Exhibit No. 10.1
AGREEMENT ENTERED INTO ON JANUARY 10, 2005
BETWEEN:
PROGINET CORPORATION, a corporation duly incorporated according to the laws of
the state of Delaware, having its principal place of business at 200 Garden City
Plaza, Garden City, New York 11530, USA
("Proginet")
AND:
BLOCKADE SYSTEMS CORP., a corporation duly incorporated according to the laws of
Ontario, having its principal place of business at 2200 Yonge Street, Suite 1300
Toronto, Ontario, CANADA, M4S 2C6
("Blockade")
1.
PREAMBLE
1.1
WHEREAS PROGINET AND BLOCKADE HAVE HAD DISCUSSIONS IN CONNECTION WITH (A)
THE ASSIGNMENT BY BLOCKADE OF CERTAIN ASSETS AND LICENSES; AND (B) THE PROVISION
BY BLOCKADE OF CERTAIN OTHER SERVICES TO PROGINET.
1.2
WHEREAS PROGINET AND BLOCKADE WISH TO ENTER INTO A DEFINITIVE AGREEMENT
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
1.3
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
2.
DEFINITIONS AND
INTERPRETATION
2.1
IN THIS AGREEMENT:
2.1.1
"ACCOUNTS" HAS THE MEANING GIVEN IT IN
SECTION 11.2.11;
2.1.2
"AFFILIATE" MEANS, IN RESPECT OF ANY
PARTY HERETO: (I) ANY PERSON IN WHICH SUCH PARTY HAS A CONTROLLING INTEREST OR
WHICH HAS A CONTROLLING INTEREST IN SUCH PARTY; (II) ANY PERSON WHO HAS A
CONTROLLING INTEREST IN ANY PERSON CONTEMPLATED BY PARAGRAPH (I) OF THIS SECTION
2.1.2; OR (III) ANY PERSON WHO IS THE PARTNER OF SUCH PARTY, BUT ONLY WHERE SUCH
PERSON IS ACTING ON BEHALF OF THE PARTNERSHIP OF WHICH THEY ARE BOTH PARTNERS.
A PERSON IS DEEMED TO HAVE A CONTROLLING INTEREST IN ANOTHER PERSON WHERE:
EITHER OF THOSE PERSONS, DIRECTLY OR INDIRECTLY, BENEFICIALLY OWNS
OR CONTROLS SECURITIES IN THE OTHER THAT CARRY (OR WOULD CARRY IF ANY OPTION OR
RIGHT OF CONVERSION ATTACHED TO SUCH SECURITIES WERE EXERCISED) MORE THAN FIFTY
PERCENT (50%) OF THE OUTSTANDING VOTING RIGHTS, WHETHER THOSE RIGHTS EXIST UNDER
ALL CIRCUMSTANCES OR BY REASON OF THE OCCURRENCE OF AN EVENT THAT HAS OCCURRED
AND IS CONTINUING, OR
IT POSSESSES, DIRECTLY OR INDIRECTLY, THE POWER TO DIRECT OR CAUSE
THE DIRECTION OF THE MANAGEMENT, OPERATIONS OR POLICIES OF SUCH OTHER PERSON,
WHETHER THROUGH OWNERSHIP OF SECURITIES, BY CONTRACT OR OTHERWISE;
2.1.3
"AGREEMENT" MEANS THIS AGREEMENT, ALL
SCHEDULES ATTACHED HERETO AND ALL WRITTEN AMENDMENTS EXECUTED IN ACCORDANCE WITH
SECTION 17.10 HEREOF;
2.1.4
"ASSETS" HAS THE MEANING SET FORTH IN
SECTION 3.1.1, 3.1.2
3.1.3, 3.1.4 AND 3.1.5.;
1
2.1.5
"ASSIGNMENT" HAS THE MEANING GIVEN IT
IN SECTIONS 3.1.1 THROUGH 3.1.5;
2.1.6
"BUSINESS DAY" MEANS A DAY, OTHER THAN
A SATURDAY OR SUNDAY, ON WHICH BANKS ARE OPEN TO TRANSACT BUSINESS IN NEW YORK
AND TORONTO, ONTARIO.
2.1.7
"CLAIMANT" HAS THE MEANING GIVEN TO IT
IN SECTION 12.3;
2.1.8
"CONFIDENTIAL INFORMATION" HAS THE
MEANING GIVEN TO IT IN SECTION 10.3 HEREOF;
2.1.9
"CUSTOMERS" MEANS THOSE CUSTOMERS OF
THE SOFTWARE LISTED ON SCHEDULE 2.1.9;
2.1.10
"DEFAULTING PARTY" HAS THE MEANING GIVEN IT
IN SECTION 13.3;
2.1.11
"DEFERRED REVENUE AMOUNT" MEANS MONIES
COLLECTED BY OR ON BEHALF OF BLOCKADE PRIOR TO THE EFFECTIVE DATE FOR
OBLIGATIONS TO BE PERFORMED AFTER THE EFFECTIVE DATE BY THE LICENSOR UNDER THE