This agreement is made among Hotels Magazine, Hotel Consulting Services, Inc..
doing business as HVS International, hereafter referred to as HVS., and Gaming
Venture Corp., USA hereafter GVC , (hereafter referred to as the parties). for
the purpose of working together on a daily fax newsletter for the hotel
industry (hereafter the product).
WHEREAS, the parties wish to set forth in this Agreement final terms regarding
the production, distribution and managing of the product as well as
distribution of profits derived from it.
NOW' THEREFORE, in consideration of the mutual promises herein, the parties
agree as follows:
I. PUBLICATION Of THE PRODUCT
GVC will he responsible for;
Writing of the newsletter.
Faxing the newsletter five days a week (Sunday Thursday).
Tracking and recording of revenue and expenses associated with the
newsletter.
Distribution of profits on a quarterly basis.
Hotels Magazine will be responsible for; Providing story ideas to GVC
HVS will be responsible for; Providing story ideas to GVC
II. MARKETING
In order to give this product full visibility and support the parties agree to
marketing efforts as follows.
HVC - Include the product in its marketing material and bi-monthly direct
mail pieces.
Phone solicitations for subscriptions
Marketing of the product on their website
Include product in trade show materials
Hotels Magazine - Include a marketing and subscription piece in its magazine
once a month.
Market product at industry conferences
Run story on the product on an ongoing basis
III. WARRANTIES AND INDEMNIFICATION
A. Each Party warrants to the other Parties, and their licenses that
I. They have full power to enter into this Agreement;
2. That they have not entered into any other arrangement for production of
the product in whole or in part, in any manner anywhere in the world, in any
form, except as disclosed to each other in writing prior to the date of this
Agreement;
B. Should any Party violate the foregoing warranty, the Parties agree to
indemnify and hold the other Parties and their licensees harmless:
1. from and against all manner of claims, demands suits, or proceedings
which may be asserted or instituted on such grounds, and
2. from and against all liability, costs, expenses, or damages, including
reasonable attorney's fees arising to the violating Party or for which the
Party may incur or sustain by reason of any of the foregoing.
C. Parties shall promptly and diligently defend any claim, demand, or action
that may he made or brought against Them collectively and/or individually
which claim, demand, or action is based on assertions or allegations of
infringement or violation of copyright, proprietary rights, or any other
rights of any person or party.
D. The provisions of this Section shall survive the termination of this
Agreement.
IV. CALCULATION AND DISTRIBUTION OF REVENUE
A. Revenues to the Parties from distribution and sale of the Product shall
be calculated and distributed according to the following schedule:
1. GVC will track and record all expenses and revenues for this product
keeping such records as required to meet standard accounting practices.
2. After the payment of the Hard Cost (defined as phone, fax, paper,
accounting, news service and other reasonable costs of producing the product)
from revenues from the sale of the Product remaining profits will be divided
as follows:
a) GVC 50%
b) HVS 25%
c) Hotel Magazine 25%
3. The payments to the Parties as delineated above will survive the
termination of the Agreement.
B. Payments and sales and expense reports shall be made to the Parties by
GVC on a quarterly basis and GVC will keep records in sufficient detail, and
shall permit such records to be examined by the other Parties or their day
designated agent during regular business hours upon a reasonable advance
request.
1. When in the judgment of the Parties, the demand for the Product is no
longer sufficient to warrant its continued production, Parties may discontinue
further production of the product.
2. Parties agree that during the term of this Agreement they will not
without the written permission of the other Parties, write, print, publish, or
cause or permit to be written, printed, or published, other products that
might interfere with or injure the sale of the product Unless otherwise
specified in this Agreement. Parties will not unreasonably withhold such
permission.
1. Parties grants permission to each other to abstract the product or use
selected portions of the product, as long as appropriate citation to the
product is made.
V. TERM AND TERMINATION
A. The term of this Agreement shall commence on the date of its execution
and shall continue for a period of one year. On the anniversary of this
Agreement ("Anniversary"), this Agreement will be automatically renewed for an
additional one year term unless any of the parties, at least sixty (60) days
prior to the Anniversary, notifies the other parties in writing, by certified
mail, return receipt requested, of its intention to terminate the Agreement
effective on such Anniversary. At that time, the parties will have the option
to renegotiate the Agreement or terminate their relationship.
B. The parties shall have the unilateral right to terminate this agreement
upon the following circumstances, and the failure of one party to insist on
strike performance shall not be deemed a waiver of future breaches:
1. Material breach of the terms of the Agreement if failure by the breaching
party to cure occurs after 30 days written notice;
2. Failure to meet the projected revenue target of the product during the
first year of this Agreement.
provided however, that in the event of either 1 or 2 above, the parties agree
to work toward a mutually acceptable financial resolution.
VI. MISCELLANEOUS PROVISIONS
A. No Agency. The parties declare that each is a separate legal entity and
not the agent or attorney-in fact of the other, and this Agreement shall not
he deemed to create either a joint venture, partnership, agency and/or
employment relationship between the parties.
B. Assignment. This Agreement shall not be assigned by any party without the
prior written consent of the other parties, which shall not be unreasonably
withheld.
C. Force Majeure. Any party shall he excused from its obligation hereunder
for extraordinary' delays in performing and failures to perform under this
Agreement to the extent that such delay or failure results from any cause
beyond its reasonable control, including, solely by way of example and without
limitation, delays caused by the other party, strike and labor disputes,
government regulations, public disorders, catastrophes of nature or fire, or
the delay of any supplier; provided, however, that if such delay or default
exceeds three (3) months, the party not denying or defaulting may terminate
this Agreement on 45 days' written notice to the other party. So long as such
default or delay persists, the party delaying or defaulting will keep the
other party at all times fully informed concerning the matter causing the
delay or default, infusing its best estimate of the time it will be able to
resume performance.
D. Notices. All notices hereunder shall he in writing and shall be effective
when sent by facsimile (provided, however, that any notice which could affect
the rights of either party shall also be sent by registered mail or overnight
courier), registered mail, return receipt requested, or by an overnight
courier service such as DHL or Federal Express, addressed to parties as set
forth below or at such other addresses either party may have last designated
in writing in the manner herein provided. Such notice shall be deemed given
when received but in any event no later than three (3) days after sent by a
nationally known carrier or mail, or in the case of facsimile, the next day
after it was sent. All notices shall be sent to the following addresses.
To: Hotels
Attn.: Xxx Xxxx
0000 X. Xxxxx Xxx.
Xxx Xxxxxxx, XX 00000-0000
To: HVS International
Attn.: Xxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 1 1501
To: Gaming Venture Corp.
Attn.: Xxxx X. Xxxxxxx
000 Xxxx Xxxxxx - Xxxxx 000
Xxxx Xxx, XX 00000
E. Severability. In the event that any one or more of the provisions
contained in this Agreement shall for any reason he held by a court of
competent jurisdiction to be unenforceable in any respect, such holding shall
not affect the other provisions of this Agreement and the Agreement shall then
b construed as if such unenforceable provisions are not a part of it.
F. Entire Agreement. The Agreement represents the entire agreement between
the parties relating to the subject matter hereof and shall supersede any
other agreements, whether oral or written. There are no understandings,
representations or warranties of any kind except as expressly set forth in
this Agreement. No waiver, alternation or modification of any of the
provisions of this Agreement shall be binding on any party unless in writing
and signed by the party against whom enforcement of such waiver, alteration or
modification is sought.
G. Headings. The headings used in this Agreement are for purposes of
convenience or reference only.
H. Governing Laws. This agreement shall he construed and interpreted. and
the legal relations created by it shall be determined, in accordance with the
law of the State of Illinois, regardless of the place of its physical
execution.
I. Survival. Following the expiration or termination of this Agreement,
whether by its terms, operation of law or otherwise, any term, provision or
condition required for the interpretation of this Agreement or necessary for
the full observation and performance by each party hereto of all rights and
obligations rising prior to the date of expiration or termination shall
survive such expiration or termination.
IN WITNESS WHEREOF, the parties have executed this document as indicated
below.
by:
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Date:
by:
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