EXHIBIT 10.6
Distribution Agreement
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This Distribution Agreement (the "Agreement") is entered as of April 22, 1998
(the "Effective Date") by and between Mpath Interactive, Inc. ("Mpath"), a
Delaware corporation, through its Xxxxxxx.xxx division, with its principal place
of business at 000 Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 and Xxx
Interactive Media, Inc. ("CIM"), a Delaware corporation, with its principal
place of business at 000 Xxxxx Xxxxxx, X.X., Xxxxxxx, XX 00000.
Recitals
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1. CIM owns and operates the websites listed on Exhibit C to this Agreement,
as such Exhibit may be amended by CIM from time to time (the "CIM Sites").
2. Mpath owns and operates a branded multi-player interactive game service on
the World Wide Web located at the url "xxx.xxxxxxx.xxx." ("xxxxxxx.xxx") based
on technology, including the xxxxxxx.xxx Gizmo Software (as defined below), that
enables users to play multi-player games over the Internet including both third
party personal computer resident games and online only games; and
3. Mpath and CIM desire to create, on the World Wide Web, areas for CIM that
contain certain online, interactive computer games and to promote each other's
services as more fully set forth in this Agreement.
Agreement
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NOW THEREFORE, for and in consideration of the mutual terms and conditions set
forth herein, the parties agree as follows:
1. Definitions.
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1.1 "CIM Games" mean all Java and Shockwave games owned by CIM on the Effective
Date.
1.2 "CIM Marks" means CIM's trademarks, trade names, service marks, service
names and logos specified in Exhibit A.
1.3 "Co-Branded Pages" mean World Wide Web pages on the CIM Sites that are co-
branded with CIM Marks and Mpath Marks and that provide instructions to
users regarding how to download the Gizmo Software and also contain the End
User License (as defined below in Section 2.1) provided by Mpath.
1.4 "Confidential Information" means: (i) business information of a party that
is not publicly known, including but not limited to, any information
relating to a party's product plans, product designs, product costs,
product prices, product names, finances, marketing plans,
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business opportunities, personnel, research, development or know-how; (ii)
any information designated in writing by any party as "confidential" or
"proprietary" or which, under the circumstances taken as a whole, would
reasonably be deemed to be confidential; and (iii) the terms and conditions
of this Agreement. "Confidential Information" excludes information that:
(a) is or becomes known or available by publication, commercial use or
otherwise through no fault of the receiving party; (b) is known to the
receiving party at the time of disclosure without violation of any
confidentiality restriction and without any restriction on the receiving
party's further use or disclosure; or (c) is independently developed by the
receiving party without access or reference to Confidential Information of
the disclosing party.
1.5 "Game Channel" means an area on each CIM Site that hosts online,
interactive freeware and/or shareware computer games.
1.6 "Gizmo Software" means the client software, in object code form only, that
is used by customers to access xxxxxxx.xxx and play games on xxxxxxx.xxx.
1.7 "Mpath Marks" means Mpath's trademarks, trade names, service marks, service
names and logos specified in Exhibit B.
1.8 "Mplayer Plus" means the area on xxxxxxx.xxx where users must pay a
subscription fee for game play. As of the Effective Date the Mplayer Plus
subscription fee is $39.95 per year.
1.9 "Renewal Term" means each successive, if any, [XXXXX] period for which the
Agreement has been renewed.
2. CIM's Game Channel and Tournaments.
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2.1 Gizmo Software. Mpath hereby grants CIM a non-exclusive, royalty-free,
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worldwide license to: (i) distribute, display, perform and transmit the
Gizmo Software on the CIM Sites; (ii) permit users of the CIM Sites to
download the Gizmo Software from Co-Branded Pages; and (iii) allow users of
the CIM Sites to use (subject to Mpath's standard form end user license
agreement in effect from time-to-time the "End User License") the Gizmo
Software to play the games that are available on xxxxxxx.xxx. The version
of the Gizmo Software that users may download under this Section 2.1 shall
be substantially in the form, and contain the same features, as the Gizmo
Software that users may download from xxxxxxx.xxx on the Effective Date.
During the term of this Agreement, Mpath will promptly (but within ten
(10) business days of commercial release) provide CIM with revisions and
upgrades for the Gizmo Software. Mpath will provide CIM with the Gizmo
Software in an electronic format to be agreed upon by the parties and by
electronic transmission. If Mpath makes any revisions and/or upgrades for
the Gizmo Software that will materially affect the art files for the custom
Gizmo Software distributed by CIM, then Mpath must notify CIM of the effect
of such revisions and/or upgrades within ten
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(10) business days of commercial release of such revisions and/or upgrades
and include a copy of such revisions and/or upgrades along with such
notice. CIM's use of any such revisions or upgrades is subject to the
license rights granted by Mpath to CIM with respect to the Gizmo Software
expressly stated in this Agreement.
2.2 After the First [XXXXX] Game Channels on CIM Sites. Once CIM has created a
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Game Channel on [XXXXX] CIM Sites, Mpath will provide CIM with Mpath's
proprietary Web content creation tools that will enable CIM to create a
custom version of the Gizmo Software for each CIM Site so that the CIM
Xxxx(s) selected by CIM are displayed when a user is playing a game on
xxxxxxx.xxx. Mpath will provide CIM with a commercially reasonable amount
of technical support to assist CIM with creating such custom versions of
the Gizmo Software. The CIM Xxxx(s) will provide a link from the web page
where the user is playing an Mplayer Game to the CIM Site from which the
user downloaded the Gizmo Software. The placement and appearance of the
CIM Marks on the Gizmo Software will be subject to Mpath's approval, such
approval not to be unreasonably withheld or delayed. If Mpath does not
object to the placement and appearance of the CIM Marks on the Gizmo
Software within ten (10) days from the date that CIM submits the placement
and appearance of the CIM Marks to Mpath for approval, Mpath will be deemed
to have approved such placement and appearance of the CIM Marks.
2.3 Co-Branded Pages. The parties must agree, in writing, upon the final
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design of the Co-Branded Pages for commercial release. The Co-Branded
Pages will reside on the servers used by CIM for the CIM Sites, or such
other servers as CIM may designate from time-to-time. The Co-Branded
Pages will contain general descriptions of the games available on
xxxxxxx.xxx, provide instructions to users regarding how to download the
Gizmo Software and will enable users to download the Gizmo Software. The
descriptions of the games available on xxxxxxx.xxx and instructions
regarding how to download the Gizmo Software will be provided by Mpath, and
will be subject to CIM's prior written approval which may not be
unreasonably withheld or delayed. In addition, the Co-Branded Pages will
feature a conspicuous notice stating that all comments, questions and/or
complaints about the Gizmo Software or the games available on xxxxxxx.xxx
should be addressed to Mpath and will provide a mailing address and an
electronic mail address to which such comments and complaints should be
directed. The CIM Sites will each offer users a download of the custom
versions of the Gizmo Software created by CIM under Section 2.2 of this
Agreement. The regular Gizmo Software may be downloaded from xxxxxxx.xxx.
Users will not be charged a fee to download the Gizmo Software from the CIM
Sites.
2.4 Support. When a user who has downloaded the Gizmo Software from a CIM Site
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selects an xxxxxxx.xxx compatible game to play, the user will be
transported to the server Mpath uses for xxxxxxx.xxx. All games available
on xxxxxxx.xxx will be played on such server. Mplayer will be responsible
for all aspects of the operation of the Gizmo Software and the xxxxxxx.xxx,
including, but not limited to, handling problems and questions that users
may have. Mpath is responsible for providing customer support to
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end-users with respect to the use of the xxxxxxx.xxx and the games
available on xxxxxxx.xxx. Customer support will include technical or
telephone support for both game play and issues relating to use of
xxxxxxx.xxx. Mpath will respond to all user comments, questions and
complaints promptly and in a professional manner, consistent with industry
standards for such support.
2.5 Tournaments. Mpath will conduct checkers and backgammon co-branded
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tournaments for users of the CIM Sites subject to mutual written agreement
of the parties on frequency and timing of these tournaments, minimum
advertising pre-commitments, the rules for the tournaments, the prizes
awarded (if any) and the manner in which these tournaments are conducted.
3. CIM Games on xxxxxxx.xxx. CIM grants Mpath a worldwide, non-exclusive
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license to make available, distribute (subject to CIM's standard form end user
license agreement as CIM may provide to Mpath from time-to-time), copy, publicly
display, publicly perform, transmit and broadcast the CIM Games (and any
elements thereof) for online play on xxxxxxx.xxx. CIM will provide the CIM
Games to Mpath in an electronic format to be agreed upon by the parties and by
electronic transmission. CIM agrees to exert commercially reasonable efforts to
help integrate the CIM Games on xxxxxxx.xxx. Any grant of sublicense rights in
the CIM games by CIM to Mpath is subject to good faith negotiation and mutual
written agreement.
4. Consideration.
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4.1 Advertising Revenue. Mplayer shall have the exclusive right to sell
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advertisements to be embedded in the Gizmo Software, each such
advertisement to be delivered to CIM on disk or by email or by FTP on the
fifteenth (15th) day of each calendar month during the term of this
Agreement and any Renewal Term. Mpath shall retain [XXXXX] revenues
generated from such sales. Mpath shall comply with CIM's written policies
with respect to the acceptability of advertising, as such policies are
promulgated from time-to-time by CIM for its own advertising sales on the
CIM Sites. CIM may reject any advertising which, as determined in CIM's
commercially reasonable discretion, does not conform with CIM's written
advertising policies. CIM shall have [XXXXX].
4.2 Mplayer Plus Bounty. Mpath agrees to pay CIM [XXXXX] for each user who
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originates from a CIM Site and purchases a [XXXXX] Mplayer Plus
subscription. Mpath will pay CIM [XXXXX] for each user who originates from
a CIM Site and purchases a [XXXXX] Mplayer Plus subscription. Subscribers
to Mplayer Plus who originate from the CIM Sites will be directed by CIM to
a a distinct web page (url) within Mpath's Internet domain dedicated to
Mplayer Plus registration for users that originate from a CIM Site.
Mpath's records from these Mplayer Plus registrations will be used to
determine the appropriate new subscriber bounty due to CIM from Mpath.
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4.3 Payment Timing. Within thirty (30) days after the end of each calendar
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quarter, Mpath will pay to CIM the total of all fees due to CIM under
Section 4 for that calendar quarter. In addition, within thirty (30) days
after the end of each calendar quarter, Mpath will provide CIM with a
written report which shall provide detailed information regarding how Mpath
calculated the payment made to CIM under this Agreement for that calendar
quarter, including, but not limited to, a listing of the number of Mplayer
Plus subscriptions purchased by users who originated from the CIM Sites
during the calendar quarter, the CIM Site from which each such user
originated and the duration of each subscription that was purchased. The
acceptance of a quarterly report by CIM will not be deemed an acceptance of
the accuracy of such report, nor as a waiver of any rights under this
Agreement .
4.4 Reports and Audits. Mpath shall keep reasonable books and records
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accurately documenting the transactions contemplated by this Agreement
throughout the term of this Agreement and for a period of one (1) year
following the expiration or termination of this Agreement. CIM or its
authorized representative will have the right once during the initial term
of this Agreement, once during each Renewal Term and once during the first
twelve (12) months thereafter, at CIM's sole expense, to inspect, audit and
copy any such books and records kept by Mpath relevant to payments made by
Mpath to CIM under this Agreement at Mpath's offices, during normal
business hours, upon fourteen (14) days' prior written notice, to determine
the accuracy of Mpath's reports hereunder. CIM agrees to provide Mpath with
a copy of the audit report letter, if any, no later than twenty (20) days
after completion of the audit. If, as a result of an inspection or audit,
CIM discovers an underpayment of fees paid by Mpath to CIM, CIM shall have
the right to conduct an additional audit of Mpath's books and records
during the next twelve (12) months and Mpath shall promptly pay to CIM the
fees Mpath underpaid. If, as a result of an inspection or audit, CIM
discovers an underpayment of [XXXXX] or more during any given month,
Mpath will pay CIM the cost of such inspection or audit in addition to
the underpayment.
5. Ownership. Mpath will remain the sole and exclusive owner of all right,
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title and interest in xxxxxxx.xxx, the Gizmo Software, and Mpath Marks and all
intellectual property rights, including derivative works, therein (except for
the CIM Games and any CIM Marks incorporated into xxxxxxx.xxx or the Gizmo
Software). CIM will remain the sole and exclusive owner of all right, title and
interest in the CIM Marks, the CIM Games, CIM proprietary software, and all
intellectual property rights, including derivative works, therein. There are no
implied licenses granted under this Agreement. Neither party may reverse
engineer, reverse compile, reduce to human perceivable form, or disassemble any
software of the other party, except as expressly authorized in this Agreement.
6. Mpath Marks. Mpath hereby grants to CIM a non-exclusive license to use the
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Mpath Marks in connection with CIM's performance of its obligations under this
Agreement and the marketing of the Game Channels, provided that Mpath will have
the right to approve such use in advance, which approval shall not be
unreasonably withheld or delayed. Mpath will be deemed
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to have approved such use if CIM does not receive notice of disapproval from
Mpath within ten (10) business days after Mpath receives a request for approval
from CIM. When CIM uses an Mpath Xxxx under this Agreement, CIM must reference
the Mpath Xxxx as being owned by Mpath as specified in Exhibit B. Nothing in
this Agreement grants CIM ownership or any rights in or to the Mpath Marks,
except in accordance with this license, and any use of the Mpath Marks by CIM
under this Agreement is for and shall inure to the benefit of Mpath. The rights
granted to CIM in this license will terminate upon any termination of this
Agreement.
7. CIM Marks. CIM hereby grants to Mpath a non-exclusive license to use CIM
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Marks, in connection with Mpath's distribution and marketing of the availability
of the CIM Games on xxxxxxx.xxx under this Agreement, provided that CIM must
approve such use in advance, which approval may not be unreasonably withheld or
delayed. CIM will be deemed to have approved such use if Mpath does not receive
notice of disapproval from CIM within ten (10) business days after CIM receives
a request for approval from Mpath. When Mpath uses a CIM Xxxx under this
Agreement, Mpath must reference the CIM Xxxx as being owned by CIM as specified
in Exhibit A. Nothing in this Agreement grants Mpath ownership or any rights
in or to the CIM Marks, except in accordance with this license, and any use of
the CIM Marks by Mpath under this Agreement shall inure to the benefit of CIM.
The rights granted to Mpath in this license will terminate upon any termination
of this Agreement.
8. Publicity. CIM and Mpath may each make press releases about the existence
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and contents of the Agreement (except with respect to specific financial terms)
with the prior approval of the other of the contents and timing of the press
release, which approval shall not be unreasonably withheld or delayed. If the
party from whom approval is sought does not approve or reject such press release
within five (5) business days of submission for approval, such press release
shall be deemed approved.
9. Warranties.
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9.1 By CIM. CIM represents and warrants that: (i) it is the owner or licensee
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of the CIM Games, the CIM Marks and all intellectual property rights
therein; (ii) it has not granted any licenses or entered into any
agreements of any kind inconsistent with or contrary to this Agreement;
(iii) the use of the CIM Games and the CIM Marks will not violate or
infringe any intellectual property or other rights of any third party; and
(iv) it has sufficient right and authority to enter this Agreement and to
grant the licenses and rights granted under this Agreement.
9.2 By Mpath. Mpath represents and warrants that: (i) it is the owner or
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licensee of the Mpath Marks, xxxxxxx.xxx, the games that can be played on
xxxxxxx.xxx (other than Blood, Total Annihilation, Mechwarrior 2, and IPX
games), the Gizmo Software and all intellectual property rights therein;
(ii) it has not entered into any agreements of any kind inconsistent with
or contrary to this Agreement; (iii) the use of the Mpath Marks,
xxxxxxx.xxx, and the Gizmo Software under this Agreement will not violate
or infringe any intellectual property or other rights of any third party,
(iv) the operation of
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xxxxxxx.xxx and the games that can be played on xxxxxxx.xxx will be in
accordance with all applicable laws and regulations, and (v) it has
sufficient right and authority to enter into this Agreement and to grant
the licenses and rights granted under this Agreement.
9.3 Warranty Disclaimer. THE FOREGOING WARRANTY IN SECTIONS 9.1 AND 9.2 ARE IN
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LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR
PURPOSE.
9.4 Indemnification. Mpath will indemnify and hold CIM and its directors,
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officers, agents, employees and affiliated companies harmless from and
against any and all claims, damages, liabilities, costs and expenses
(including all reasonable attorney's fees) arising out of:
(i) the breach of any warranty made by Mpath under this Agreement; and
(ii) any cause of action by any third party game publisher, game owner, or
game distributor arising from any game that can be played on
xxxxxxx.xxx.
CIM will indemnify and hold Mpath and its directors, officers, agents,
employees and affiliated companies harmless from and against any and all
claims, damages, liabilities, costs and expenses (including all reasonable
attorney's fees) arising out of the breach of any warranty made by CIM
under this Agreement. The indemnifying party shall not be liable for any
claims, damages, liabilities, costs or expenses unless the party seeking
indemnification gives the indemnifying party prompt written notice of any
such claims, damages, liabilities, costs or expenses and cooperates fully
with the indemnifying party in the defense, compromise or settlement of any
claims.
10. Confidentiality.
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10.1 Confidentiality Restrictions. Each party will take reasonable steps,
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at least including the steps it takes to protect its own most valuable
proprietary information to prevent the duplication or disclosure of the
other party's Confidential Information, other than by or to its, or its
affiliates', employees or agents who must have access to the Confidential
Information to perform the party's obligations hereunder. However, each
party may disclose Confidential Information of the other party: (i)
pursuant to the order or requirement of a court, administrative agency or
other governmental body, provided that such party give reasonable notice to
the other party to contest such order or requirement; or (ii) on a
confidential basis to legal and financial advisors. In no event, without
Mpath's prior written consent, may;
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(a) Mpath Confidential Information, or
(b) any Mpath proprietary code delivered by Mpath to CIM under this
Agreement; be used by CIM on any game playing service other than
xxxxxxx.xxx or the Game Channels. Either party may disclose, subject
to written non-disclosure agreement, this Agreement to its lawyers,
accountants and in the course of investment or financing due
diligence.
10.2 Return of Confidential Information. No later than fifteen (15) business
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days after termination or expiration of this Agreement, the recipient of
Confidential Information will return all Confidential Information and all
copies thereof to the owner. With respect to documents or data storage
media containing Confidential Information of the other party, the recipient
may elect to delete therefrom all such Confidential Information, in which
event the recipient shall, upon written request from the owner, deliver to
the owner a certificate, signed by an authorized representative of the
recipient, to the effect that all Confidential Information of the owner has
been returned or deleted.
11. Term and Termination. This Agreement commences on the Effective Date and
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continues in full force and effect for an initial term of [XXXXX] after the
Effective Date, unless earlier terminated in accordance with this Section. This
Agreement will automatically renew for successive Renewal Terms unless notice of
non-renewal is given by either party at least sixty (60) days prior to the
expiration of the then-current term. Beginning [XXXXX] from the Effective Date,
either party may terminate this Agreement at any time by providing the other
party with [XXXXX] written notice. Either party may terminate this Agreement
immediately in the event of: (i) the other party's material breach of any
obligation under this Agreement, which breach is not remedied within fifteen
(15) calendar days of the defaulting party's receipt of written notice of the
breach; or (ii) the other party's petition for bankruptcy or reorganization, or
the assignment for the benefit of creditors of the other party. Sections 1, 5,
9, 10, 12, 13, 18, and 20 survive the expiration or termination of this
Agreement.
12. Limitation of Liability. REGARDLESS WHETHER ANY REMEDY SET FORTH IN THIS
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AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, UNDER NO CIRCUMSTANCES
WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY,
NEGLIGENCE OR OTHER LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR LOST PROFITS OF THE OTHER PARTY IN CONNECTION WITH THE
SUBJECT MATTER OF THIS AGREEMENT EVEN IF THE PARTY HAS BEEN INFORMED IN ADVANCE
OF SUCH DAMAGES. THE LIMITATION OF LIABILITY IS REFLECTED IN THE CONSIDERATION
EXCHANGED IN THIS AGREEMENT.
13. Governing Law. This Agreement is governed, controlled, interpreted and
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defined by and under the laws of the State of California and the United States,
without reference to California's the conflicts of laws rules.
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14. Notices. All notices required or permitted under this Agreement will be in
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writing, will reference this Agreement, will be sent via U.S. express mail or
private express courier or by tele-facsimile (with receipt confirmed via
telephone) and will be effective upon receipt at the address stated below.
Notice will be addressed as follows, unless all parties to the Agreement are
notified in writing of a change of address, in which event notice will be sent
to the new address:
To CIM: Xxxxxx X. Xxxxx
Xxx Interactive Media, Inc.
The Carriage Works
000 Xxxxx Xxxxxx, Xxxxx 0
Xxxxxxx, Xxxxxxx 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
With a copy to: Xxxxxx X. Xxxxxx, Esq.
Xxx Enterprises, Inc.
0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
To Mpath: Xxx Xxxxxxx
Vice President, Business Development
Mpath Interactive, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
15. Force Majeure. Neither party will be liable to the other under the terms
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of this Agreement for any delays, preemptions or other failure to perform when
such delays, preemptions or failures are due to any cause beyond the control of
the party whose performance is so affected, including, without limitation, fire,
war, earthquake, strike, riot, labor dispute, or an act of God. In the event of
any such delay, preemption or failure, the affected performing party will
promptly notify the other party of the nature and anticipated length of
continuance of such force majeure, and during such period both parties will be
excused from performance hereunder. No such failure or delay constitutes a
material breach of this Agreement.
16. No Assignment. Neither party may assign its rights or obligations under
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this Agreement, by operation of law or otherwise, without the express written
consent of the other; except that a party may assign this Agreement to an
affiliate commonly owned and controlled by the party or to any other third party
in connection with the merger or acquisition of the party or sale of all or
substantially all of its assets used primarily in connection with this
Agreement. Each party agrees to provide no less than thirty (30) business days'
prior notification of any authorized
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assignment under this Agreement, including assignment to an affiliate or as part
of an asset sale. Any attempted assignment except as allowed by the immediately
preceding sentence is null and void. Subject to the foregoing, this Agreement
will benefit and bind the successors and assigns of the parties.
17. Independent Contractors. The parties to this Agreement are independent
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contractors and nothing in this Agreement contained shall be deemed to create a
joint venture, partnership or agency relationship between the parties to this
Agreement. No party shall have any power to enter into any contracts or
commitments in the name of, or on behalf of, the other party, or to bind the
other party in any respect whatsoever. This Agreement is non-exclusive; either
party may entere into agreements with other online services to license the
computer games that that party owns.
18. Interpretation. Any headings contained in this Agreement are for
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convenience only and shall not be employed in interpreting this Agreement. The
parties and their respective counsel have negotiated this Agreement. This
Agreement will be interpreted fairly in accordance with its terms and conditions
and without any strict construction in favor of or against either party.
19. Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall constitute an original and all of which taken together shall
constitute one and the same Agreement. The parties may sign facsimile copies of
this Agreement that shall each be deemed originals.
20. Entire Agreement. This Agreement constitutes the entire agreement between
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the parties with respect to the subject matter to this Agreement, and supersedes
and replaces all prior or contemporaneous understandings or agreements, written
or oral, regarding such subject matter.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
XXX INTERACTIVE MEDIA, INC. MPATH INTERACTIVE, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
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Title: Business Development Manager Title: COO-GM
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Date: 4/23/98 Date: Date: 4/22/98
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Fax: 000-000-0000 Fax: Fax: (000) 000-0000
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EXHIBIT A
CIM MARKS
CIM
Xxx Interactive Media
CIM may update this Exhibit, in writing, from time-to-time during the term of
the Agreement and Mpath agrees to implement any such changes in Mpath's use of
the CIM Marks within a reasonable period of time.
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EXHIBIT B
MPATH MARKS
1. Registered Trademarks
Mplayer(R)
ScribbleTalk(R)
Mplayer and Scribbletalk are registered trademarks of Mpath Interactive, Inc.
2. Trademarks
Gizmo Game Player(TM)
Mpath Interactive(TM)
The Mpath logo(TM)
The Mplayer logo(TM)
Mplay(TM)
Wanna Play?(TM)
Mpath Interactive, the Mpath logo, the Mplayer logo, Wanna Play?, Mplay, and
Gizmo Game Player are trademarks of Mpath Interactive, Inc.
Mpath may update this Exhibit, in writing, from time-to-time during the term of
the Agreement and CIM agrees to implement any such changes in its use of the
Mpath Marks within a reasonable period of time.
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EXHIBIT C
LIST OF CIM'S PLANNED WEB SITES AND RELEASE SCHEDULE
[XXXXX]
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