Darwin Networks
Locator Agreement
This Locator Agreement (hereinafter "LA") is between Urban Cool Networks
and Darwin Networks (hereinafter "Darwin") wherein;
1.) Urban Cool Networks is an independent contractor company that
desires to obtain executed location agreements from qualified
locations on behalf of Darwin to install, maintain and operate one
or more public Internet access kiosks at each location, and;
2.) Darwin desires to utilize the services of Urban Cool Networks as an
independent contractor for the above purpose.
THEREFOR;
1.) Darwin grants Urban Cool Networks a non-exclusive nationwide
right to utilize the Darwin name and reference existing
networked kiosks in marketing literature and use overall
company credibility in the attempt to contract with various
locations for Darwins Internet Kiosk service. Urban Cool
Networks agrees to obtain approval from Darwin for any
literature containing Darwins name or likeness.
2.) Urban Cool Networks agrees to represent Darwin in a highly
professional manner and understands this LA does not grant
authority to Urban Cool Networks to make corporate decisions
on behalf of Darwin. Darwin retains the right to refuse any
opportunity brought by Urban Cool Networks.
3.) Urban Cool Networks agrees to utilize and cause qualified
location owners to execute the Darwin provided Internet Kiosks
revenue sharing agreement wherein the revenue shared with the
location is no more than a maximum of thirty percent (30%) of
all Adjusted Gross monthly usage revenue. (Adjusted Gross
monthly usage revenue defined as all revenue from usage and
advertisement, less monthly connectivity and ISP expense,
promotional coupons used, bad debt from credit card
transactions, credit card transaction bank fees and refunds to
customers.) Darwin agrees to pay any monthly commissions due
to locations per the terms of each location agreement approved
and accepted by Darwin.
4.) Darwin agrees to pay Urban Cool Networks the difference in
percentage between the revenue percentage paid to the location
owner and the maximum allowed 30% as defined above of all
Adjusted Gross monthly usage revenue per kiosk installed for
the term as defined in each location agreement contract.
(Adjusted Gross monthly usage revenue defined as all revenue
from usage and advertisement, less monthly connectivity and
ISP expense, promotional coupons used, bad debt from credit
card transactions, credit card transaction bank fees and
refunds to customers.) Darwin shall provide a monthly revenue
report per kiosk and payment of all monies due to Urban Cool
Networks by the 20th of each month for the previous month.
5.) Urban Cool Networks agrees to provide Darwin copies of each
location agreement contract with address and contact
information for approval. Darwin agrees to approve or
disapprove each agreement and location within 10 business days
of receipt of contracts. Darwin retains the right to refuse
any opportunity brought by Urban Cool Networks.
6.) Darwin agrees to pay Urban Cool Networks $200.00 per location
one month after installation of at least (1) Internet kiosk in
same location for the first 50 Units. Darwin agrees to pay
Urban Cool Networks $250.00 per location one month after
installation of at least (1) Internet kiosk in same location
for the 50th - 100th Units.
7.) Darwin agrees to install complete, turn-key Internet Kiosk
equipment within 45 days of approval of location unless
prevented from doing so by outside forces not under Darwins
control.
8.) Darwin agrees to service, collect monies from repair, clean
and otherwise perform general maintenance on Internet Kiosk in
a timely and professional manner using qualified and
experienced technicians. Darwin agrees to provide all
necessary parts needed to perform service and repair functions
on kiosks and further agrees to maintain a reasonable quality
of service based on industry standards.
Both parties have reviewed this LA and agree to the terms and conditions set
forth by signing below.
Darwin Networks
/s/ Xxxxxxx Macau 6/23/2000
--------------------------------- ----------------
Xxxxxxx Macau Date
Vice President, Sales & Marketing
Public Access
Urban Cool Networks
By: /s/ Xxxxx X. Xxxxx 6/21/2000
----------------------------- ----------------
Its: CEO Date
------------------------------
