Start-up Agreement made between


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IMGEN - Internationaler Medienverbund reg.Gen.m.b.H., Operngasse 22-24, A-1040 Vienna


hereinafter referred as "Partners"

jointly plan to set up ____________________________, hereinafter referred to as "Product".


1. The Partners entitle IMGEN  to carry out a Start Up Phase.

2. The aim of this Start Up Phase is to set up an organisational structure for marketing the product. 

3. Within the Start Up Phase we will prepare a feasibility study in order to provide the relevant information for the size of the investment, which will follow after the Start Up Phase.

4. For the Start Up Phase a budget was discussed and agreed upon by the partners. This budget is attached in Appendix A and is an integral part of this agreement.

5. The costs of the Start Up Phase shall be borne by the Partners according to their investment option.

6. The following investment options were agreed among the partners:
___  __%
___  __%
___  __%
___  __%


7. Should the costs be less than estimated in the estimated budget they will be refunded to the Partners according to their investment option after the end of the Start Up Phase.

8. Payments by the Partners shall be effected on the beginnning of each month of the Start Up Phase as indicated in Appendix A to account Nr. 92 05 66 77 at …sterreichische Postsparkasse. The first payment is due on ________________.

Costs and services, exceeding 10% of the the start-up budget have to be approved by all partners.
 
IMGEN shall carry out the accounting of the Project.

9. Should the Partners decide that the product is marketable they will agree on a suitable organisational structure to carry on sales, marketing and providing activities. 

10. Should a Partner decide to sell all or a portion of his investment option, the other Partners shall have the right of first refusal within appropriate time. If one Partner intends to sell all or a portion of his investment option and other Partners wish to acquire the sold option they may take over the relevant portion of the option sold according to their option percentage relative to each other.

11. The partners agree to provide the following services in kind for the start-up phase:
______________		___________________	
______________		___________________	
______________		___________________	
______________		___________________	
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12. Closing statements

12.1 Each Partner will sign one separate copy of this Agreement and send it to IMGEN. The originals of all copies shall be kept by IMGEN. This Agreement shall come into force when IMGEN receives a signed copy from every Partner. IMGEN shall inform all Partners in writing of the reception of all copies.

12.2 Each Partner may terminate this Partnership at any time, giving the other Partners at least two months notice. Termination by one Partner does not terminate the Partnership between the remaining Partners. However, this Agreement shall not be terminated before the end of the Start Up Phase unless all Partners agree to do so.

Notwithstanding the provisions in this paragraph 13.2 each Partner may terminate this Partnership within the month following the end of the Start Up Phase without giving advance notice.

12.3 Each partner undertakes to the other Partners that it will not at any time hereafter use or divulge or communicate to any person (other than to that Partner's own employees and then only to those employees who need to know the same) without the other Partner's prior written consent any confidential or proprietary information of the other party (including any information of or relating to a party's customers) which has or may thereafter come to its knowledge and shall use its reasonable endeavours to prevent the publication or disclosure of any such information.

The confidentiality obligations contained herein shall not extend to information which was lawfully in the possession of the recipient prior to receipt from the other party or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or is lawfully received from a third person without obligation of confidence or where the information is developed independently.

Each party shall take all reasonable steps to ensure that its employees observe the foregoing obligations as to confidentiality and nondisclosure. The obligations in this paragraph 13.3 shall be valid for a period of five years starting from the date this agreement is terminated.

13.  The validity, construction and performance of this Agreement shall be governed by Austrian laws. All disputes shall be submitted to the jurisdiction of the materially competent tribunal in Vienna, Austria.