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Strategic Alliance Agreement

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Sectors: Media
Governing Law: Delaware, View Delaware State Laws
Effective Date: December 15, 1996
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STRATEGIC ALLIANCE AGREEMENT


Made and entered on this ____ day of ___________1996


by and between


Logiphone Telephone Communications Ltd., a limited company registered and
validly existing under the laws of the State of Israel, with registered
offices at 4 Hamasger St., Industrial Zone, P.O.B. 2357, Ra'anana 43650
Israel (hereinafter, "Logiphone");


on the first part;


And


1. Logiphone Group, Inc., formerly known as Star Resources, Inc.,
a corporation incorporated and validly existing under the laws of the State
of Delaware, USA. with registered offices at Two Lincoln Centre, Suite 540,
5420 LBJ Freeway L.B. 56 Dallas, Texas 75240 (hereinafter, "Star");


2. ICA BV, a B.V., registered and validly existing under the laws
of The Netherlands, with registered offices at Brasem 31-4941 SE
Raamsdanksveer (hereinafter: "ICA");


(hereinafter jointly together referred to as: "Strategic Partner"):


on the second part;


Whereas, Logiphone is engaged in the design, manufacture and marketing of telephone exchanges and Other telecommunications equipment; and


Whereas, ICA is engaged in marketing, distribution and sale,
directly and through a network of agents and dealers, of telephone
communications equipment and services; and


Whereas, pursuant to an agreement dated October 10, 1996, Star has
purchased the entire outstanding and issued share capital of ICA in
consideration of the issue of Star Common Stock; and


Whereas, Strategic Partner wishes to purchase telephone communications
equipment from Logiphone and Logiphone wishes to sell such equipment to
Strategic Partner and Strategic Partner wishes to fund


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certain capital requirements of Logiphone so as to enable Logiphone to further develop products the Strategic Partner may wish to purchase under the terms and conditions set forth herein;


NOW, THEREFORE, in consideration or the premises and of the respective representations and warranties hereinafter set forth and the covenants and undertakings contained herein, the parties agree as follows:


1. Introduction


1.1 The preamble and appendices to this Agreement form an integral
part hereof.


1.2 The headings of the paragraphs of this Agreement are inserted
for convenience only and do not constitute an integral part
hereof.


1.3 Star and ICA enter into this Agreement jointly and severally
and shall together be referred to as "Strategic Partner".


1.4 Except as expressly provided for herein, this Agreement shall
be effective as of the Effective Date. In the event that
the Effective Date has not been reached by December 15,1996,
then this Agreement shall be null and void and the parties
hereto shall have no claim against the other in respect
hereof.


2. Definitions


As used herein, the following terms shall, unless the context clearly indicates otherwise, have the following meanings:


2.1 "Effective Date" shall mean the day upon which Logiphone shall have received at least $250,000 of the funds as stated in Section 7 below.


2.2 "Proprietary Rights" shall mean any patent, registered or pending, methods, models, technical data, plans, drawings, shape, designs, names, trade names, patents, calculations, or sketches relating to any product designed, developed, produced or sold by Logiphone, and any improvement, modification or enhancement thereof.


3. Representations and Warranties of Logiphone


Logiphone warrants and represents to Strategic Partner as follows, which representations and warranties shall survive the Effective Date, regardless of what investigation, if any, Strategic Partner shall have made thereof:


3.1 Logiphone is a limited liability company, duly incorporated, validly existing and in good standing under the laws of the State of Israel. Logiphone has full power and authority to own its property to


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conduct the business being conducted by it and contemplated to be conducted hereunder, and to execute, deliver and perform this Agreement.


3.2 Logiphone has the technical know-how required for the fulfillment of its undertakings obligations herein.


3.3 No consents or approvals of any government or government agency or any other public or third party are required by Logiphone to execute, deliver and perform this Agreement.


3.4 This Agreement executed by Logiphone is a valid and binding obligation of Logiphone and is enforceable against it in accordance with its terms.


3.5 The execution, delivery and performance of this Agreement, by and on behalf of Logiphone, has been approved by the Board of Directors of Logiphone. This Agreement has been duly executed and delivered by and on behalf of Logiphone by its authorized officers.


3.6 Logiphone has legal rights and good and marketable title to all of its assets both real and personal, tangible and intangible (including the Proprietary Rights), that it purports to own, including the assets as stated in the financial statements of Logiphone and in this Agreement, free and clear of all leases, liens, security interests and encumbrances of any kind, except for those liens and pledges listed in Annex 3.6 attached hereto.


3.7 Logiphone has complied in all material respects with all laws and regulations applicable to it. Logiphone has all the permits, licenses, orders, consents and approval of all governmental or regulatory bodies material to carrying on its business. Logiphone is not in default under any such permits, licenses or any other authority. To the best of its knowledge, no suspension or cancellation of any such permits, licenses, or other authority is threatened, nor does Logiphone anticipate any difficulties in their renewal.


3.8 Except as disclosed in Annex 3.6, Logiphone has the right to use the Proprietary Rights used in the conduct of its business without infringing or violating the rights of any third parties. No claim has been asserted by any person to ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any such license or agreement, and Logiphone does not know of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.


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Logiphone has no knowledge of any claim or inquiry as to whether, any product, activity or operation of Logiphone infringes upon or involves, or has resulted in the infringement of, any proprietary right of any other person, corporation or other entity; and no proceedings have been instituted, are pending or are threatened that challenge the rights of Logiphone; nor is Logiphone bound by any agreement of indemnification for any proprietary right as to the property manufactured, used or sold by Logiphone.


3.9 Since the inception of Logiphone, there have been no violations of the Foreign Corrupt Practices Act or of any similar state or federal statute relating to bribery by Logiphone or any of its agents.


4. Representations and warranties of Star and ICA


Star and ICA, jointly and severally, warrant and represent to Logiphone as follows, which representations and warranties shall survive the Effective Date, regardless of what investigations, if any, Logiphone shall have made thereof:


4.1 Star is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. ICA is a B.V., duly registered, validly existing and in good standing under the laws of The Netherlands.


4.2 Pursuant to an agreement dated October 10, 1996, between ICA, Star and ICA Marketing Company, L.C. Star purchased 100% of the issued and paid-up share capital of ICA in consideration of the issue of shares equal to approximately 89% of the outstanding and paid-up Star Common Stock.


4.3 Strategic Partner shall make best efforts to have the resources, financial and otherwise, required for the fulfillment of its obligations herein and it has the ability to market, distribute, and sell Logiphone products effectively in the manner set forth herein.


4.4 No consents or approvals of any government or government agency or any other public or third party are required by Strategic Partner to execute, deliver and perform this Agreement, except that (i) in connection with the raising of capital as contemplated in Section 7.1 hereof, Strategic Partner may have to make certain filings with the United States Securities and Exchange Commission, certain state securities commissions and certain foreign securities authorities and seek clearance by such securities authorities with respect to such filings and (ii) Strategic Partner may have to obtain certain permits and licenses in connection with the import, marketing, distribution, sale, installation and service of Logiphone products in certain jurisdictions pursuant to Section 8.1 of the Agreement.


4.5 This Agreement is a valid and binding obligation of Strategic Partner and is enforceable against them in accordance with their respective terms.


4.6 The execution, delivery and performance of this Agreement, by and on behalf of Strategic Partner, has been duly authorized by the Boards of Directors of Strategic Partner, and this Agreement has been duly executed and delivered by and on behalf of Strate
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