Copyright Development & Transfer Agreement

COPYRIGHT DEVELOPMENT AND TRANSFER AGREEMENT


THIS AGREEMENT ("Agreement ") is entered into by and between FUSION NETWORKS, INC. (the "Client" ) and RED COLOMBIA LTDA. (the "Contractor") on the 28TH of July 1999 (the "Effective Date").


NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, the parties agree as follows:


1. Engagement of Services.-


Contractor agrees to perform services for Client according to the specifications in Exhibit A ("Proposal"). Contractor may not subcontract or otherwise delegate its obligations under this Agreement without Client's prior written consent. Contractor agrees to perform the services in professional manner until October 31st, 1999.


2. Compensation.-


2.1 Fees and Approved Expenses: Client will pay Contractor the fee of US$182,559.oo for services rendered by Contractor pursuant to this Agreement. Contractor will not be reimbursed for any expenses incurred in connection with the performance of services under this Agreement, unless those expenses are approved in advance and in writing by Client as Reimbursable Expenses.


2.2 Payment Due: Client will review the Work Product (as defined in Section 5) within five (5) days after receiving it from Contractor to ensure that it meets the Project requirements stated in Section 1. If Client does not give written notice of rejection to Contractor within that time period (describing the reasons for the rejection in reasonable detail), the Work Product will be deemed to be accepted. Client will pay Contractor for services and will reimburse Contractor for previously approved expenses as stated in Exhibit B.


3. Independent Contractor Relationship.-


Contractor and Client understand, acknowledge, and agree that Contractor's relationship with Client will be that of an independent contractor and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship.


4. Trade Secrets and Confidential Information.-


4.1 Third-Party Information: Contractor represents that his performance of all of the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data of a third party and Contractor will not disclose to Client, or induce Client to use, any confidential or proprietary information belonging to third parties unless such use or disclosure is authorized in writing by such owners.


4.2 Confidential Information: Contractor agrees during the term of this Agreement and thereafter to take all steps reasonably necessary to hold in trust and confidence information which he knows or has reason to know is considered confidential by Client ("Confidential Information"). Contractor agrees to use the Confidential Information solely to perform the Project hereunder. Confidential Information includes, but is not limited to, technical and business information relating to Client's inventions or products, research and development, manufacturing and engineering processes, and future business plans. Contractor s obligations with respect to the Confidential Information also extend to any third party s proprietary or confidential information disclosed to Contractor in the course of providing services to Client. This obligation shall not extend to any information which becomes generally known to the public without breach of this Agreement. This obligation shall survive the termination of this Agreement.


5. Ownership of Work Product.-


5.1 Definition: Work Product means the works of authorship conceived or developed by Contractor while performing the Project services.


5.2 Assignment: Contractor hereby irrevocably assigns, conveys and otherwise transfers to Client, and its respective successors and assigns, all rights, title and interests worldwide in an to the Work Product and all copyrights, contract and licensing right ...