.\n\n      6. Vacation. Executive shall be entitled to a fully paid vacation of three\n(3) weeks per calendar  year,  which vacation shall be scheduled at such time or\ntimes as the Corporation in\n\n\n                                      - 2 -\n\n\nconsultation with Executive may reasonably determine.\n\n      7. Expenses.  (a) The Corporation shall pay or reimburse Executive for all\nreasonable and necessary  expenses incurred by him in connection with his duties\nhereunder,  upon  submission by Executive to the  Corporation of such reasonable\nevidence of such expenses as the Corporation may require.\n\n            (b)  Throughout the term of this  Agreement,  the  Corporation  will\nprovide  Executive with the use of a motor vehicle of a class equivalent to that\ncurrently  utilized  by the  Executive  for  purposes  within  the  scope of his\nemployment with  Corporation  and shall pay all expenses for fuel,  maintenance,\nand insurance in connection with such use of the motor vehicle.\n\n      8. Insurance. The Corporation shall apply for policies of life, health and\naccident insurance or disability insurance upon the Executive in such amounts as\nthe  Corporation  deems  appropriate  which life  insurance as key man insurance\nshall designate the Corporation as the beneficiary.  The Executive agrees to aid\nthe Corporation in procuring such insurance,  including submitting to a physical\nexamination,  if  required,  and  completing  any and  all  forms  required  for\napplication for any insurance policy.\n\n      9. Disclosure of Information.  The Executive shall,  during his employment\nunder  this  Agreement  and  thereafter,  keep  confidential  and  refrain  from\ndisclosing to any unauthorized  persons all data and information relating to the\nrespective businesses of the Corporation or any of its subsidiaries.\n\n      10.  Intellectual  Property  Rights.  (a)  The  Executive  shall  promptly\ndisclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,\ninventions,  improvements,  techniques,  markets,  sales and advertising  plans,\nprocesses, concepts and plans, whether or not copyrightable or\n\n\n                                      - 3 -\n\n\npatentable,  secret processes and \"know-how,\"  conceived by the Executive during\nthe term of his employment by the Corporation (the  \"Executive's Work Product\"),\nwhether  alone or with  others and  whether  during  regular  working  hours and\nthrough the use of  facilities  and property of the  Corporation  or  otherwise,\nwhich  directly  relates to the present  business of the  Corporation.  Upon the\nCorporation's  request  at any time or from time to time  during the Term of the\nExecutive's  employment,  the  Executive  shall (i)  deliver to the  Corporation\ncopies  of the  Executive's  Work  Product  that  may be in  his  possession  or\notherwise available to him, and (ii) execute and deliver to the Corporation such\napplications,  assignments and other  documents as it may reasonably  require in\norder to apply for and obtain  copyrights  or  patents  in the United  States of\nAmerica and other countries with respect to any Executive's Work Product that it\ndeems to be copyrightable or patentable, and\/or otherwise to vest in itself full\ntitle thereto.\n\n            (b) All documents that pertain to the Corporation, including but not\nlimited  to the  Executive's  Work  Product,  shall be the  sole  and  exclusive\nproperty of the Corporation. Upon the termination of the Executive's employment,\nall such documents  that may be in his possession or otherwise  available to him\nor shall  thereafter  come into his  possession  or  control  shall be  promptly\nreturned to the Corporation without the necessity of a request therefor.\n\n      11. Non-Competition Covenant.\n\n            (a)  The  Executive   shall  not,   during  his  employment  by  the\nCorporation,  engage,  directly or indirectly,  in any business competitive with\nthe business of the  Corporation  without the consent of the Board of Directors,\nexcept for those businesses in which the Executive is currently involved.\n\n            (b) For a  period  of one (1)  year  after  the  termination  of the\nExecutive's\n\n\n                                      - 4 -\n\n\nemployment hereunder (the \"Non-Competition  Period\"), for any reason whatsoever,\nother than a termination by the  Corporation  without good cause,  the Executive\nshall  not  (i)  engage,  directly  or  indirectly,  as  an  officer,  director,\nshareholder, owner, partner, joint venturer or in a managerial capacity, whether\nas an employee,  independent  contractor,  consultant or advisor,  or as a sales\nrepresentative  in  any  competitive   businesses  which  competes  directly  or\nindirectly with the Corporation,  and related  activities  throughout the United\nStates (the  \"Territory\"),  without the  permission  of the Board of  Directors,\nwhich permission shall not be unreasonably withheld or delayed or (ii) induce or\nactively   attempt  to  influence  any  other  employee  or  consultant  of  the\nCorporation  to  terminate  his  or  her  employment  or  consultancy  with  the\nCorporation.  Nothing herein  contained shall be deemed to prevent  ownership by\nExecutive  and his  associates  (as said term is  defined  in  regulation  14(A)\npromulgated  under the Securities  Exchange Act of 1934 as in effect on the date\nhereof), collectively, of not more than 5% of the outstanding capital stock of a\ncompetitive corporation listed on a national securities exchange.\n\n            (c) (i) The  parties to this  Agreement  consider  the  restrictions\ncontained herein reasonable as to the duration of the Non-Competition Period and\nthe extent of the  Territory.  However,  if the duration of the  Non-Competition\nPeriod  or the  extent  of the  Territory  herein  specified  should  be  judged\nunreasonable by any Court or arbitration proceeding,  the validity and effect of\nthe remaining  provisions of this Agreement  shall not be affected  thereby and,\nthe  duration of the  Non-Competition  Period shall be reduced by such number of\nmonths  and\/or  the  area of the  Territory  shall be  reduced  such  that,  the\nTerritory and the Non-Competition  Period shall be deemed reasonable so that the\nforegoing covenant not to compete may be enforced .\n\n            (ii) The Company and the Executive agrees and recognizes that in the\nevent\n\n\n                                      - 5 -\n\n\nof a breach or  threatened  breach by either of the  provisions of the foregoing\ncovenants,  either party may suffer irreparable harm, and that money damages may\nnot be an adequate remedy. Therefore, either party shall be entitled as a matter\nof right to specific  performance of the covenants of Executive contained herein\nby way of  temporary  or  permanent  injunctive  relief in a Court of  competent\njurisdiction.\n\n      12.  Termination.   This  Agreement  and  Executive's  employment  may  be\nterminated in any one of the followings ways:\n\n            (a) Death. The death of Executive shall  immediately  terminate this\nAgreement with no severance compensation due to Executive's estate.\n\n            (b)  Disability.  If, as a result of  incapacity  due to physical or\nmental  illness or injury,  Executive  shall have been absent from his full-time\nduties hereunder for three (3) consecutive  months,  then thirty (30) days after\nreceiving written notice (which notice may occur before or after the end of such\nthree (3) month period,  but which shall not be effective  earlier than the last\nday of such three (3) month period),  the Corporation may terminate  Executive's\nemployment hereunder provided Executive is unable to resume his full-time duties\nat the  conclusion  of such notice  period.  Also,  Executive  may terminate his\nemployment  hereunder  if his health  should  become  impaired to an extent that\nmakes  the  continued  performance  of his  duties  hereunder  hazardous  to his\nphysical  or mental  health or his life,  provided  that  Executive  shall  have\nfurnished the Corporation  with a written  statement from a qualified  doctor to\nsuch effect and  provided,  further,  that,  at the  Corporation's  request made\nwithin thirty (30) days of the date of such written  statement,  Executive shall\nsubmit  to an  examination  by a  doctor  selected  by  the  Corporation  who is\nreasonably  acceptable to Executive or Executive's  doctor and such doctor shall\nhave concurred in the conclusion of\n\n\n                                      - 6 -\n\n\nExecutive's  doctor.  In the event this  Agreement is  terminated as a result of\nExecutive's disability,  Executive shall (i) receive from the Corporation,  in a\nlump-sum  payment  due  within  thirty  (30)  days  of  the  effective  date  of\ntermination,  the base  salary for one (1) year and (ii) the  Corporation  shall\nmake the  insurance  premium  payments  contemplated  by COBRA  for a period  of\neighteen (18) months after such termination.\n\n            (c) Good Cause.  The  Corporation  may terminate  this Agreement ten\n(10) days after  written  notice to Executive for \"Good Cause,\" which shall mean\nany  one  or  more  of  the  following:  (1)  Executive's  material  failure  of\nperformance;  (2) Executive's  willful,  material and irreparable breach of this\nAgreement;  (3) Executive's  gross  negligence in the performance or intentional\nnonperformance  (continuing for ten (10) days after receipt of written notice of\nneed  to  cure)  of any of  Executive's  material  duties  and  responsibilities\nhereunder; (4) Executive's willful dishonesty,  fraud or misconduct with respect\nto the business or affairs of the  Corporation  which  materially  and adversely\naffects  the  operations  or  reputation  of the  Corporation;  (5)  Executive's\nconviction  of a felony  crime;  or (6)  confirmed  positive  illegal  drug test\nresult.  In the event of a  termination  for Good Cause,  as  enumerated  above,\nExecutive shall have no right to any severance compensation.\n\n            (d)  Without  Good  Cause.  At any time  after the  commencement  of\nemployment,   Executive  may,  without  cause,   terminate  this  Agreement  and\nExecutive's  employment,  effective  thirty  (30) days after  written  notice is\nprovided to the  Corporation  pursuant  to  paragraph  three of the  shareholder\nagreement  between the parties of even date.  Executive  may only be  terminated\nwithout Good Cause by the Corporation during the Term hereof if such termination\nis  approved  by a  majority  of the  members of the Board of  Directors  of the\nCorporation in accordance with paragraph three of\n\n\n                                      - 7 -\n\n\nthe Shareholder Agreement of even date, and provided that the Executive receives\nat least one (1) month written notice. In the event that Executive is terminated\nwithout  Good  Cause  during  the  Term,   Executive   shall  receive  from  the\nCorporation,  on such dates as would otherwise be paid by the  Corporation,  the\ncompensation  due  pursuant to  paragraphs  3 and 4.  Further,  if  Executive is\nterminated  without Good Cause, the Corporation shall make the insurance premium\npayments  contemplated  by COBRA for a period of eighteen (18) months after such\ntermination.  Further,  any  termination  without Good Cause by the  Corporation\nshall  operate to shorten the period set forth in paragraph 11 hereof to one (1)\nyear  from the date of  termination  of  employment.  If  Executive  resigns  or\notherwise terminates his employment rather than the Corporation  terminating his\nemployment  pursuant to this paragraph 12,  Executive shall receive no severance\ncompensation.\n\n      13.  Indemnification.  In the  event  Executive  is  made a  party  to any\nthreatened,  pending or completed  action,  suit or  proceeding,  whether civil,\ncriminal,   administrative  or  investigative  (other  than  an  action  by  the\nCorporation  against  Executive),  by  reason  of  the  fact  that  he is or was\nperforming  services under this Agreement,  then the Corporation shall indemnify\nExecutive against all expenses (including attorneys' fees), judgments, fines and\namounts paid in settlement,  as actually and reasonably incurred by Executive in\nconnection  therewith to the maximum  extent  permitted by  applicable  law. The\nadvancement of expenses shall be mandatory. In the event that both Executive and\nthe Corporation are made a party to the same third-party action, complaint, suit\nor proceeding,  the Corporation agrees to engage competent legal representation,\nand Executive  agrees to use the same  representation,  provided that if counsel\nselected by the Corporation shall have a conflict of interest that prevents such\ncounsel from representing  Executive,  Executive may engage separate counsel and\nthe Corporation shall pay all attorneys' fees of such separate counsel. Further,\nwhile\n\n\n                                      - 8 -\n\n\nExecutive  is  expected  at all  times to use his  best  efforts  to  faithfully\ndischarge his duties under this  Agreement,  Executive  cannot be held liable to\nthe  Corporation  for errors or omissions made in good faith where Executive has\nnot exhibited gross,  willful and wanton  negligence and misconduct or performed\ncriminal  and  fraudulent  acts  which  materially  damage the  business  of the\nCorporation.\n\n      14.  Effect of  Waiver.  The  waiver  by  either  party of a breach of any\nprovision of this Agreement shall not operate or be construed as a waiver of any\nsubsequent breach thereof.\n\n      15. Notices. Any notice permitted,  required,  or given hereunder shall be\nin writing  and shall be  personally  delivered;  or  delivered  by any  prepaid\novernight courier delivery service then in general use; or mailed, registered or\ncertified mail, return receipt requested,  to the addresses designated herein or\nat such other address as may be designated by notice given hereunder:\n\n                  If to :  Stanley Wolfson\n                           1030 Fifth Avenue\n                           New York, N.Y. 10022\n\n                  If to :  e-commerce Solutions, Inc.\n                           West 23rd Street\n                           New York, N.Y. and\n                           600 West 57th Street\n                           2nd Floor\n                           New York, NY 10014\n\n        With a copies to:  Silverman, Collura &amp; Chernis, P.C.\n                           381 Park Avenue\n                           New York, New York 10016\n                           Attn: Marc G. Rosenberg, Esq.\n\n                     and   Urban Cool Network, Inc.\n                           1401 Elm Street\n                           Dallas, Texas 75626\n\n\n                                      - 9 -\n\n\n      Delivery shall be deemed made when actually delivered, or if mailed, three\ndays after delivery to a United States Post Office.\n\n      16.  Assignment.  Executive  shall not be  entitled  to assign his rights,\nduties or obligations under this Agreement.\n\n      17. Amendments.  The terms and provisions of this Agreement may be amended\nor modified only by a written instrument  executed by the party to be charged by\nsuch amendment or modification.\n\n      18.  Governing Law. The terms and provisions  herein contained and all the\ndisputes or claims relating to this Agreement shall be governed by,  interpreted\nand  construed in  accordance  with the internal  laws of the State of New York,\nwithout reference to its conflict of laws principles.\n\n      19. Arbitration. (a) In the event of a dispute between the parties arising\nout of or relating to this Agreement,  or the breach thereof,  the parties shall\nmake every  effort to  amicably  resolve,  reconcile,  and settle  such  dispute\nbetween them.  Should an amicable  resolution not be possible,  either party may\ninvoke binding arbitration.\n\n            (b)  Subject to the  provisions  of Section  11(c)(ii)  hereof,  all\nclaims,  disputes and other matters in controversy  arising out of or related to\nthis Agreement or the performance or breach hereof,  shall be decided by binding\narbitration in accordance with the Commercial  Arbitration Rules of the American\nArbitration  Association (the \"AAA Rules\"), by a panel of three (3) arbitrators,\nin New York, New York. One (1) such arbitrator shall be appointed by each of the\nparties within three (3) weeks after being  requested by the other party to make\nsuch  appointment  and the third  arbitrator  shall be  appointed by the two (2)\narbitrators appointed by the parties. In the event that a party does\n\n\n                                     - 10 -\n\n\nnot appoint its  arbitrator  within such three (3) week  period,  or the two (2)\narbitrators  appointed  by  the  parties  shall  fail  to  agree  on  the  third\narbitrator,  such appointed  arbitrator or arbitrators shall be appointed by the\nAmerican  Arbitration  Association in accordance  with the AAA Rules.  The award\nshall  state the facts  and  findings  and shall be  rendered  with  reasons  in\nwriting. The arbitrators shall have no authority or power to alter or modify any\nexpress  condition or provision of this Agreement,  or to render any award which\nby its terms  shall  have the  effect  of  altering  or  modifying  any  express\nconditions  or  provisions  of  this  Agreement.   The  award  rendered  by  the\narbitrators  shall be final and  judgement  may be entered  upon it in any court\nhaving  jurisdiction  thereof.  The successful party to the arbitration shall be\nentitled  to an award for  reasonable  attorney's  fees,  as  determined  by the\narbitrators.\n\n      20.  Captions.  The  captions of the  sections of this  Agreement  are for\nconvenience of reference only and in no way define, limit or affect the scope or\nsubstance of any section of this Agreement.\n\n      21. Merger and  Severability.  This Agreement shall  constitute the entire\nAgreement  between the  Corporation  and  Executive  with respect to the subject\nmatter hereof. The invalidity or  unenforceability of any provision hereof shall\nin no way affect the validity or enforceability of any other provision.\n\n      22. Counterparts;  Facsimile.  This Agreement may be executed by facsimile\nand in two (2) or more  counterparts,  each of which shall be deemed an original\nand all of which together shall constitute but one and the same instrument.\n\n\n                                     - 11 -\n\n\n      IN WITNESS  WHEREOF,  the parties hereto have affixed their signatures the\nday and year first above written.\n\n                                        E-COMMERCE SOLUTIONS, INC.\n\n                                        By:\n                                            ------------------------------------\n                                             Name:\n                                             Title:\n\n\n                                        ----------------------------------------\n                                        STANLEY WOLFSON\n\n\n                                     - 12 -\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9188],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9619],"class_list":["post-42761","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-urban-cool-network-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42761","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42761"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42761"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42761"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42761"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}