Software Distribution Agreement

Exhibit 10.17


2WG Media


SOFTWARE DISTRIBUTION AGREEMENT


This Software Distribution Agreement (the " Agreement" ) is entered into on 22nd November, 2005 (the " Effective Date" ) by and between White Park Bay, a Limited corporation having its registered place of business at Avalon House, Marcham Road, Abingdon, Oxon, OX14 1UD, United Kingdom and whose principle address for the receipt of documents is Suite 626, Great Northern House, 275 Deansgate, Manchester, M3 4EL, United Kingom, VAT registred under the number 669 8862 53 (" WPB" ), and 2WG Media, having its principal place at 4975 Preston Park Blvd. #775, Plano, TX 75093 (" Company" ).


THE AGREEMENT CONSISTS OF THIS PAGE AND THE FOLLOWING EXHIBITS:


Exhibit A : General Terms and Conditions


Exhibit B : Distribution Terms and Attachment(s) to Exhibit B


THIS AGREEMENT, INCLUDING ALL EXHIBITS AND ATTACHMENTS HERETO, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES AND REPLACES ALL PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS OR AGREEMENTS, WRITTEN OR ORAL, REGARDING SUCH SUBJECT MATTER. BY SIGNING BELOW, COMPANY ACKNOWLEDGES THAT IT HAS READ, ACCEPTED, AND AGREED TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE EXHIBITS DESCRIBED ABOVE AND ALL ATTACHMENTS THERETO.


2WG MEDIA

WHITE PARK BAY


By: /s/ Robert Westmoreland ___

By: __/s/ Steve Tagger ___________


Name: Robert Westmoreland

Name: Steve Tagger


Title: CEO

Title: Director


Date: _____________________

Date: _________________


1


EXHIBIT A


GENERAL TERMS AND CONDITIONS


1.

Confidentiality


1.1 Confidential Information . " Confidential Information" means any non-public information of a party that is designated " confidential" or " proprietary," not including information that the receiving party can demonstrate (i) is or becomes generally known or available to the public; (ii) is known to the receiving party at the time of disclosure without violation of any confidentiality restriction or without any restriction on the receiving party' s further use or disclosure; or (iii) is independently developed by the receiving party. The terms of this Agreement are hereby designated as Confidential Information of both parties.


1.2 Use and Disclosure Restrictions. The parties will (i) not use the other' s Confidential Information for any purpose except to perform its obligations or exercise its rights under this Agreement; (ii) not disclose the other' s Confidential Information to any third party or to such party' s employees, except to those employees or consultants of the receiving party with a need to know and bound by a written non-disclosure agreement at least as protective of the Confidential Information as this Agreement; and (iii) take measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information, with such measures to be at least as protective of the other' s Confidential Information as such party' s measures for its own Confidential Information, but in no event less than a reasonable amount of care.


2. FEES, PAYMENTS AND RECORDS. Company will make all payments in the amounts and according to the schedules set forth in the Attachment to Exhibit B . All payments are non-refundable. Within fifteen (15) business days after the end of each calendar quarter, Company will provide to WPB a report (" Royalty Report" ) describing any amounts owed under this Agreement. Any amount payable under this Agreement remaining unpaid for more than fifteen (15) business days after the due date will bear interest at a rate of 1.25% per month from the date such amount is due until the date of actual payment. In the event any amount payable is more than 15 days overdue WPB will have the right to terminate the agreement with immediate effect and all rights will revert back automatically to WPB..WPB may audit the records described herein once per year during regular hours at Company' s offices in a manner that does not interfere unreasonably with Company' s business activities. If an audit reveals that Company has paid at the lesser of $500 or five percent (5%) less than what is required by this Agreement, Company will reimburse WPB for the cost of the audit in addition to the unpaid fees.

Where Company is required by any law to withhold from payments due under this Agreement any withholding tax, income tax, corporation tax or similar tax of any kind, Company shall be entitled to withhold such sums but shall supply WPB with information concerning the amount of tax withheld and the type of tax withheld and shall undertake to give WPB reasonable lawful assistance to obtain exemption or refunds in respect of such tax

3. TERM. This Agreement shall commence on the Effective Date, and shall continue in full force and effect for a period of five (5) years, unless terminated earlier as specified below or in Exhibit B . This Agreement may only be renewed by mutual written agreement.


4. TERMINATION. Either party shall have the right to terminate this Agreement if the other party is in material breach of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice of such breach given by the non-breaching party, except in the event of late payment, as set out in Exhibit A, Clause 2, where the cure period for a late payment breach is fifteen (15) days after which time WPB will have the right to terminate the agreement with immediate effect and all rights will revert back automatically to WPB. Upon termination or expiration of this Agreement, each party will return or destroy all of the other' s Confidential Information in its possession, and all licenses granted under this Agreement shall cease unless stated expressly otherwise. In addition to those provisions identified for survival in each exhibit attached hereto, the following provisions of this Exhibit A will survive termination of the Agreement for any reason: Section 2 (to the extent any amounts due have not been paid), Section 4, 5.2, 6, and 7.


5.

Marks.


2


5.1 License . Subject to the terms and conditions of the Agreement, WPB grants to Company a limited, non-exclusive and non-transferable license (without the right to sublicense) to use, reproduce and display the Marks (defined below) solely as necessary to perform the obligations set forth in this Agreement. Company' s use of the Marks shall be in compliance with WPB' s then-current trademark usage guidelines. Any use by Company of the Marks requires WPB' s prior written approval in each instance. As used in this Agreement, " Marks" means WPB' s trademarks and associated logos that WPB may provide to Company from time to time for the purposes of this Agreem ...