STRATEGIC ALLIANCE Agreement
This Strategic Alliance Agreement is made and entered into this _____day of November 2003, by and
between UTEK CORPORATION (“UTK”), 202 South Wheeler Street, Plant City, Florida 33566, a Delaware
Corporation, and Magic Media Networks, Inc (MGCN), 530 N. Federal Highway, Ft. Lauderdale, Fla 33301,
a Delaware Corporation.
WHEREAS, MGCN desires to engage UTK to provide the services as set forth in this Agreement, and
WHEREAS, UTK is agreeable to provide these services.
NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree
MGCN hereby retains UTK to provide those services as defined herein and UTK hereby agrees to the
appointment on the terms and conditions hereinafter set forth and agrees to use commercially reasonable efforts in
providing said services.
II. INDEPENDENT CONTRACTOR
UTK shall be, and in all respects be deemed to be, an independent contractor in the performance of its
A. MGCN shall be solely responsible for making all payments to and on behalf of its employees
and UTEK shall in no event be liable for any debts or other liabilities of.
B. UTK shall not have or be deemed to have, fiduciary obligations or duties to, and shall be
able to pursue, conduct and carry on for its own account (or for the account of others) such activities, ventures,
businesses and other pursuits as UTK in its sole, absolute and unfettered discretion, may elect.
C. Notwithstanding the above, no activity, venture, business or other pursuit of UTK, during
the term of this Agreement shall conflict with UTK’s obligations under this Agreement.