Exhibit 10.10
YouNetwork Distribution Agreement Page 1 of 15
THIS DISTRIBUTION AGREEMENT (this "Agreement") is entered this 19th day
of Jan., 1999 by and between YouNetwork, a having an address at 000 X. 00xx Xx.,
Xxx Xxxx, XX 00000 ("Company") and XXXXX & XXXXXX, INC. ("B&T"), a Delaware
corporation having an address at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxx,
Xxxxxxxx 00000.
WITNESSETH:
For valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties agree as follows:
I. DEFINITIONS
As used throughout this Agreement the following terms have the following
meanings:
1.1 "Effective Date" means 1/19/99.
1.2 "Initial Termination Date" means the day preceding the first
anniversary of the Effective Date.
1.3 "Customers" or "Customer" means customers of Company within the United
States who order Products (hereinafter defined) from Company by means of
Company's online retail store doing business over the Internet.
1.4 "Products" means [books, spoken word audio products,] pre-recorded
video products in VHS, laser disc and DVD formats, multi-media products, and
music audio products.
2. TERM
2.1 This Agreement will begin on the Effective Date and will expire on the
Initial Termination Date, unless terminated on an earlier date pursuant to the
express terms of this Agreement or unless extended pursuant to the terms of
Section 2.2
2.2 Unless one of the parties (the "Notifying Party") to this Agreement notifies
the other party not less than 60 days prior to the Initial Termination Date or
any subsequent Termination Date
(hereinafter defined) that the Notifying Party wishes that this Agreement not be
renewed, and if this Agreement otherwise is in full force and effect and no
Event of Default (hereinafter defined) has occurred, this Agreement
automatically may be renewed for not more than five (5) consecutive periods of
one (1) year each (each such period, a "Renewal Term") without further action by
either party and on the same terms and conditions as set forth herein. If the
Notifying Party notifies the other party before the 60 day period that it does
not wish that this Agreement be renewed, this Agreement automatically will
expire on the Initial Termination Date or on the next succeeding Termination
Date. As used herein, "Termination Date" means the anniversary of the Initial
Termination Date in a Renewal Term to which the same relates. As used herein,
"Term" means the period beginning on the date hereof and ending on the Initial
Termination Date or a Renewal Term, as the case may be.
3. ORDER FULFILLMENT
3.1 Company will transmit orders in batches via the Internet to B&T at B&T's
Internet mailbox location by file transfer protocol ("FTP"). The frequency of
batched orders transmitted to B&T will be determined by the parties' mutual
agreement. Each order transmitted by Company to B&T will contain the following
information: (a) the Customer's name and shipping address, (b) the method by
which Products ordered must be shipped to the Customer, (c) whether or not the
order may be fulfilled in multiple shipments of Products to the Company or if
the order may only be fulfilled when B&T has all Products ordered in stock, and
(d) the text of any special messages to the Customer. B&T will furnish Company
with specifications for FTP communications. B&T may change such specifications
from time to time on not less than 30 days' prior written notice to Company.
3.3 After receipt of an order, B&T will (a) fill the order from inventory of
Products in stock at such of B&T's facilities in the United States as B&T from
time to time may designate collectively, "Shipping Facilities"), (b) print the
text of any special message requested by Company on the standard packing slip
included in the order, (c) include any additional packing slips requested by
company in the order, (d) pursuant to Company's instructions, and based upon
availability of Products in stock, ship the order to Customer either as a
multiple shipment or as
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one shipment, (e) promptly place any Products ordered by Company which B&T does
not have in stock on a backorder report for review by B&T's account manager for
Company, after which time such Products will be promptly ordered by B&T
(collectively, "Backordered Products") , and (f) ship any Backordered Products,
when received by B&T, pursuant to the terms of the preceding clauses (a) -(d)
and the following two sentences. B&T will ship on the same business day all
orders received by 1:00 P.M. Eastern time from Company on such business day for
Products which B&T then has in stock at a Shipping Facility. Any orders received
by B&T after 1:00 P.M. Eastern time will be shipped on the following business
day. As used in this Section, "business day" means Monday through Friday, but
excluding any Holidays. As used herein, "Holiday" means any recognized holiday
on which the approved carrier or shippers providing services under this
Agreement are closed for business.
3.4 B&T will print all packing slips, will insert all packing slips and will
print and affix shipping labels on orders being shipped to Customers as part of
its fulfillment obligations hereunder and at no expense to Company, other than
the fulfillment fee specified below.
3.5 Company acknowledges that it does not expect B&T to maintain
in stock a complete inventory of all Products that may be ordered
by Customers. B&T will maintain, and will update on a weekly
basis, stock availability for Products. In addition, B&T will
provide stock availability to Company on demand by FTP
transmission.
3.6 Invoices enclosed in shipments by B&T to Customers will be customized in
accordance with Company's specifications. Company's specifications will not
exceed the capabilities of B&T's invoice printers.
3.7 (a) B&T will provide the following reports to Company:
(i) On a daily basis, B&T will transmit to Company a Ship Complete Report
which details, by order, all orders received from Company for the preceding
week, all Products contained in each order from Company, the fulfillment status
of each such order, and the number of days elapsed since the order as made.
(ii) On a daily basis and on a weekly basis, B&T will deliver to Company a
Daily Log and a Weekly Log, respectively,
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which details (x) all Product returns (identified, by invoice number) processed
by B&T for the preceding business day or for the preceding week, as the case may
be, and indicating quantity and amount, and (y) by order, all orders filled by
B&T on the preceding business day or the preceding week, as the case may be, and
which includes the following information for each such order: the order number,
the Customer's name and address, an itemization of Products shipped, the price
charged by B&T to Company for each Product, and shipping and handling charges to
Customers and to Company.
(iii) On a daily basis, B&T will deliver to Company a Canceled Order Report
which specifies all orders canceled each day during the previous week and
includes the following information for each cancelled order: the order number,
the Customer's name, the title of each Product, the quantity of all Products,
and the name of the person who cancelled the order on behalf of the Customer.
(iv) On a daily basis, B&T will deliver to Company an Inactive Product
Report which specifies all orders of Products which are on backorder during the
previous week and for which any Product contained in the order has been flagged
as "inactive" in B&T's inventory system. As used herein, "inactive" means all
Products which are out of print or otherwise permanently unavailable for sale.
(v) On a monthly basis, B&T will deliver to Company a statement of account
which itemizes (x) all invoices sent to Company hereunder during the prior
calendar month, (Y) all payments received from Company hereunder during the
prior calendar month which have been applied against invoices and (z) all
invoices unpaid by Company hereunder.
(b) The preceding reports will be delivered by FTP transmission to
Company's Internet address at no additional charge to Company.
3.8 If any Products ordered by a Company are placed on moratorium by the vendor,
B&T will notify Company and will supply the Product only while B&T's supplies
last, after which time B&T will cancel the order. If a shipment from any vendor
to B&T of any Products ordered by Customers is delayed, B&T will notify Company
within one (1) business day after being notified by the vendor of the delay. B&T
will not be liable for delays arising
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from the failure of any freight carrier to meet its respective delivery
standards. As used herein, "placed on moratorium" means Products which are
designated by the vendor as being indefinitely unavailable for purchase from
the vendor.
4. RETURNS
4.1 (a) As used in this Agreement:
(i) "Defective Products" means Products which contain manufactured defects
which prevent them from being used for their intended purpose;
(ii) "Damaged Products" means Products which are damaged during shipment to
Customers which prevent them from being used for their intended purpose;
and
(iii) "Unmerchandisable Products" means Products which are shopworn and/or
soiled.
(b) Each shipment of Products to Customers will include Company's return
policy, including instructions that Customers are to make returns of Products to
Company at B&T's return center address. Within three (3) business days of B&T's
receipt of the same, all returned Products will be received into B&T's
inventory, the Products will be logged as having been received, Company will be
issued a credit by B&T for the price paid by Company to B&T for the returned
Products and B&T will provide Company with information in reasonably sufficient
detail to allow Company to properly credit Customers for such returns. Company
will reimburse B&T for any freight costs incurred for Products returns within 30
days after receipt of B&T's invoice therefor, except for returns of Defective
Products, Unmerchandisable Products and/or Products shipped erroneously to
Customers, in which case B&T promptly will issue a credit to Company equal to
the U.S. Postal Service charge for shipment from Customers to B&T of such
Products, and B&T will be responsible for any freight costs to ship replacement
Products. On not less than 30 days' prior notice to B&T, Company may elect to
process all returns of Products from Customers after the date specified in such
notice.
(c) B&T will not be obligated to accept all returns of Products submitted
more than 60 days after shipment of such Products to a Customer in the United
States (or if such Products
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have been shipped outside the United States, more than 90 days after such
shipment) including returns of Defective Products, Damaged Products,
Unmerchandisable Products and/or erroneously shipped Products.
4.2 If returns of Products (other than returns of Defective Products,
Unmerchandisable Products or Products erroneously shipped by B&T) during any
calendar quarter exceed two percent (2%) of the total price charged by B&T to
Company of all Products shipped during the prior calendar quarter, Company will
pay B&T a return fee equal to seven and one-half percent (7.5%) of the price
charged by B&T to Company for such Products. Payment of any return fees will be
made within 30 days after Company's receipt of B&T'S invoice therefor. Credit
memos for returns will be processed by B&T and delivered to Company within 15
days after B&T's receipt of the returned product. Credits issued to Company
under any such credit memos will be applied immediately to payables incurred
by Company.
4.3 All Product returned to B&T (except for returns of Defective Products and/or
Unmerchandisable Products) during any calendar quarter must be with the original
packaging intact (including manufacturer's shrink wrap for video and audio
Products). Returns of any Products which are not in compliance with the
preceding sentence will be subject to a repackaging fee of $.40 per unit.
Payment of any repackaging fees will be made within 30 days after Company's
receipt of B&T's invoice therefor.
4.4 (a) B&T will use commercially reasonable efforts to not ship
Unmerchandisable Products to Customers. If Unmerchandisable Products are shipped
by B&T to Customers, B&T's sole liability hereunder will be to accept returns of
the same within the time period specified above and, subject to availability,
promptly replace the same for Customers at no additional cost to them or to
Company. If replacement Products are not available, B&T promptly will issue a
credit to Company in the amount theretofore invoiced to Company for the same.
(b) B&T will package for shipment to Customers in a manner which is
commercially reasonable to prevent damage during shipment. If Products are
damaged during shipment to Customers, B&T will accept a return of the same made
within the time period specified above and, subject to availability, replace the
same for Customers at no additional cost to Customers within a reasonable period
of time. If replacement Products are not
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available, B&T promptly will issue a credit to Company in the amount theretofore
invoiced to Company for the same. Company will reimburse B&T for the freight
charges incurred by B&T for the return of such Products to B&T and for shipment
of replacement Products to Customers. Such reimbursement will be made within 30
days after Customer's receipt of B&T's invoice therefor. Company also will pay
B&T a fulfillment charge for supplying replacement Products in accordance with
the terms of Section 6.3(a) below. Company will not be responsible for
reimbursing B&T for the cost of replacement Products. B&T promptly will file a
claim with the carrier that shipped the Damaged Products (if permitted by such
carrier's terms), and will use commercially reasonable efforts to prosecute any
such claim. If any portion recovered by B&T from a carrier with respect to a
claim filed by B&T is specifically identified as reimbursement for freight
charges, B&T will issue a credit to Company in such amount within 30 days after
B&T's receipt thereof.
5. PRICING AND PAYMENT TERMS
5.1 (a) Company will pay B&T for all Products ordered by Customers, and Company
will pay all fees and reimbursables payable to B&T herein, within 30 days after
Customer's receipt of B&T's invoice therefor (subject to financial review). All
payments made to B&T will be in good funds and delivered by check or wire
transfer to the order of B&T pursuant to B&T's instructions. Company may not
reduce and set off amounts payable hereunder against any indebtedness or any
other claim that Company may have against B&T, however or whenever arising,
except as expressly provided herein.
(b) The purchase price payable by Company for Products ordered by Customers
during the Term will be the following:
(i) for VHS video products (other than for Disney Classics having a list
price of $26.9X) purchased for sale (i.e., for which the suggested retail
price for a single unit is under $30, or which is designated with "E" for
the product group in B&T's ordering system) the list price at the time an
order is placed, less a discount of 37%;
(ii) for VHS video products which are designated with "R" for the product
group in B&T's ordering system, the list price at the time an order is
placed, less a discount of 33%;
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(iii) for DVD video products, the list price at the time an order is
placed, less a discount of 31%
(iv) for Laser Disc video products, the list price at the time an order is
placed, less a discount of 33%, except those items designated as non-
discountable;
(v) for music audio compact discs and music audio cassettes, the published
list price at the time an order is placed, less a discount of 30% and 34%
respectfully;
5.2 As used in this Agreement, "list price," means, respectively, the
publisher's, studio's or audio label's published list price with respect to a
Product, unless the same does not exist, in which case "list price" means B&T's
published list price for such Product.
5.3 (a) Company will pay B&T an order fulfillment fee for each order placed by
a Company equal to $1.25 for the first unit in each order and $0.75 for each
additional unit in each order, regardless of the number of shipments made for
each order or the number of locations from which the shipments are made.
(b) Company will pay B&T a transmission fee of $0.18 per order for all
orders of Products made by Company to B&T by means of electronic data
interchange transmission through a value added network. No fee will be payable
if Company transmits orders to B&T by FTP.
(c) Company will reimburse B&T for all mail orders from Customers to B&T
at the rate of $1.00 for the first unit in each order and $0.30 for
each additional unit in each order.
5.4 Company and B&T have entered into a separate license agreement by which B&T
is licensing its' database of Products to Company (the "License
Agreement".) If, during the Term, B&T fulfills orders from the Company, on
a net basis, for more than $25,000 in the aggregate, B&T will rebate to
Company the license fee paid by Company to B&T under the License Agreement.
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5.5 Except as provided in Section 5 concerning returns of Defective Products,
Unmerchandisable Products and or erroneously shipped Products, Company will
pay all freight costs for all Product shipments to, and Product returns
from, Customers. Freight costs will be at the carriers' published rates.
Company acknowledges that such freight charges are subject to change.
5.6 The cost of any custom reporting functions or custom packaging requested by
Company and supplied by B&T hereunder will be determined by the agreement of the
parties from time to time.
5.7 A volume rebate will be available to Customer to be paid on a quarterly
basis based on monthly net purchases from company. Purchases of items with
special discounted prices from Company shall be excluded from the net purchase
base for the rebate calculation.
MONTHLY NET PURCHASES REBATE
-----------------------------------------
$500,000 to $750,000 0.25%
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$750,001 to $1,000,000 0.50%
-----------------------------------------
$1,000,001 to $1,500,000 1.00%
-----------------------------------------
$1,500,001 plus 1.50%
-----------------------------------------
6. WARRANTY OF TITLE
6.1 B&T warrants that it has good title to the Products delivered to Customers
pursuant to this Agreement. EXCEPT FOR THE FOREGOING WARRANTY, THERE ARE NO
OTHER EXPRESS WARRANTIES, AND THERE ARE NO IMPLIED WARRANTIES. EXPRESSLY
EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY B&T OR ITS AGENTS OR
EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE
FOREGOING WARRANTY.
6.2 NEITHER B&T NOR COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF ANY CUSTOMER'S USE
OF, OR INABILITY TO USE, ANY PRODUCTS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. The only liability B&T will have with respect
to any Defective Products, damaged Products,
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Unmerchandisable Products and/or Products erroneously shipped will be the return
rights of Customers described herein.
6.3 The provisions of this Section shall survive the termination or expiration
of this Agreement.
7. TERMINATION
7.1 Either party may terminate this Agreement forthwith upon the occurrence of
an Event of Default by the other party. As used herein, an "Event of Default"
means the defaulting party's failure to cure, after receipt of not less than 30
days' prior written notice from the non-defaulting party, of any of the
following: (i) failure of the defaulting party to observe or perform any
condition or obligation imposed on the defaulting party under this Agreement
(including payment obligations), (ii) breach of any warranty made by the
defaulting party under this Agreement, and/or (iii) filing of a voluntary
petition in bankruptcy or having a involuntary petition filed against the
defaulting party, the appointment of a receiver or trustee for the defaulting
party, or the execution of an assignment for the benefit of creditors of the
defaulting party. The option to terminate this Agreement shall be in addition
to, and not in lieu of, any other remedy available to the terminating party
under this Agreement or at law or equity, all such remedies being cumulative.
7.2 Termination of this Agreement upon either party's default, or the
expiration of this Agreement will not affect:
(a) the rights of either party with respect to any breach of this
Agreement, or
(b) the obligations of either party already accrued prior to the effective
date of expiration or termination (including obligations with respect to
returned Products)
(c) those obligations of the parties that, by their terms, survive
termination or expiration of this Agreement.
7.3 In the event of the expiration or a termination of this Agreement, the
parties promptly will reconcile accounts payable and receivable and bring the
balance owed, if any, current and up-to-date to the party concerned.
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8. CONFIDENTIALITY The parties acknowledge that each may be exposed under this
Agreement to confidential information relating to the other party's business,
including but not limited to, the terms of this Agreement, quantities of
Products, dollar volumes, revenues of Products, wholesale prices and similar
information. The parties agree that, during the Term and for a period of three
(3) years after the termination or expiration of this Agreement, neither party
will disclose to any third party (except to the party's employees, agents,
contractors, director and similar entities solely required to fulfill the terms
of this Agreement) any such confidential information without the prior written
consent of the other party, only if such third parties agree to be bound by the
confidentiality provisions hereof. The confidential information which each party
may receive from the other party for the above period will be treated with the
same degree of care used to protect its own confidential business information.
The confidentiality obligations between the parties will not apply to any
information (a) which is in the public domain or which becomes part of the
public domain through no fault of the party receiving the confidential
information (the "receiving party"); (b) which is known by the receiving party
prior to the disclosure thereof by the disclosing party (as established by
documentary evidence); (c) which is lawfully received by the receiving party
from a third party who provided such information without breach of any separate
confidentiality obligation owed to the disclosing party; (d) which is disclosed
by the disclosing party to any third party without restriction on further
disclosure; or (e) which is independently developed by personnel having no
access to the disclosing party's confirmation information (as established by
documentary evidence). Confidential information also may be disclosed to third
parties as may be required by law in the reasonable judgment of the receiving
party's attorneys. In the event of disclosure under the preceding sentence the
receiving party promptly will notify the disclosing party of the same so that
the disclosing party may seek a protective order or other appropriate remedy,
and the receiving party will not oppose action by the disclosing party to obtain
such an order or remedy.
9. MISCELLANEOUS.
9.1 The risk of loss for Products shall pass from B&T when the Products are
delivered to the carrier for shipment to Customers.
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9.2 Sales Tax. Customer shall be responsible for collecting all applicable
sales taxes from Consumers and remitting such sales taxes to the appropriate
taxing authorities. Customer shall indemnify and hold harmless B&T for any sales
tax due to a government entity on products shipped to the Consumer on behalf of
the Customer.
9.3 Neither party will be liable for any failure to perform, or delay in the
performance of, any of its obligations hereunder (nor will the same constitute
in an Event of Default) if and to the extent the failure or delay is caused,
directly or indirectly, by events beyond its control, such as acts of God, acts
of the public enemy, acts of any governmental body in its sovereign or
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes
or other labor disputes (except strikes or labor disputes that are not industry
wide but are brought against Company or B&T solely), freight embargoes, and/or
unusually severe weather. Lack of funds by either party will not excuse its
timely performance of its obligations hereunder. In the event of an occurrence
described in the first sentence, the non-performing party affected will be
excused from further performance or observance of the obligation(s) so affected
for as long as such circumstances prevail and if the party continues to use its
best efforts to recommence performance observance whenever and to whatever
extent possible without delay.
9.4 This Agreement shall be construed in accordance with the laws of the State
of Illinois, without giving effect to the conflict of laws provisions thereof.
9.5 The parties agree to bring any dispute, controversy or claim arising out of
this Agreement or the matters provided for in this Agreement and which has not
been resolved by the parties through an informal process within 45 days after
either party notifies the other that a matter is in dispute, for arbitration and
settlement in Chicago, Illinois in accordance with the Rules of the American
Arbitration Association (the "Rules"). Each party will bear its own legal
expenses, attorneys' fees and disbursements and costs of all experts and
witnesses called by it. However, if the claim of either party is upheld by the
arbitrators in all material respects, then the prevailing party promptly will be
reimbursed by the other party for its reasonable attorneys' fees and
disbursements and the reasonable costs of its experts and witnesses, and the
non-prevailing party also will pay all fees, costs and expenses of the
arbitration. Any award
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rendered will be final and conclusive upon the parties. Any judgment thereon may
be enforced in any court having jurisdiction. Both parties will continue to
perform their respective obligations under this Agreement during any arbitration
proceedings. Notwithstanding the Rules, the arbitrators' determination will only
be in favor of one party's position.
9.6 No representation, promise, inducement or agreement relating to the
transactions contemplated by this Agreement has been made by either party that
is not set forth in this Agreement, and neither party shall be bound by or
liable for any representation, promise, inducement or agreement not so
set forth.
9.7 All notices, demands, consents, approvals and requests given by either
party hereunder shall be in writing and shall be sent, by a nationally
recognized overnight courier with receipt acknowledged and provision for payment
made, or by registered or certified mail (return receipt requested), return
postage prepaid, to the parties at the following addresses:
If to B&T: Xxxxx & Xxxxxx, Inc.
c/x Xxxxx & Xxxxxx Entertainment
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
Telecopy No.: 000-000-0000
If to Company: YouNetwork
000 X. 00xx Xx.
Xxxxx 000
Xxx Xxxx, XX 00000
Attn.: Mr. Xxxx Xxxxxx
All notices given by courier will be deemed delivered when received at the
notice address and all notices given by registered or certified mail will be
deemed delivered five (5) days after deposit with the U.S. Postal Service,
Either party may change is notice address from time to time by notification in
writing to the other party, however any such notification will not be deemed
given until actually received by the recipient party.
9.8 Either party (the "Auditing Party") may, on reasonable prior notice to the
other party (the "Audited Party"), at the Auditing Party's own expense, during
the Audited Party's regular business
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hours and at the place where the Audited Party regularly keeps them, examine the
books and records of the Audited Party relating to the Audited Party's
performance of its obligations hereunder.
9.9 The waiver or failure of either party to exercise in any respect any right
provided for herein will not be deemed a waiver of any further right hereunder.
9.10 The provisions of this Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and each of their respective successors and
assigns. Neither party may assign its interest in this Agreement without the
prior written consent of the other party, which consent will not be unreasonably
withheld or delayed. Notwithstanding the preceding sentence, either party shall
have the right, upon contemporaneous notice given to the other party, and
provided the assignee assumes all of the assigning party's obligations under
this Agreement accruing after the date of such assignment, to assign this
Agreement to any entity to which the assigning party may transfer all or
substantially all of its assets (or, in the case of B&T, the assets of its
operating unit presently known as Xxxxx & Xxxxxx Entertainment).
9.11 Nothing contained in this Agreement shall be deemed or construed to create
a partnership or joint venture of or between Company and B&T, or to create any
other relationship between the parties other than that of independent
contractors.
9.12 The captions used herein are for convenience of reference only and are
not part of this Agreement, and shall in no way be deemed to define, limit,
describe, or modify the meaning of any provision of this Agreement.
9.13 If any term or provision of this Agreement or applications
thereof to any person or circumstances is, to any extent, held to
be invalid or unenforceable, the remaining terms and provisions
of this Agreement, or the applications of such term or provision
to persons or circumstances other than those as to which it is
held invalid or unenforceable, will not be affected thereby, and
each term and provision of this Agreement will be valid and
enforced to the fullest extent permitted by law.
9.14 If Company fails to make any payment to B&T within 30 days after payment
is due hereunder with respect to an invoice actually delivered to Company, then
Company will pay B&T the
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amount due, together with interest thereon until paid, calculated at the rate of
twelve percent (12%) per annum.
9.15 This Agreement contains and embodies the entire agreement of the parties
here to, and no representations, inducements, or agreements, oral or otherwise
between the parties not contained in this Agreement, if any, will be of any
force or effect. This Agreement may not be modified, changed or terminated in
whole or in part in any manner other than by an agreement in writing duly signed
by both parties.
9.16 This Agreement may be signed in counterparts both of which taken together
shall be deemed one original. Telecopied facsimiles of a signed counterpart of
this Agreement from one party to the other will be deemed to be delivery of a
signed counterpart by the party sending the telecopied facsimile.
IN WITNESS WHEREOF, the parties have signed and delivered this Agreement on the
date first above written.
XXXXX & XXXXXX, INC.,
by Xxxxx & Xxxxxx Entertainment
By:/s/
----------------------------------
Name:
--------------------------------
Title: President
-------------------------------
YouNetwork
By:/s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
--------------------------------
Title: President
-------------------------------
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