Strategic Relationship Agreement - Lockheed Martin

EXHIBIT 10.13


STRATEGIC RELATIONSHIP AGREEMENT


This Strategic Relationship Agreement ("Agreement") is made as of _______ __, 1999 by and between Lockheed Martin Corporation, a Maryland corporation ("LMC"), acting through its Integrated Business Solutions division, and eCommercial.com, Inc., a Nevada corporation ("eCommercial.com").


RECITALS


Whereas, LMC is a leading system integrator providing electronic commerce products and services and other applications; and,


Whereas, eCommercial.com develops, markets and manages Internet-based electronic advertising, commercials and marketing communications content; and,


Whereas, LMC and eCommercial.com intend hereby to establish a strategic relationship in order to supply eCommercial.com with products and services from LMC, and to provide eCommercial.com products and services to customers of LMC;


Now, therefore, in consideration of the mutual promises herein, the parties do hereby agree as follows:


1. LMC Preferred vendor relationship with eCommercial.com. LMC shall be a
------------------------------------------------------- preferred vendor ("Preferred Vendor") to eCommercial.com for electronic commerce products and services.


On the terms and conditions set forth herein, eCommercial.com hereby agrees to utilize LMC as a Preferred Vendor in the establishment and management of electronic commerce projects for eCommercial.com. Unless and until negotiation of an exclusive agreement, eCommercial.com may use other vendors or strategic partners as appropriate to supply products or services substantially similar to products or services available from LMC; however, LMC shall be a Preferred Vendor to eCommercial.com for electronic commerce solution development and delivery, electronic commerce-related systems integration, and project management. For each specific project, eCommercial.com and LMC will negotiate a Delivery Order to include but not be limited to items such as the Statement of Work, specifications, project plan, pricing schedule and payment terms which will be governed by this Agreement. Each Delivery Order will be based upon general terms and conditions contained in a mutually agreed to Agreement for Services (see Exhibit B attached hereto).


As a Preferred Vendor for the products and services set forth above, if the aforementioned products or services required in the development of eCommercial.com projects are not readily available to eCommercial.com from LMC, LMC will procure, develop or otherwise secure such technology, products or services as mutually agreed upon on a case by case basis.


2. Sources of eCommercial.com Revenue. eCommercial.com intends to charge fees
---------------------------------- to customers for access and use of the eCommercial.com network, website, and related services.


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These charges may include amounts for monthly charges, advertising charges, and charges per transaction. Charges shall be billed directly by eCommercial.com to customers and advertisers.


3. Ownership. Ownership of titles or licenses shall be mutually agreed to for
--------- each individual project. License or title ownership shall be defined on a project by project basis.


LMC shall retain ownership of any proprietary technologies or software independently developed by LMC, and eCommercial.com shall only receive a license to use such proprietary technologies in a specific eCommercial.com project on terms to be negotiated on a case by case basis. In the event custom software or content is developed by LMC for eCommercial.com, a separate license or product development agreement shall be entered into by the parties to provide eCommercial.com a license to utilize such product in its business.


In the event of any termination or maturity of this Agreement pursuant to Paragraph 8 herein, a technology licensing agreement on commercially reasonable terms shall be negotiated by and between the parties to provide for the continued use of products and technologies by eCommercial.com which were provided or developed by LMC under this Agreement.


4. Trademarks and Publicity. Each party hereto is the owner of certain
------------------------ trademarks and such ownership shall not be altered by the terms of this Agreement unless specifically set forth. Neither party shall use a trademark owned by the other party without the prior written consent of such other party.


Each party shall (1) submit to the other all advertising, written sales promotions, press releases and other publicity matters relating to this Agreement in which the other Party's name or mark is mentioned or language from which the connection of said name or mark may be inferred or implied and (2) not publish or use such advertising, sales promotions, press releases or publicity matters without the other party's written consent.


5. Joint Pursuit of other Projects. It is the intention of LMC and
------------------------------- eCommercial.com to jointly review other electronic infrastructure projects in which eCommercial.com and LMC have an interest or involvement. When appropriate and mutually agreed to by both parties, joint marketing effor ...