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EXHIBIT 10.17
LEASE AGREEMENT FOR ELECTRONIC DISPLAYS
This LEASE AGREEMENT FOR ELECTRONIC DISPLAYS (the "Agreement") is entered into
by and between ELECTRONIC BILLBOARD TECHNOLOGY, INC. (hereinafter "EBT"), a
Delaware corporation having its principal offices at 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000; and "ECKERD CORPORATION" (hereinafter "ECKERD")
a Delaware corporation, having its principal offices at 0000 Xxxxx Xxxxx Xxxx,
Xxxxx, XX 00000 (collectively the "parties" or "Parties").
BACKGROUND:
THIS BACKGROUND IS INCLUDED TO ASSIST IN INTERPRETING THIS AGREEMENT AND TO
UNDERSTAND THE BASIS UPON WHICH CERTAIN TERMS AND CONDITIONS HAVE BEEN INCLUDED
IN THIS CONTRACT. IT IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, TO SUPERSEDE
OR AMEND THE SPECIFICALLY, RECITED TERMS AND CONDITIONS OF THIS AGREEMENT.
EBT produces a variety of Electronic Displays. Eckerd is interested in testing
the use of 12 Electronic Displays at 10 of its pharmacy locations with the
possibility of expanding the use of Electronic Displays at other of its
locations. The purpose of this Agreement is to establish the terms and
conditions of the initial site test.
GENERAL:
1) EBT, at its sole cost and expense, does hereby agree to erect 12
(twelve) Electronic Displays (a device produced by EBT for
electronically displaying advertising messages) at the site and in the
location designated on Schedule A of this Agreement. The Electronic
Displays will be constructed according to the specifications provided
by Eckerd, which are attached hereto and marked Schedule X. Xxxxxx does
hereby agree to lease to EBT the space shown on Schedule A, and such
additional space around the location marked on Schedule A as is
reasonably required for EBT to erect, operate and maintain the
Electronic Displays, on the terms and conditions as hereafter set forth
(herein, the "Lease"). The Lease specifically includes the right of EBT
to sell advertising to third parties on the Electronic Display. The
third parties may include local, regional and national advertisers and
are subject to Eckerd's approval.
2) EBT, with the reasonable assistance of Eckerd, shall be responsible for
obtaining all necessary permits and licenses to erect, operate and
maintain the Electronic Displays. If, for any reason, EBT is prevented
by any governmental authority from erecting and reasonably operating
the Electronic Displays, then this Agreement shall terminate and become
null and void.
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3) The Lease shall be for a period of three (3) months from the date that
the Electronic Displays are installed and operational. However, Eckerd
may terminate the Lease at any time by giving EBT no less than 30 days
written notice of its intent to terminate the Lease. Upon the
termination of the Lease, EBT shall, at its cost and expense, remove
the Electronic Displays and restore the location to the condition it
was in prior to the installation of the Electronic Displays, normal
wear and tear expected.
4) As consideration for the Lease, EBT shall pay to Eckerd rental equal to
ten (10%) percent of the Advertising Revenue received from operation of
the Electronic Displays. The aggregate collected gross cash proceeds
generated from all advertising displayed on the Electronic Displays
("Gross Revenue"), shall be the basis of the calculation of rental to
be paid to Eckerd. Gross Revenues shall be reduced by the amount of all
applicable sales taxes and tax levies, if any, with respect thereto to
arrive at Advertising Revenue. Rentals shall be paid monthly, on or
before the 15th day of each month.
5) EBT, at its sole cost and expense, shall be responsible for the repair
and maintenance of the Electronic Displays. Eckerd, at its sole cost
and expense, shall be responsible for the cost of electricity to power
the Electronic Displays.
6) EBT shall maintain all risk property casualty insurance on the
Electronic Displays during the term of this Lease in an amount equal to
100% of the replacement cost of the Electronic Displays.
7) EBT shall maintain liability insurance during the term of this Lease
which includes Eckerd as a named insured as follows:
a) Commercial general liability insurance in an amount not less than
$1,000,000 per occurrence for bodily injury or property damage or
personal injury, $2,000,000 in the aggregate; and,
b) All such policies shall contain endorsements whereby the carrier
agrees that its insurance is primary and not contributory with or
in excess of any coverage, which Eckerd may carry.
8) The Parties will promptly execute and deliver to each other such
further documents and take such further action as shall be required to
more effectively carry out the intent and purpose of this Agreement and
the Lease.
9) All notices, demands, or consents required or permitted under this
Agreement shall be in writing and shall be delivered personally or sent
by certified or registered mail, return receipt requested, to the
appropriate party at the address
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set forth in the first paragraph of this Agreement or at such other
address as shall be given by either party to the other in writing.
10) This Agreement and the Lease shall be deemed to be made in the state of
Texas and in all respect shall be interpreted, construed, and governed
by and in accordance with the laws of the state of Texas. Venue for any
action arising under this Agreement or the Lease shall be exclusively
in a court of competent jurisdiction, state or federal, Xxxxxx, Xxxxxx
County, Texas, to the extent permissible under applicable venue rules.
11) The waiver by any party of any term or provision of this Agreement
shall not be deemed to constitute a continuing waiver thereof nor of
any further or additional rights such party may hold under this
Agreement.
ENTERED INTO EFFECTIVE THIS ____DAY OF FEBRUARY 2001.
ELECTRONIC BILLBOARD TECHNOLOGY, INC. "EBT"
By:
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Xxxx Xxxxx, Chief Executive Officer
ECKERD CORPORATION "ECKERD"
By:
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Printed Name:
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Title:
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