AGREEMENT
This Agreement ("Agreement") is entered into the 19th day of August, 2004,
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("Effective Date") by and among the NATIONAL RIFLE ASSOCIATION OF AMERICA (the
"NRA"), a New York not-for-profit corporation, with offices at 00000 Xxxxxx Xxxx
Xxxx, Xxxxxxx, Xxxxxxxx 00000; and Sequiam Corporation ("SEQUIAM"), a Florida
corporation having its principal office at 000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000.
WHEREAS, NRA is a membership organization, which among other things,
contracts with third parties for the provision of Affinity Programs and benefits
to its members; and,
WHEREAS, SEQUIAM is a diversified technology company with experience in the
development of a travel industry integrated reservation and ticketing engine
website which provides consumers with a one stop internet portal for most travel
reservations at the lowest published price at any point in time and,
WHEREAS, NRA desires to make a web based travel affinity program available
to its members and SEQUIAM is in the business of and desires to create, design,
operate and manage a travel affinity program for NRA members and potential
members.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, NRA and SEQUIAM agree as follows:
1. DEFINITIONS
When used in this Agreement:
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(a) "Affiliate" means any entity that controls, is controlled by, or is under
common control with SEQUIAM or NRA, as the case may be.
(b) "Agreement" means this agreement.
(c) "Applicable Law" means any requirement of law, rule, regulation, policy
statement, or regulatory bulletin enacted, promulgated or issued by any
government entity, including judicial bodies, whether federal, state, or
local, in each case to the extent applicable to or binding upon either of
the parties to this Agreement.
(d) "Site" means the private labeled "Book-it-Rover" website, a travel industry
integrated reservation and ticketing engine website which provides
consumers with a one stop internet portal for most travel reservations at
the lowest published price at any point in time, customized for NRA.
(e) "Customer" means any customer with respect to the Site.
(f) "Customer List" means the list of Customers.
(g) "Member" means a current member in good standing of the National Rifle
Association of America.
(h) "Minimum Royalties" shall have the meaning set forth in Schedule A.
(i) "Trademarks" means any design, image, visual representation, logo, service
xxxx, trade dress, trade name, trademark or any other identifying symbol or
symbols or words, owned, used or acquired by NRA.
The list of terms defined in this section is not exhaustive and additional terms
may be defined in the text of the Agreement, hereinafter below.
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2. RIGHTS AND RESPONSIBILITIES OF THE NRA
(a) During the term of this Agreement, the NRA shall not endorse or enter
into any agreement with any purely web-based travel entity, other than
SEQUIAM or its Affiliates, whether made directly or indirectly, pursuant to
which any trademark, logo or the name of the NRA is sold or licensed to be
used in conjunction with marketing web-based travel reservations and
ticketing; however, the prohibition in this subsection is not intended to
include and does not include the NRA's current corporate travel agency or
other programs NRA is currently involved in at the time of the execution of
this agreement.
(b) The NRA represents and warrants that it is the owner of the Trademark
and design "National Rifle Association of America," which is registered
with the U.S. Patent and Trademark Office (the "PTO"), (#516,347), and the
owner of the Service Xxxx "National Rifle Association of America," which is
registered with the PTO, (#1,680,653) (the "Licensed Marks"). NRA grants
SEQUIAM a non exclusive, non-transferable (except as permitted by Section
11(a) below) limited license, during the term of this Agreement, to use the
Licensed Marks with the Program, subject to NRA approval of such materials
as provided herein. In the event of any change in Trademarks, the NRA shall
bear the expense of and promptly reimburse SEQUIAM for any additional
expenses SEQUIAM incurs in connection with changes the Licensed Marks, The
NRA agrees to use its best efforts to reference the Program in places where
it communicates NRA membership benefits to its members.
(c) NRA shall have the right to include messages on any website subject to
this agreement. All such messages shall conform to the standard
requirements set by SEQUIAM, all costs of producing such messages shall be
the responsibility of the NRA. There shall be no cost to NRA for placement
of messages on the Site.
(d) The NRA may make use of SEQUIAM's trademarks, service marks or other
identifying symbols in connection with communications to Members and others
regarding the Program as provided in this Agreement. The NRA agrees that in
any mass communication with its membership or others regarding the Program,
the NRA shall obtain the prior approval of SEQUIAM of such communication
materials. The NRA further agrees to use its best efforts to ensure that
individual communications between the NRA and its members or others shall
be accurate and in accordance with the latest information and trademark
usage policies sent to the NRA by SEQUIAM regarding the Program.
3. RIGHTS AND RESPONSIBILITIES OF SEQUIAM.
(a) SEQUIAM shall create, design, operate and manage the Program. The NRA
shall not be responsible for any costs of or relating to the creation,
design, operation or management of the Program. SEQUIAM shall oversee the
design and production of all advertising, solicitation and promotional
materials with regard to the Program and, to the extent required by Section
2(e), shall submit all such materials for approval or review.
(b) Throughout the term of this Agreement, SEQUIAM shall operate, seven
(7) days a week and twenty four (24) hours a day, a dedicated and exclusive
toll-free telephone number (which may be operator and/or VRU answered) and
a mailing address (collectively, the "Inquiry Address") at which NRA
members will be able to contact SEQUIAM regarding the services offered
under this program.
(c) Terms and enhancements for the Site covered by this Agreement will be
established by SEQUIAM and are subject to change from time to time and must
be approved by NRA, which approval shall not be unreasonably withheld.
(d) SEQUIAM shall provide the NRA with such information concerning the
terms and conditions of the travel offerings being offered on the Site in
the Program, SEQUIAM shall provide
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this information: (i) promptly upon the execution of this Agreement, (ii)
from time to time thereafter, promptly upon any material change in the
terms and conditions of the travel offerings on the Site, and (iii) upon
the NRA's request.
(e) On a quarterly basis and without charge to the NRA, subject to
compliance with Applicable Laws, SEQUIAM agrees to provide the NRA with the
Customer List (which list shall include the names and addresses and
telephone numbers of all Customers on an electronic format reasonably
acceptable to the NRA).
(f) Subject to compliance with Applicable Law, on a monthly basis, SEQUIAM
will provide to the NRA such data and reports relating to the Program,
including, but not limited to, financial, marketing and statistical
performance of the Program, Customer complaints, and other pertinent
information, as the NRA may reasonably request and as consistent with
SEQUIAM's current reporting capabilities.
(g) SEQUIAM shall cooperate with the NRA's efforts to comply with the
regulations and statutes pertaining to Unrelated Business Income for
tax-exempt organizations, the NRA's intent being to prevent the imposition
of such tax as a result of the manner of implementation of this Program.
(h) SEQUIAM agrees to provide the NRA annually with a copy of its audited
financial statements.
4. INDEMNIFICATION
(a) By SEQUIAM. SEQUIAM shall indemnify, defend and hold harmless the NRA,
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its directors, officers, agents, servants and employees (collectively, the
"NRA Parties", and each, an "NRA Party") from and against, and shall
reimburse each NRA Party for, every claim, demand, proceeding and suit, and
from every liability, damage, cost, charge, expense (including reasonable
attorneys fees, court costs and settlement costs) and loss (each such
amount referred to in this Section 4 as a "Loss", and collectively,
"Losses") imposed on or incurred by the NRA or any NRA Party and arising
out of or resulting from: (i) any breach by SEQUIAM of any representation,
warranty or covenant of SEQUIAM contained in this Agreement, (ii) any third
party claim arising out of or related to the Site; the Program; any
misrepresentations to any Customer or prospective Customer, or any other
party, by SEQUIAM or any of its contractors, subcontractors or agents; any
activity, work or other thing done, permitted or suffered by SEQUIAM or any
of its contractors, subcontractors or agents; negligence of SEQUIAM or of
any agent, servant, employee, contractor or subcontractor of SEQUIAM; or
any other acts or omissions or alleged acts or omissions of SEQUIAM, its
officers, directors, employees, contractors, subcontractors and agents with
respect to the Program; except for any third party claim arising out or
resulting from the NRA's willful misconduct or negligence; (iii) any claims
of infringement of copyright, trademark, trade secret or other proprietary
rights, except for any claims related to the Licensed Marks; or (iv) the
violation by SEQUIAM of any Applicable Law in its operation of the Program,
(b) By NRA. NRA shall indemnify, defend and hold harmless SEQUIAM, its
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directors, officers, agents, servants and employees (collectively, the
"SEQUIAM Parties", and each, a "SEQUIAM Party") from and against, and shall
reimburse each SEQUIAM Party for, every claim, demand, proceeding and suit,
and from every liability, damage, cost, charge, expense (including
reasonable attorneys fees, court costs and settlement costs) and loss (each
such amount referred to in this Section 4 as a "Loss", and collectively,
"Losses") imposed on or incurred by SEQUIAM or any SEQUIAM Party and
arising out of or resulting from any claims of infringement of copyright,
trademark, trade secret or other proprietary rights arising out of the use
by SEQUIAM of the Licensed Marks except for any claim arising out of or
resulting from the SEQUIAM's negligence.
(c) Notice. In the event any claim is made or any suit or action is
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commenced which may give
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rise to a right of indemnification of a party hereunder ("Indemnified
Party") by the other party ("Indemnifying Party"), the Indemnified Party
will give notice to the Indemnifying Party as promptly as practicable, but,
in the case of a lawsuit, in sufficient time to permit the Indemnifying
Party to file a timely answer to the complaint. The Indemnified Party shall
reasonably cooperate with and assist (as requested) the Indemnifying Party
and its counsel in the defense of such action or claim and any reasonable
expense associated with such cooperation or assistance shall be paid by the
requesting party.
(d) Procedure. The Indemnifying Party shall pay for and also shall have
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the right to assume and control the defense of any suit, claim or
proceeding and shall reasonably defend such claim, suit or proceeding with
diligence. In the event of an assumption of the defense by the Indemnifying
Party, the Indemnified Party shall continue to have the right to employ its
own counsel. Any costs or fees incurred by the Indemnified Party in
connection with the employment of its own counsel after assumption of the
defense by the Indemnifying Party, shall be at the expense of the
Indemnified Party, unless Indemnifying Party reasonably concedes that there
is a conflict of interest making it inappropriate for the same counsel to
represent both parties in which case reasonable fees and expenses will be
borne by the Indemnifying Party. Any counsel employed by the Indemnified
Party shall reasonably cooperate with the defense effort put forth by the
Indemnifying Party, however, if a conflict exists between the parties, no
duty to cooperate shall exist.
(e) Survival. The obligations of this section shall survive the
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cancellation, expiration or other termination of this Agreement for five
years.
5. ROYALTIES
In consideration for SEQUIAM's use of NRA Trademarks and NRA's endorsement of
the Program as set forth in this Agreement, SEQUIAM shall pay to the NRA
Royalties as provided in Schedule A hereto. During the term of this Agreement,
SEQUIAM further agrees that NRA shall not experience a reduction in total travel
program royalties, which currently averages $140,000 per annum. Should NRA's
combined total royalties from the SEQUIAM program and the existing programs fall
below $140,000 in any calendar year, SEQUIAM agrees to pay NRA the difference.
Royalties shall be paid quarterly on the 15th of the month following the end of
each calendar quarter.
6. RECORDS
SEQUIAM shall keep accurate books of account and records at its principal
address covering all transactions relating to the license herein granted. NRA
shall have the right, at all reasonable times, to examine such books of account
and records and all other documents and material in SEQUIAM's possession or
under its control with respect to the subject matter and terms of this
Agreement, and shall have free and full access for the purpose of making copies
and extracts there from. SEQUIAM agrees that the books of account and records it
maintains shall include, but not be limited to, information disclosing the
number of and type of transactions made on the Site and the commissions/fees
paid pursuant to these transactions and said information shall be subject to
NRA's aforementioned inspection and copying rights. All such books of account
and records shall be kept available for at least seven (7) years after the
termination or expiration of this Agreement.
Upon demand by NRA, but not more than once in any twelve (12) month period,
SEQUIAM shall, at its own expense, furnish to NRA a detailed statement, by
SEQUIAM's Chief Financial Officer (or an independent certified public accountant
if requested by NRA), showing the number and description of Licensed Product
sold by SEQUIAM up to the date of NRA's demand. If such independent audit shall
reveal a deficiency of Royalty Payments due, SEQUIAM shall make payment within
ten (10) days of receipt of notice from NRA of any deficiency plus interest at
the current Prime Rate plus 2% as quoted by The Wall Street Journal as of the
date the payment was due for the period of such deficiency.
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7. CONFIDENTIALITY
(a) Confidential Information, During the term of this Agreement and after
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its expiration or termination, all materials and information supplied by
one party to the other party in the course of the negotiation of this
Agreement and in the course of each party's performance of its obligations
hereunder, including but not limited to, information concerning a party's
marketing plans, technological developments, the Mailing Lists, the
Customer List and each party's financial results and the terms of this
Agreement are confidential and proprietary to the disclosing party
("Confidential Information"). Except as otherwise provided in this Section
7, Confidential Information shall not include any information that: (i) was
known to the receiving party at the time of disclosure or developed
independently by such party without violating the terms herein; (ii) is in
the public domain at the time of disclosure or enters the public domain
following disclosure through no fault of the receiving party; or (iii) is
disclosed to the receiving party by a third party that is not prohibited by
law or agreement from disclosing the same.
(b) Protection of Confidential Information.
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(1) Permissible Uses, Confidential Information shall be used by each
party solely in the performance of its obligations pursuant to this
Agreement. Each party shall receive Confidential Information in confidence
and not disclose Confidential Information to any third party, except as (i)
agreed upon in writing by the other party; (ii) is otherwise authorized in
this Agreement, (iii) may be required in connection with regulatory
examinations; (iv) may be otherwise required by law, regulation, valid
subpoena, court order, or by any rule or requirement of a court of
competent jurisdiction, provided that in the case of clause (iv) prior
notice of such disclosure has been given to the party which furnished such
information, when legally permissible, and that such other party which is
required to make the disclosure shall provide sufficient notice to permit
the party which furnished such information to take legal action to prevent
the disclosure, at such party's own expense; or (v) to agents, consultants,
contractors and subcontractors that are assisting the party in performing
this Agreement (which, in the case of SEQUIAM, includes, but is not limited
to servicing the Accounts). Each party shall take all reasonable steps to
safeguard Confidential Information which is disclosed to it so as to ensure
that no unauthorized person, including subsidiaries or Affiliates of a
party (unless they qualify as agents, consultants, contractors or
subcontractors), shall have access to any Confidential Information. Each
party shall, among other safeguards which it may consider necessary or
appropriate, require its agents, consultants, contractors and
subcontractors, prior to having access to Confidential Information, to
enter into an appropriate written confidentiality agreement containing such
terms as are necessary to satisfy its obligations herein. Each party shall
have the right of subrogation regarding any cause of action affecting its
Confidential Information under such confidentiality agreements. Each party
shall promptly report to the other party any unauthorized disclosure or use
of any Confidential Information of that party of which it becomes aware.
(2) Termination. Upon request or upon the expiration or termination
of this Agreement, each party shall return to the other party or destroy
(and provide an appropriate written destruction certificate) all
Confidential Information in its possession or control. No disclosure by a
party hereto of Confidential Information of such party to the other party
shall constitute a grant to the other party of any interest or right
whatsoever in such Confidential Information, which shall remain the sole
property of the disclosing party. Nothing contained herein shall limit a
party's rights to use its own Confidential Information in any manner
whatsoever.
(c) Confidentiality of Customer Lists.
Customer List. Except as set forth below, during the term hereof and after
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the termination of this Agreement, except upon mutual agreement, each party
may use the Customer List solely for the purposes and uses expressly
permitted in this Agreement, including but not limited to the operation of
the Program.
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(d) Survival. The terms of this Article 7 shall survive the termination of
this Agreement for five (5) years, except for Section 7 (c) hereof which
shall survive indefinitely.
8. TERM OF AGREEMENT
Except as provided in Section 10, the term of this Agreement will be three (3)
years ("Initial Term"), beginning on the Effective Date. Thereafter, each party
must give 90 days notice of their intent to renew and the intent must be
accepted within 60 days of end of the initial term or any term thereafter.
9. CONTROLLING LAWS.
(a) This Agreement and any disputes arising hereunder shall be governed by
and construed under the laws of the Commonwealth of Virginia or, if
applicable, under federal laws.
(b) Any action or legal proceeding arising under or in any way relating to
this Agreement or the breach thereof shall be brought exclusively in a
court situated in the County of Fairfax or the City of Alexandria or
the County of Prince Xxxxxxx, in the Commonwealth of Virginia. The
parties hereto hereby subject themselves and consent to the personal
jurisdiction over them by such courts and agree that jurisdiction and
venue for any proceeding hereunder shall lie exclusively with such
courts. Either party may remove any action filed in state court to a
federal court in the Commonwealth of Virginia if there is federal
subject matter or diversity jurisdiction.
SEQUIAM consents and agrees that all legal proceedings relating to the subject
matter of this Agreement shall be maintained exclusively in a court of original
jurisdiction for federal courts sitting within the Commonwealth of Virginia,
unless no federal district court or federal court of appeals at that time exists
in the Commonwealth of Virginia, without prejudice to the right of either party
to take an appropriate appeal there from, SEQUIAM hereby consents and agrees
that jurisdiction and venue for such proceedings shall lie exclusively with such
courts. SEQUIAM consents to the exercise of personal jurisdiction by such courts
over SEQUIAM.
10. TERMINATION
(a) Without prejudice to any other rights NRA may have, NRA may terminate
this Agreement, without liability, at any time:
(i) If SEQUIAM fails to provide NRA with a business timeline
outlining SEQUIAM's production and projected operational readiness of
the website within thirty (30) days of the Effective Date;
(ii) If within four months from the Effective Date, SEQUIAM shall not
have delivered the operational Site contemplated in this agreement; or
(iii) If SEQUIAM shall fail to make any payments due hereunder or to
deliver any of the statements required hereunder, and if such default
shall continue for a period of twenty (20) days after written notice
of such default is sent by NRA to SEQUIAM; or
(vi) If SEQUIAM shall be unable to pay its obligations when due, or
shall make any assignment for the benefit of creditors, or shall file
any petition under Chapter 11 of Title 11. United States Code, or
shall file a voluntary petition in bankruptcy, or be adjudicated
bankrupt or insolvent, or if any receiver is appointed for its
business or property, or if any trustee in bankruptcy or insolvency
shall be appointed for SEQUIAM; or
(v) If a deliberate deficiency in reported Gross Sales occurs, or if
any other deliberate misstatements are made in reports required or
requested hereunder;
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(vi) If, in the opinion of NRA, the quality of the services offered to
NRA members pursuant to this Agreement should become unacceptable, and
SEQUIAM shall not have improved such quality within 15 days of notice
from NRA.
(vii) Anything herein to the contrary notwithstanding, should SEQUIAM
on more than one occasion in any twelve (12) month period perform or
fail to perform any act which gives NRA the right to terminate this
Agreement, but due to NRA's failure to give timely notice the right of
termination lapses, such second or successive act terminates this
Agreement immediately, notice notwithstanding.Termination must be
implemented in writing, by Certified or Registered mail
(b) If SEQUIAM shall violate any of its other obligations under the terms
of this Agreement, NRA shall have the right to terminate the license
hereby granted upon thirty (30) days notice in writing and such notice
of termination shall become effective unless SEQUIAM shall completely
remedy the violation within the thirty (30) day period and satisfy NRA
that such violation has been remedied.
(c) Effects of Termination. Upon the expiration or termination of this
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Agreement:
(1) SEQUIAM shall pay all royalties due to NRA that were accrued or
earned prior to the termination date.
(2) Unless otherwise directed by NRA, SEQUIAM shall disable and
terminate the Site and otherwise render it unusable
(3) SEQUIAM's duty to provide and maintain the accountings and
records connected with the travel website shall survive the expiration
or termination of this Agreement,
11. MISCELLANEOUS
(a) Assignment. Except as provided in this Section 11(a), neither party to
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this Agreement may assign its rights, nor delegate its duties, under this
Agreement without the express written consent of the other party. It is
specifically acknowledged by the parties that the special expertise, market
position and reputation of SEQUIAM were a substantial inducement to the NRA
to enter into this Agreement. As an accommodation to SEQUIAM's corporate
structure and environment, SEQUIAM may assign this Agreement to an
affiliate which is a direct or indirect majority-owned subsidiary of
SEQUIAM so long as any such assignment shall be revoked by its own terms
should the Parent's ownership interest in the subsidiary diminish below
majority control.
(b) Amendments or Modifications. Unless otherwise provided herein, this
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Agreement shall not be amended except through a written instrument executed
by both SEQUIAM and the NRA.
(c) Notices, Except as otherwise provided in this Agreement, notices
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required to be given pursuant to this Agreement shall be deemed
sufficiently given if sent by U.S. Mail, postage prepaid, overnight
carrier, facsimile or hand delivered to the respective party at its address
set forth below and shall be deemed effectively delivered upon receipt, or
upon the date of delivery (or the date first presented for delivery, if
delivery is declined or refused):
If to the NRA:
National Rifle Association of America
Office of the Secretary
00000 Xxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
with copies to:
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National Rifle Association of America
Office of the Treasurer
00000 Xxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
National Rifle Association of America
Office of the General Counsel
00000 Xxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
If to SEQUIAM:
Sequiam Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000.
Attn: President
Either party may, by notice provided in accordance with this Section 11,
designate a different address for all future notices, and the address most
recently delivered in accordance with this Section shall supersede all previous
addresses.
(d) Waiver. No waiver of any provision of this Agreement shall be
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effective unless contained in a writing executed by the party against whom
enforcement of the waiver is sought. A waiver of any specific term hereof
shall not be deemed to constitute a waiver of the same or any other term on
any other occasion.
(e) Captions. The captions in this Agreement are for convenient reference
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only and do not affect the provisions of this Agreement.
(f) Complete Agreement. This Agreement constitutes the full and complete
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understanding of the parties with respect to the subject matter hereof, and
supersedes all prior understandings, written or oral, between the parties
with respect thereto. The provisions of this Agreement supersede and
replace any and all agreements or writings prior to the date of this
Agreement, and all such agreements and writings shall immediately and
without further action be and become null, void and of no further effect
upon the date of this Agreement.
(g) Counterparts. This Agreement may be executed in separate counterparts
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and, immediately upon the execution of any counterparts by both parties
hereto, each such counterpart shall be deemed an original instrument but
all such counterparts shall together constitute one and the same Agreement.
(h) Gender: Number, The terms "he", "him" and "his" are intended to be
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generic and genderless when used in this Agreement and are intended and
deemed to include persons of all genders. Terms defined in the singular
shall be deemed to include plurals, and terms defined in plurals shall be
deemed to include the singular.
(i) independent Contractor. Nothing in this Agreement or in the
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performance thereof shall be construed to create an employer-employee
relationship, partnership, sales agency, dealership, joint venture or joint
employer relationship between the NRA and SEQUIAM or between the NRA and
any agent, servant, employee, contractor or subcontractor of SEQUIAM. The
NRA and SEQUIAM are and shall remain independent contractors.
(1) Neither party is authorized to accept any service of process or
Customer communications for the other and neither party shall in any
manner misrepresent the
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status of the parties' relationship hereunder. Neither party has any
authority to enter into any contracts on the other's behalf nor to
pledge, bind or obligate the other in any manner or for any purpose to
any third party.
(2) Each party shall pay all costs and expenses in conducting its own
business and in undertaking any of the activities contemplated under
or related to this Agreement,
(3) No individual whose compensation for services are paid by SEQUIAM
is in any way, directly, indirectly, expressly, or by implication,
employed by the NRA. Nor shall any of them be deemed to be employed by
the NRA for the purpose of any federal, state, or local law,
regulation or ordinance whatsoever, including, but not limited to any
tax or withholding of contribution levied by the Social Security Act
or any state law with respect to employment, unemployment, disability
or compensation for employment. SEQUIAM accepts exclusive liability
for any payroll taxes, income taxes, withholdings, or contributions
imposed by the federal Social Security Act or any state law with
respect to SEQUIAM or any individual whose services are paid for by
SEQUIAM.
This Agreement is for the sole and exclusive benefit of SEQUIAM and the NRA and
their respective successors and permitted assigns. Nothing in this Agreement
shall be construed to grant to any other person any right, remedy, or claim
under or in respect of this Agreement.
(j) Unenforceability of Provisions. If any provision of this Agreement is
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held invalid or otherwise unenforceable, enforceable provisions shall be
deemed modified the minimum amount necessary to cause such provisions to be
enforceable. The enforceability of the remaining provisions shall not be
impaired thereby,
(k) Survival, The obligations of Sections [4, 5, 7 and 10] shall survive
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the termination of this Agreement, provided that Section [4 and 7] shall
survive to the extent set forth in such Sections.
IN WITNESS WHEREOF, parties have caused this Agreement to be executed by
their duly authorized officers as of the date entered above.
National Rifle Association of
America
By: /s/ Xxxxxx X. Xxxxxxxx Xx.
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Name: Xxxxxx X. Xxxxxxxx Xx.
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Title: Treasurer & CFO
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SEQUIAM CORPORATION
By: /s/ Xxxxxxxx XxxxxxXxxxxx
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Name: Xxxxxxxx XxxxxxXxxxxx
Title: CEO
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SCHEDULE A ROYALTY ARRANGEMENT
SEQUIAM's BookItRover travel engine receives a variable floating percentage
industry commission, based on gross travel dollars spent on other than airfares,
Normally these percentages vary between 4,2% to 8.8%
During the Initial Term of this Agreement, SEQUIAM will pay Royalties to the NRA
in the following percentages based on gross travel commissions received on other
than airfare (collectively, "Royalties"):
1. On monthly travel volumes up to 20,000 bookings 30%
2. On monthly travel volumes up to 50,000 bookings 40%
3. On monthly travel volumes above 100,000 bookings 50%
In addition, Sequiam will pay the following Royalties for all air travel booked
through the Site:
1. On monthly travel volumes up to 20,000 bookings $0,75 per booking
2. On monthly travel volumes up to 50,000 bookings $1.10 per booking
3. On monthly travel volumes above 100,000 bookings $1.50 per booking
In addition, Sequiam will pay the 33% of each fee charged and received from the
Customer for use of the Site.
The Royalty terms for any renewal period shall be agreed upon by the parties 60
days prior to any renewal, but in no circumstance will they be less than those
stated above,
During the Initial Term of this Agreement, minimum Royalties ("Minimum
Royalties") to be paid by SEQUIAM to the NRA under this Agreement will be
$140,000 per Program Year, All royalties paid will be first credited against
this guaranteed Minimum Royalties pursuant to section 5.
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