[EXHIBIT 10.1 - AGREEMENT WITH XXXXX XXXXX]
AGREEMENT
AGREEMENT dated as of June 16, 1999 between XxxxXxx.xxx Inc., a Delaware
corporation the ("Company"), and Xxxxx Xxxxx ("you").
This Agreement sets forth the terms of your association with the Company.
1. The Company hereby acquires from you, and you hereby grant to the
Company, the exclusive, perpetual right and license (the "License") to use and
modify, in whole or in part, the following materials (collectively, the
"Licensed Materials") for Internet use and sales on the Company's Website(s):
(i) the content of the audio tapes and videotapes that are included in the Xxxxx
Xxxxx International Corporate University Catalog (the "Catalog") and (if) other
content materials provided by you to the Company under Paragraph 5 below. Such
use may include creation of "Accelerated Learning" and "BESTSTEPTM" Modules. In
consideration for the License, the Company agrees to Issue to you 100,000 shares
of the Company's common stock, to be delivered promptly upon execution of this
Agreement. The exclusivity of the License will be subject to currently existing
rights of third parties that are listed on Schedule A to this Agreement.
2. Following the execution of this Agreement, the Company will also issue
to you an option to purchase 100,000 shares of its common stock at a price of
$1,50/share for a period of 5 years. The options will vest at a rate of 25,000
shares every 90 days. The options will have a "cashless" exercise feature,
applicable in the event of a public offering of the Company or the sale of the
Company.
3. You agree to serve as the Company's Director of Content Development.
You will also serve as a member of the Board of Directors for at least one year.
4. Your principal responsibility as Director of Content Development will
be to provide content for the Company's personal effectiveness Website on the
Internet, including "Accelerated Learning" and "BESTSTEPTM" Modules, consistent
with the Company's business plan. You will have the right, upon co-mutation with
the Company, to select the specific category of the formulas to be provided,
based upon an assessment of which categories have the highest commercial value.
Such content will be provided as quickly as possible with the Idea of creating
at least 50 Modules by July 31, 1999.
5. The content provided by you (i.e., the Licensed Materials) will be
comprised of Accelerated Learning and BESTSTEPTM Modules (audio and written) (i)
developed from existing tapes, videos and other materials currently owned by you
(such as those in the Catalog) and (ii) based upon new personal effectiveness
formulas developed by you.
6. You agree to provide your services to the Company in this capacity on
en exclusive basis (i.e., you won't license or sell formulas or other Licensed
Materials to third parties), subject only to existing agreements with third
parties that have been disclosed to the Company. However, you may serve as an
employee of, or provide services to, any third party in any manner that does not
conflict with the terms of this Agreement.
7. In consideration for your services to the Company hereunder, you will
be paid a royalty of 10% of gross revenues received by the Company through its
Website(s) from users of Accelerated Learning, BESTSTEPSTM and other formulas
that utilize Licensed Materials provided by you hereunder. In addition, the
Company will reimburse you for all reasonable out-of-pocket expenses incurred by
you in connection with your services hereunder, including the formatting and the
development of Accelerated Learning and BESTSTEPTM Modules. The royalty will be
paid to you monthly for so long as you serve as Director of Content Development
and for ten years thereafter. The Company will provide monthly statements,
together with each royalty payment, that provides a reasonably detailed
calculation of the royalty. In addition, you will have the right, upon
reasonable notice, to conduct an annual audit of the books and records of the
Company which relate to the License and your royalty.
8. You will have the right to advertise additional products on the
Company's Website (where the Accelerated Learning and BESTSTEPTM formulas
authored by you are being sold), including tapes and videos from the Catalog,
provided that they relate to the Company's general business. You and the Company
will divide gross revenues from sales of such products on a 50%-50% basis. The
Company, through its Website will receive, track and deliver to you all product
orders. You will be responsible for all product fulfillment and delivery to
customers.
9. You will also seek to introduce additional content providers to the
Company. In the event the Company retains the services of a content provider
introduced by you, you and the Company agree to negotiate in good faith a fee or
other compensation for your making such introduction.
10. As soon as the Site is operational you agree to be available on line
as a chat room moderato- for two hours/month. The hours will be determined by
you based upon your schedule. You will be paid $2,000/month for so long as the
Company utilizes your services in such capacity.
11. You represent and warrant that you are the exclusive owner of the
Licensed Materials and have the right to grant the License hereunder. The
Company represents and warrants that it has all requisite corporate power and
authority to enter into and to carry out and perform its obligations under this
Agreement.
12. You and the Company each represent and warrant that the performance by
such party of its obligations under this Agreement does not and will not
conflict with or violate any material agreement or instrument binding on such
party.
13. This Agreement will be governed by New York law.
XXXXXXX.XXX, INC.
By: /s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxx
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Xxxx Xxxxxxx, CEO Xxxxx Xxxxx
CLARIFYING ADDENDUM
This Clarifying Addendum (the "Addendum"), dated as of May _____, 2000,
entered into by and between XxxxXxx.xxx, Inc., a Delaware Corporation (the
"Company"), and Xxxxx Xxxxx ("You") (referred to jointly as the "Parties"), is
intended to amend and clarify the Agreement dated as of June 16, 1999 between
You and the Company (the "Agreement"). The Agreement is attached hereto as
Exhibit A.
The Parties agree to modify the Agreement by executing this Addendum for
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, and that this Addendum hereby amends and supercedes any contrary
provisions in the Agreement.
1. Section 2 of the Agreement shall hereby be modified, so that the
vesting of the final 25,000 options to purchase shares of the Company's Common
Stock granted to You pursuant to Section 2 of the Agreement shall be accelerated
to the date on which this Addendum is executed, thus completing the vesting of
the full 100,000 stock options granted to You under the Agreement at the terms
specified in the Agreement.
2. The Company hereby acknowledges and agrees that You hereby have
fulfilled your obligations to the Company in Your role as Director of Content
Development pursuant to the Agreement, and that You have also fulfilled your
obligations to the Company pursuant to the Agreement to create Accelerated
Learning and BESTSTEPS(TM) modules, whether through the use of new material
developed by You or by converting your existing material into Accelerated
Learning or BESTSTEPS(TM) modules. The Company hereby acknowledges and agrees
that the consideration contemplated by this Addendum shall constitute the sole
and exclusive remedy for the foregoing, and the Company agrees not to assert or
pursue any other remedies, at law or in equity, with respect to the foregoing or
otherwise. You acknowledge and agree that You have received all payments,
whether made in options, stock, cash, or otherwise, that are due and owing
pursuant to the Agreement. Neither Party shall bring any claim against the other
for any payments due and owing under the Agreement as of the date of execution
of this Addendum. You acknowledge and agree that the consideration contemplated
by this agreement shall constitute the sole and exclusive remedy for the
foregoing, and You agree not to assert or pursue any other remedies, at law or
in equity, with respect to the foregoing or otherwise.
3. The Agreement between You and the Company does not embrace training
programs created by You which are over ten (10) minutes in duration. Any new
products You develop are excluded from the Agreement provided that: (1) they are
packaged such that each is over ten (10) minutes in duration; and (2) the
Company has the non-exclusive right to sell such product on its web site or
through any other media. It is also understood that any programs You have
developed for the Company's BestSteps(TM) Modules may be sold exclusively by the
Company in any medium.
4. The Company shall have a non-exclusive, perpetual right and license
(the "Non-Exclusive License") to purchase, use and modify, in whole or in part,
any programs or products, developed by you and sold through any means of
distribution (collectively, the "Non-Exclusive Licensed Materials"), including,
but without limitation, the Internet, television, radio, mail-order catalogues,
and direct-mail solicitation, for the lower of:
a. The lowest price that the program or product can be purchased
through any means of distribution, including, but not limited to the means
listed above; or
b. 30% of the price at which the program or product is offered to
retail consumers.
5. You represent and warrant that you are the exclusive owner of the
Non-Exclusive Licensed Materials and have the right to grant the Non-Exclusive
License pursuant to this Addendum. The Company represents and warrants that it
has all requisite corporate power and authority to enter into and to carry out
and perform its obligations under this Addendum.
6. You and the Company each represent and warrant that the performance by
such party of its obligations under this Addendum does not and will not conflict
with or violate any material agreement or instrument binding on such party.
7. Other than as set forth herein, all other terms and provisions of the
Agreement shall remain in full force and effect.
This Addendum is entered into on the date and year first written above.
XXXXXXX.XXX, INC. XXXXX XXXXX
By: /s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxx
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Its: President Xxxxx Xxxxx
