JOINT VENTURE AGREEMENT
This Joint Venture Agreement dated March 18, 1999 is made in two original copies
between
(1) Xxxxxxxxx Digital, Inc, ("HDI")
and
(2) American Alliance, Inc. ("AMRE")
RECITALS
A. HDI is the operator of "xxxxx.xxx", a United Kingdom directed horizontal
Internet portal, and wishes to offer aggregated media streaming content offered
by AMRE on its website on a co-branded basis.
B. AMRE is the operator of "xxxxxxxxxxx.xxx", a vertical aggregator of worldwide
online media streaming content, has agreed to provide its content to HDI on a
co-branded basis.
THE PARTIES HEREBY AGREE TO AS FOLLOWS:
1. CO-BRANDED ALLIANCE. On its website, xxx.xxxxx.xxx, HDI shall provide a
direct hyperlink, by button, banner or other such impression mechanism, to AMRE
from the front page of xxx.xxxxx.xxx, allowing users seeking media streaming
content to link directly to xxx.xxxxxxxxxxx.xxx. HDI also shall provide other
such direct links to AMRE's website from other pages within HDI's website,
specifically relating to sports, entertainment, news, fashion, travel, health
and weather, and any other topics mutually deemed appropriate by HDI and AMRE.
2. AGGREGATE CONTENT. AMRE shall aggregate readily available and deliverable
media streaming content, both audio and video, on a worldwide basis, with
particular emphasis on UK market content and other mutually agreed upon
countries, and make such available to users of xxx.xxxxx.xxx through a direct
hyperlink provided by HDI.
3. INDEMNITY. Each party shall indemnify the other party and hold the other
party harmless against any liabilities, costs, or damages, including reasonable
attorney's fees, resulting from the indemnifying party's conduct pursuant to
this agreement.
4. EXCLUSIVE AGREEMENT. For the term of this Joint Venture Agreement, AMRE
agrees to not enter into any similar Joint Venture Agreement with any entity
engaged in a similar business as HDI within the United Kingdom without the prior
written permission of HDI. HDI agrees that permission will not be unreasonably
withheld. HDI further agrees that it shall use best efforts not to place content
on the xxx.xxxxx.xxx site, which directly competes with content provided by
AMRE.
5. REVENUE SHARING. HDI shall have sole responsibility and management control of
the advertising, marketing, promotion and sales effort related to the
xxxxx.xxx/xxxxxxxxxxx.xxx co-branded web site components offered at
xxx.xxxxx.xxx. HDI shall retain 50% of all net revenues generated from
advertising, marketing, subscription, or other sources relating to the
xxxxx.xxx/xxxxxxxxxxx.xxx co-branded presence at xxx.xxxxx.xxx and shall forward
50% of all such revenues to AMRE in US Dollars. For this purpose, "net revenues"
shall mean gross reveneus after deduction of a flat 30% sales commission. Such
payments shall be made on a quarterly basis, with payments due within 30 days of
the end of each quarterly period.
6. TERM OF AGREEMENT. This Joint Venture Agreement may be cancelled for any
reason by either party giving 90 days written notice.
7. CANCELLATION. This Joint Venture Agreement may be cancelled for any reason by
either party giving 90 days written notice.
8. PROTECTION OF IDENTITY. Neither party shall willfully make alterations or
allow misrepresentation of any logo(s), copyright material(s), identity(ies),
brand(s) or trademark(s) of the other. Where such umages need to be altered to
accommodate technical design limitations in web site construction, design or
layout, written permission will first be obtained. Such permission not to be
unreasonbly denied by either party. This agreement does not convey any rights in
intellectual property, brands, logos, or copyright, from either party to the
other.
IN WITNESS WHEREOF, the Parties have executed this agreement on the day and
year first indicated above.
AMERICAN ALLIANCE, INC. XXXXXXXXX DIGITAL, INC.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxxxx X. Xxxxx, Director Xxxxxxx Xxxxxxxx, Exec. VP General Counsel
