EXHIBIT 10.9
TECHNICAL SERVICES/E-COMMERCE AGREEMENT
This Technical Services/E-Commerce Agreement ("Agreement") is made and
entered on the 1st day of December 2003, by and between Xxxx Xxxxxx Interactive,
LLC, a limited liability company ("GNI"), with its principal executive offices
located at 000 Xxxxx X0X, Xxxxxxx, XX 00000 and Ritz Interactive, Inc. a
Delaware corporation ("RII"), with its principal executive offices located at
0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000.
RECITALS
A. GNI owns and/or controls the name(s), trademark(s), service marks
and/or trade name(s) listed in Exhibit "A" attached hereto and incorporated
herein by this reference (collectively referred to as the "GNI Marks"). GNI also
owns and uses the domain names, internet websites and/or Internet protocol
numbers listed in (i) Exhibit "B-1" attached hereto and incorporated herein by
this reference (referred to as the "E-Commerce Sites") and Exhibit "B-2"
attached hereto and incorporated herein by this reference (referred to as the
"Content Sites" and together with the E-Commerce Sites are collectively referred
to as the "GNI Internet Sites").
B. By way of sales from and through the E-Commerce Sites, GNI sells
various products of the type, style and brands described in Exhibit "C" attached
hereto and incorporated herein by this reference (collectively referred to as
the "GNI Products").
C. RII will engage in direct marketing services on the Internet (as
defined below) and will perform other Internet-related services and desires to
sell GNI Products through the Internet and to use the GNI Marks and GNI Internet
Sites in furtherance of such activities.
D. GNI is desirous of having RII market and sell the GNI Products and
perform other Internet-related services as described below and is willing to
permit the use of the GNI Marks and GNI Internet Sites in furtherance of such
activities, all under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
The terms defined in the Recitals above shall have the meanings set forth
above. The terms listed below shall have the meanings set forth below:
1.1 "Content" means text, graphics, photographs, video, audio and/or other
data or information containing the GNI Marks and/or Related Content.
1.2 "GNI Product Internet Sales" means the marketing and/or sale of GNI
Products over the Internet.
1.3 "GNI-RII Sale Price" means the price at which RII shall sell each of
the GNI Products to be sold pursuant to the terms of this Agreement, which price
shall be as designated by GNI (upon two (2) business days written notice from
GNI to RII) from time to
time during the Term; provided, however, in no event shall such GNI-RII Sale
Price greater than the lowest price at which GNI either (i) is then offering to
sell the subject GNI Product to any customers, licensees or any other party or
(ii) has sold the subject GNI Product within the preceding thirty (30) days to
any customer, licensee or other party. Commencing as of the Effective Date and
continuing until revised in accordance with the terms of the preceding sentence,
GNI will provide to RII a comprehensive list of product pricing and those prices
shall be deemed to be the GNI-RII Sale Price.
1.4 "E-Commerce Sites" shall have the meaning as described in Section 3.3
below.
1.5 "Effective Date" means December 1, 2003.
1.6 "Intellectual Property Rights" means all inventions, discoveries,
trademarks, service marks, patents, trade names, copyrights, know-how,
intellectual property, shop rights, licenses, developments, research data,
designs, technology, trade secrets, recipes, ingredient lists, test procedures,
processes, route lists, internet domain names, literature, reports and other
confidential information, intellectual and similar intangible property rights,
whether or not patentable or copyrightable (or otherwise subject to legally
enforceable restrictions or protections against unauthorized third party usage),
maintained in any format.
1.7 "Internet" means the global network of interconnected computer
networks, each using the transmission control protocol/internet protocol and/or
such other standard network interconnection protocols as may be adopted from
time to time, which are used to transmit Content that is directly or indirectly
delivered to a computer or other digital electronic device for display to an
end-user, whether such Content is delivered through online browsers, off-line
browsers, or through electronic mail, broadband distribution, satellite,
wireless or otherwise, and any subset of such global network, such as intranets.
1.8 "Internet Business" means a business or a component business that is
engaged in (i) the sale of goods or services on the Internet or similar
electronic media which sales are originated or consummated online or (ii) the
offering of interactive services on the Internet supported by paid advertising
or sponsorships.
1.9 "Internet Site" means any site or service delivering Content on or
through the Internet.
1.10 "Launch Date" shall have the meaning as described in Section 3.3
below.
1.11 "License" means the license(s) granted to RII pursuant to Article 3
below.
1.12 "Offline Business" means a business or component of a business that
is primarily engaged in the sale of goods and/or services through or by way of
means or methods of distribution other than on or through the Internet.
1.13 "Person" means any natural person, legal entity, or other organized
group of persons or entities. (All pronouns whether personal or impersonal,
which refer to Person include natural persons and other Persons.)
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1.14 "Quarterly Period" means the period ending February 29, 2004 and
every calendar quarter thereafter.
1.15 "RII Network" means any Internet Sites owned, controlled, operated
and/or maintained by RII, (including, but not limited to, the RII Existing
Internet Sites (as described in Section 7.1 below) and/or any other Internet
Sites owned, controlled, operated and/or maintained by RII after the Effective
Date.
1.16 "RII Competitor" means any party for which the sale of (i) boating,
fishing and/or marine equipment and/or services or (ii) photographic equipments
and/or services, is a material part of such party's business.
1.17 "Related Content" means work owned or controlled by GNI and/or used
by GNI in connection with the marketing and/or sale of the GNI Products.
1.18 "Scope" means on the Internet and similar electronic media
1.19 "Term" shall have the meaning as described in Section 4.1 below.
2. EXCLUSIVE INTERNET RIGHTS
2.1 Until such time as this Agreement has been terminated, GNI shall not,
and shall not permit any of its affiliates (including, but not limited to, Great
White Enterprises, Inc., to, directly or indirectly (through one or more
intermediaries) (i) sell to any party or (ii) grant any right, license or
authority for any RII Competitor to sell, any GNI Products or any goods,
services and/or products (similar to the GNI Products on or though the Internet.
3. LICENSE OF GNI MARKS/RELATED CONTENT/DEVELOPMENT, HOSTING AND
MAINTENANCE OF GNI INTERNET SITES
3.1 GNI hereby grants to RII, during the Term of this Agreement and
subject to the terms and conditions contained herein (including, but not limited
to, this Section 3.1), an exclusive, nontransferable license to use and
reproduce the GNI Marks and/or any Related Content in connection with (i) GNI
Product Internet Sales and (ii) any use on community web pages, worldwide,
within the Scope contemplated by this Agreement. GNI agrees that it shall not
transfer any right, title and and/or interest and/or grant a license or
authorize another Person to so use and/or reproduce the GNI Marks and/or Related
Content and in the event any other Person so uses and/or reproduces the GNI
Marks and/or Related Content, GNI shall take all commercially reasonable steps
so as terminate such use and/or reproduction. Nothing in this Agreement shall be
construed to grant RII any ownership or other rights in or to the GNI Marks or
Related Content, except in accordance with and to the extent of this license.
This Section 3.1 shall not be construed so as to prohibit the use of the GNI
Marks and Related Content by GNI, its licensees, business units, or affiliates
and subsidiaries outside the Scope or in any Offline Business activity. Except
as specifically provided in this Agreement (a) GNI is the sole and exclusive
owner of the GNI Marks and Related Content and all goodwill associated with or
appurtenant to them and (b) RII has no right to interest in the GNI Marks and
Related Content, and RII's use of the GNI Marks and Related Content shall inure
solely to the benefit of GNI.
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3.2 GNI shall have the right to demand the withdrawal of any Content from
the web pages on the RII Network in which the GNI Marks and Related Content
appear which would subject GNI to a material risk of any unfavorable regulatory
action, violate any law, infringe the rights of any person, or unreasonably
subject GNI to liability (collectively "Prohibited Content Use"). Upon notice
from GNI to withdraw any Content which constitutes a Prohibited Content Use, RII
shall, in its discretion, either (i) cease using any such GNI Marks or Related
Content, (ii) remove the Content from the Internet, in either case as soon as
commercially and technically feasible, but in any event no later than fifteen
(15) business days after the date of GNI's notice or (iii) modify its use of the
Content in a manner (to GNI's reasonable satisfaction) such that RII's future
use of said Content shall not constitute a Prohibited Content Use. RII shall use
commercially reasonable efforts to remove the GNI Marks and Related Content from
any Internet Sites beyond its control to the extent the use of such Content
constitutes a Prohibited Content Use ("Other Site Prohibited Content Use"). If
RII cannot cause the cessation of the use or removal of the Content constituting
an Other Site Prohibited Content Use, within fifteen (15) business days after
RII receives notice of such Other Site Prohibited Content Use, RII will so
notify GNI detailing why the cessation or removal cannot be effected within such
time and when the cessation or removal will be effected, subject, however, to
the terms of the preceding sentence.
3.3 GNI understands, acknowledges and agrees that commencing as of the
Effective Date, RII will be designing and engineering the existing GNI Store web
site (xxxx://xxxxxxxxx.xxxx.xxxxx.xxx/) at xxxx://xxxxxxxxxxx.xxx (the
"E-Commerce Sites"), which web site shall be in a form and style consistent with
(i) the other web sites included in the RII Network and (ii) industry standards.
RII agrees to give GNI five (5) business days notice of its intention to launch
the E-Commerce Sites. For purposes of this Agreement, the date upon which the
E-Commerce Sites is so launched shall be referred to as the "Launch Date".
Notwithstanding anything in this Agreement to the contrary, but subject to the
terms of Section 2.1 above, prior to the launch GNI shall operate the GNI
Internet Site and shall be entitled to all revenue resulting from said
operations and after the launch RII shall operate the E-Commerce Sites and RII
and GNI shall be entitled to all revenue resulting from said operations in
accordance with the terms of Sections 8.7 and 8.8 below.
3.4 RII will host, maintain and operate the GNI Internet Sites in a manner
consistent with (i) the other web sites included in the RII Network and (ii)
industry standards. GNI will be responsible for providing to RII all Content
relating to the GNI Internet Sites, and RII shall post such Content so provided
by GNI on the relevant web sites in a commercially reasonable period of time;
provided, however, in no event shall such time exceed ten (10) days. GNI will be
responsible for providing to RII the GNI-RII Sale Price for each GNI Product to
be sold on the E-Commerce Sites[s], and, subject to the terms of Section 1.3
above, RII shall post such pricing on the relevant web sites in a commercially
reasonable period of time; provided, however, in no event shall such time exceed
ten (10) days. RII shall perform such duties relating to the operation of the
E-Commerce Sites and Content Sites as described in Exhibit "D". Without
limitation to the foregoing, (i) in the event RII posts Content on the RII
Network, RI1 shall also provide appropriate links from the applicable RII
Internet Site to the applicable GNI Internet Site and (ii) RII shall not post
any Content on a RII Internet Site unless GNI has previously approved, in
writing, the posting of Content on such Internet Site,
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which approval shall not be unreasonably withheld. GNI shall perform such duties
relating to the operation of the E-Commerce Sites and Content Sites as described
in Exhibit "E".
3.5 During the Term, RII shall cross-promote and advertise the E-Commerce
Sites on the RII Network and the RII Network on the GNI Internet Sites;
provided, however, GNI understands, acknowledges and agrees that all decisions
as to the timing, frequency, placement and form of such promotions and
advertisements shall be made by RII, subject to the reasonable prior approval of
GNI.
4. TERM
4.1 This Agreement shall begin on the Effective Date and shall continue
for a period of five (5) years thereafter (the "Term") unless sooner terminated
in accordance with this Article 4.
4.2 GNI shall have the right (but not the obligation) to terminate
immediately this Agreement upon the occurrence of any of the following events:
(a) if RII is in material breach of any of its obligations or
representations hereunder, which breach is not cured within thirty (30) days of
receipt of written notice from GNI of such breach;
(b) if RII files or is the subject of a voluntary petition in
bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors, if such petition or
proceeding is not dismissed within sixty (60) days of filing; or becomes the
subject of any involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing;
(c) if the business of RII is liquidated or otherwise terminated for
insolvency or any other basis; or
(d) if RII becomes insolvent or makes an assignment for the benefit
of its creditors.
4.3 RII shall have the right (but not the obligation) to terminate
immediately this Agreement upon the occurrence of any of the following events:
(a) if GNI is in material breach of any of its obligations or
representations hereunder, which breach is not cured within thirty (30) days of
receipt of written notice from RII of such breach;
(b) if GNI is the subject of a voluntary petition in bankruptcy or
any voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors, if such petition or proceeding is not
dismissed within sixty (60) days of filing, or becomes the subject of any
involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within sixty (60)
days of filing;
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(c) if the business of GNI is liquidated or otherwise terminated for
insolvency or any other basis; or
(d) if GNI becomes insolvent or makes an assignment for the benefit
of its creditors.
4.4 This Agreement shall automatically terminate (without the necessity of
any notice to or from the parties hereto) concurrent with the termination of
that certain Endorsement Agreement dated even date herewith by and between RII
and Xxxx Xxxxxx.
4.5 A party may exercise its right to terminate this Agreement pursuant to
this Article 4 by sending written notice of such termination to the other party.
No exercise by a party of its rights under this Article 4 will limit its
remedies by reason of the other party's default, such party's rights to exercise
any other rights under this Article 4, or any other rights of such party.
4.6 Notwithstanding anything in this Article 4 to the contrary, the
parties hereto understand, acknowledge, and agree that the termination of this
Agreement will not result in the rescission of or otherwise affect the right
(or, if elected by GNI, the obligation) of RII to sell, within ninety (90) days
after such termination, any GNI Products previously sold by RII pursuant to the
terms of this Agreement
5. TRADEMARKS
5.1 The parties acknowledge that the GNI Marks are trademarks or service
marks owned or controlled by GNI and that all goodwill generated by RII's use of
the GNI Marks shall inure to GNI's benefit or to the benefit of the GNI Marks'
owner, as the case may be. Nothing contained herein shall constitute an
assignment of the GNI Marks or grant to RII any right, title or interest
therein, except as specifically set forth herein. RII shall maintain GNI's
quality standards with respect to its use of the GNI Marks, and otherwise use
the GNI Marks subject to any reasonable restrictions or requirements established
by GNI from time to time. In the event that RII shall obtain any proprietary
right in any GNI Marks, as a result of the exercise by RII of any right granted
to it hereunder, such proprietary right shall immediately vest in GNI, however,
RII shall be authorized to use such new proprietary right as though same had
specifically been included in this Agreement.
5.2 RII shall not file any application in any country to register a
trademark that is the same as, similar to, or misleading with respect to the GNI
Marks or any other trademark of GNI, without GNI's prior approval. If any
application for registration is filed in any country by RII in contravention of
this Section 5.2, GNI shall have the right to take appropriate action against
RII, including seeking injunctive relief, to prohibit or otherwise restrain
RII's use of the infringing xxxx.
5.3 RII shall furnish GNI proofs of all materials bearing any GNI Marks
licensed hereunder by such GNI (including, without limitation, printed or
electronic copies of all GNI Internet Sites advertising and publicity
materials). RII shall not authorize full-scale production of any such material
until obtaining GNI's approval in each instance, which approval(s) shall not be
unreasonably withheld. Approval by GNI shall not relieve RII of any
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of its warranties or obligations under this Agreement and all materials that
bear any GNI Marks shall strictly conform to the samples and proofs approved by
GNI. Samples and materials to be approved by GNI shall be submitted to such
person that may be designated in writing by GNI.
5.4 In the event that RII learns of any infringement or threatened
infringement of the GNI Marks licensed for use under this Agreement, or that any
Person claims or alleges that the such trademarks or logos are liable to cause
deception or confusion to the public, RII shall immediately notify GNI of the
substance of any such infringement, claim or allegation thereof, and, in the
case of any infringing use, GNI shall take all steps necessary so as to cause
the cessation of such use.
5.5 Upon the expiration or termination of this Agreement, RII shall cease
all use of the GNI Marks and Related Content, as soon as commercially and
technically practicable, but in no event later than twenty (20) business days
and shall remove or erase the GNI Marks and Related Content from the RII
Network, and from any advertising and promotional materials, as soon as
commercially and technically practicable, given customary Internet business
practices, but in no event shall any such material remain on the RII Network
more than thirty (30) business days after expiration or notice of termination,
as applicable, and at GNI's request, RII shall certify in writing to GNI such
removal or erasure. RII shall use a good faith effort to remove or erase GNI
Marks and Related Content from any other sites or places not listed in the
preceding sentences as soon as commercially and technically practical.
5.6 RII shall cause the trademark notice "(R)" or "(SM)" and/or the legend
"[Xxxx] is a trademark of GNI and is used under license" and/or such other
legend as requested by GNI from time to time, to appear on promotional materials
and, to the extent consistent with general Internet practices, on or in
connection with services provided by RII.
6. CONFIDENTIALITY
6.1 Except as and to the extent required by law, RII and GNI shall not
disclose or use and each such party shall direct its representatives not to
disclose or use to the detriment of the other party (the "Disclosing Party") any
Confidential Information (as defined below) furnished, or to be furnished by the
Disclosing Party to the other party (the "Recipient Party"). For purposes of
this Section 6.1, "Confidential Information" means any information about
Disclosing Party not in the public domain which the Recipient Party would
reasonably expect to be treated as confidential, or is stamped "Confidential" or
identified in writing as such to the Recipient Party promptly following its
disclosure, unless (a) such information becomes publicly available through no
fault of the Recipient Party or its representatives or (b) such information was
available or becomes available to the Recipient Party on a non-confidential
basis prior to its disclosure to the Recipient Party by the Disclosing Party,
but only if the source of such information is not bound by a confidentiality
agreement with the Disclosing Party or is not otherwise prohibited from
transmitting the information to the Recipient Party by a contractual or legal
obligation. Without limitation to the foregoing, a Recipient Party shall not be
deemed to breach its obligations under this Section 6.1 in the event that (w)
the disclosure of Confidential Information is necessary and appropriate in
making any filing or obtaining any consent or approval required by law, (x) the
furnishing or use of such
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Confidential Information is required by or necessary or appropriate in
connection with any legal proceedings, (y) the disclosure is necessary in
connection with enforcing the terms of this Agreement and/or to protect the
respective rights or interests of GNI or RII as set forth herein, or (z) the
disclosure is necessary in connection with the defense of any actions alleging
that GNI is engaged in activities that violate the rights of any third parties.
7. OWNERSHIP
7.1 As between GNI and RII: (a) GNI is and shall be the exclusive owner of
and, subject to the rights granted to RII pursuant to this Agreement, shall
retain all right, title and interest to the GNI Marks and Related Content and
GNI Internet Sites, including all Intellectual Property Rights therein (the "GNI
Property") and (b) RII is the exclusive owner of and, subject to the rights
granted to GNI pursuant to this Agreement, shall retain all right, title and
interest to the RII Network, all name(s), trademark(s), service marks and/or
trade name(s) listed in Exhibit "F" attached hereto and incorporated herein by
this reference (collectively referred to as the "RII Marks") all domain names,
internet websites and/or Internet protocol numbers listed in Exhibit "G" (the
"Existing RII Internet Sites"), all work owned or controlled by RII and/or used
by RII in connection with the marketing and/or sale through an Internet Business
of any products other than GNI Products, and any Intellectual Property Rights in
any of the foregoing (the "RII Property").
7.2 Each party agrees that during or after the Term, (a) it shall not,
directly or indirectly, intentionally do or suffer to be done anything which
contests, or impairs, or tends to impair, and (b) shall cooperate as is
reasonably necessary, at the other party's request and expense, to protect, the
other's respective rights, titles, and interests specified in this Article 7,
and further agrees to execute any documents that might be necessary to perfect
each party's ownership of such rights, titles, and interests.
8. PURCHASE AND SALE OF GNI PRODUCTS
8.1 GNI understands, acknowledges and agrees that RII shall offer for sale
through the E-Commerce Sites the GNI Products at the GNI-R1I Sale Price and on
the terms described herein. GNI agrees that during the Term, at GNI's sole cost
and expense, it will cause to be delivered to such site[s] designated by RII
("RII Warehouses"), sufficient inventory of the GNI Products to meet, in a
timely fashion, the demand for GNI Products sold on the E- Commerce Sites. RII
agrees to provide GNI with monthly inventory status reports and to inform GNI,
in a timely fashion, of any shortages or reasonably anticipated shortages of GNI
Products at such RII Warehouses. Without limitation to the foregoing, GNI shall
take all steps so as to maintain adequate inventory of all GNI Products so as to
be able to ship any GNI Products ordered by E-Commerce Sites' customers within
the time described in Section 8.4(b) below.
8.2 With respect to any GNI Product(s) purchased on the E-Commerce Sites,
RII shall provide to GNI such information as may be reasonably requested from
time to time by GNI upon reasonable notice to RII; provided, however, in no
event shall RII be required to release such information to GNI if such release
would violate the terms of the privacy and confidentiality terms posted on the
E-Commerce Sites (the "Privacy Terms"). Any such
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information so released to GNI in accordance with the terms of the preceding
sentence shall be deemed jointly owned by RII and GNI, subject however, to the
Privacy Terms, which Privacy Terms shall be binding on GNI.
8.3 GNI shall make available to E-Commerce Sites' customers, and such
customers shall be entitled to and shall receive, all manufacturer warranties or
guaranties available with respect to any GNI Products on terms no less favorable
to such customers as (a) to the extent applicable, are available to GNI's
Offline Business customers purchasing similar GNI Products and/or, (b) subject
to changes made by the respective manufacturers, as were available to e-commerce
customers on the GNI Internet Sites prior to the Launch Date.
8.4 Subject to GNI's satisfaction of its obligations pursuant to Section
8.1 above, RII shall cause to be provided the following services ("Fulfillment
Services") on the terms and conditions described below:
(a) RII shall provide all services necessary for the processing of
all orders for GNI Products ordered by E-Commerce Sites' customers, including,
but not limited to, services relating to receiving, quality control, storage,
packing and shipping of GNI Products to such customers and processing of
customer returns, maintenance of inventory balances and related services, all of
which services shall be provided in a manner consistent with the terms of
Section 8.4(c) below. RII shall (i) shall receive and retain (subject to the
terms of Section 8.7 below) all revenue resulting from the sale of any products
on the E-Commerce Sites (including GNI Products as well as any other products
["RII Products"] sold on or through the RII Network) and (ii) provide all
services relating to, and bear all risks associated with, the credit
authorization, settlement and any subsequent (i.e., subsequent to the initial
authorization and/or settlement) reversal of any credit previously issued to RII
(either directly or through a correspondent merchant bank which has purchased
the relevant credit card transactions) in connection with the prior
authorization of any credit card transaction in which any products were
purchased on the E-Commerce Sites.
(b) RII agrees that all orders for GNI Products to be sold by RII
hereunder shall be shipped to E-Commerce Sites' customers within a commercially
reasonable period of time after the sale of the applicable GNI Product.
(c) The Fulfillment Services to be provided by RII as described in
this Section 8.4 shall be at least equal to the quality of those services as
then being provided by RII on its own behalf in connection with the sales of
products on the RII Network.
8.5 In the event any E-Commerce Sites' customer returns to RII any GNI
Product previously sold on the E-Commerce Sites, RII shall cause the return of
the subject product to the RII Warehouse and in the event the GNI Product is not
exchanged for a similar GNI Product of the same price, GNI shall have the
obligation to issue appropriate credits in favor of RII, which shall be based on
the actual GNI-RII Sale Price for the subject GNI Product. Without limitation to
the foregoing, in the event the returned GNI Product is defective, RII shall
ship such GNI Product to a location as designated by GNI.
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8.6 During the term of this Agreement, GNI shall provide RII with copies
of any and all information, documents, specifications, test results, marketing
material and all other material relating to the testing, formulation, use,
marketing and/or sale of the GNI Products (collectively referred to as "GNI
Product Information"). RII shall have the right to use all such RII Product
Information in connection with its efforts to sell the GNI Products through the
E-Commerce Sites.
8.7 In connection with the sales of any GNI Products consigned to RII and
sold on the E-Commerce Sites or RII Network pursuant to the terms of this
Agreement, RII shall pay to GNI 75% of the Net Sales Price (which Net Sales
Price shall mean the gross sales price, less shipping, taxes and returns). In
connection with the sales of any RII Products sold on the E-Commerce Sites
pursuant to the terms of this Agreement, RII shall pay to GNI 10% of the Net
Sales Price. In connection with the sales of any RII Products sold on the RII
Network which sale originated from the customer "linking" to the RII Network
from the E-Commerce Sites (in the same customer session on the Internet as the
session in which such RII Products are so purchased by the customer), RII shall
pay to GNI 10% of the Net Sales Price. Without limitation to the foregoing, in
no event shall RII be required to pay to GNI more than 10% of the Net Sales
Price in connection with the sale of any RII Product the sale of which is
subject to the terms of this Section 8.7.
8.8 In connection with the any advertising revenue received by either RII
or GNI after the Launch Date in connection with the GNI Internet Sites, such
revenue shall be split between RII and GNI (and RII shall pay to GNI or GNI
shall pay to RII, as applicable) as follows: (a) with respect to advertising
revenues for which GNI or its affiliates was the primary procuring source, (i)
GNI shall receive 70% of the Net Advertising Revenue (which Net Advertising
Revenue shall mean the gross advertising revenue, less any applicable costs
and/or commissions payable to an advertising agency or similar entity) and (ii)
RII shall receive 30% of the Net Advertising Revenue, (b) with respect to
advertising revenues for which RII or its affiliates was the primary procuring
source, (i) GNI shall receive 30% of the Net Advertising Revenue and (ii) RII
shall receive 70% of the Net Advertising Revenue. Notwithstanding the foregoing,
RII understands, acknowledges and agrees that GNI shall retain 100% of any and
all advertising revenue from existing (as of the Effective Date) clients of GNI
or its affiliates (i.e., Achusnet/Titleist and Xxxx Xxxxxx Collection issue).
9. ACCOUNTING
9.1 On a monthly basis, (a) RII will calculate the amount of products sold
on the E-Commerce Sites and RII Network for which GNI is to receive a payment in
accordance with the terms of Section 8.7 above (the "Monthly Sales Revenue") and
(b) RII and GNI, as applicable, will calculate the advertising revenue to be
split between the parties in accordance with the terms of Section 8.8 above
("Monthly Advertising Revenue" and collectively with the Monthly Sales Revenue,
the "Monthly Revenue"), for such period and provide a written summary to the
other party of said Monthly Revenue, broken down by category and product in a
manner and in a format as mutually agreed from time to time by RII and GNI. In
the event of any dispute as to such summary statements, the parties shall, in
good faith, diligently
10
work towards resolving said inconsistency as soon as is commercially feasible.
In the event that the amount of the Monthly Revenue for the applicable period
ultimately agreed to by RII and GNI indicates an amount of Monthly Revenue
inconsistent with the amount previously paid by one party to the other for the
Monthly Revenue for the period in question then, within fifteen (15) days
thereafter, the underpaying party shall immediately pay to the other party any
shortfall in such payment or the overpaid party shall issue a credit to the
other party for any excess payment. The parties understand, acknowledge and
agree that payment by either party and/or acceptance by the other party of any
amounts due under this Agreement shall not preclude either party from later
challenging the accuracy thereof.
9.2 Each of GNI and RII shall maintain accurate books and records as to
all matters relating to any Monthly Sales Revenue, inventory of GNI Products
delivered to, received by and maintained in the RII Warehouses ("GNI
Inventory"), GNI-RII Sale Prices and Monthly Advertising Revenue. Either party
may, at its own expense, examine and copy the books and records of the other
party, as provided in this Section for the limited purposes of verifying the
accuracy of the amount of the Monthly Sales Revenue, GNI Inventory, GNI-RII Sale
Prices and Monthly Advertising Revenue. Either party ("Examining Party") may
make an examination of a particular statement provided by the other party
("Examined Party") or for a period within one (1) year after the date of the
applicable Monthly Revenue and/or two (2) years after the date the GNI Inventory
was delivered to the RII Warehouses, as applicable. The Examining Party may make
such examinations only during the other Examined Party's regular business hours,
and at the place where the Examined Party regularly keeps its books and records.
The Examining Party shall be required to notify the Examined Party at least ten
(10) days before the date of any planned examination and, provided that the
Examined Party has previously cooperated with the Examining Party in the
examination of such books and records, if such examination has not been
completed within two months from commencement, the Examined Party may require
the Examining Party to terminate such investigation on seven (7) days notice.
9.3 RII understands, acknowledges, and agrees that, as between RII and
GNI, RII will be responsible for any sales and use taxes payable in connection
with the purchase by E-Commerce Sites' customers of any GNI Product sold on the
E-Commerce Sites pursuant to the terms of this Agreement ("Customer Sales/Use
Tax Event"). RII agrees to indemnify and hold harmless GNI and it affiliates
from and against any and all damages, losses, taxes, deficiencies, penalties
and/or any other obligations resulting from, or arising out of any such Customer
Sales/Use Tax Event.
10. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
10.1 GNI represents and warrants that:
(a) it has full power and authority and any permits and/or licenses
necessary to enter into this Agreement;
(b) it owns all right, title, interest in and to the GNI Internet
Sites and has sufficient right and authority to license to RII all right, title
and interest in and to such GNI Internet Sites;
11
(c) it either owns or has a valid license to use the GNI Marks and
Related Content licensed by it hereunder and has sufficient right and authority
to grant to RII all licenses and rights granted by GNI hereunder;
(d) the GNI Marks and Related Content licensed by it hereunder and
the use thereof as permitted pursuant to this Agreement will not violate any law
or infringe upon or violate any rights of any Person;
(e) GNI is not in default under and the execution, delivery and
performance by GNI of this Agreement will not conflict with, or result in a
breach or termination of or constitute a default under, any lease, agreement,
commitment or other instrument to which GNI is a party and the existence of
which is required in connection with the performance by GNI of its obligations
hereunder; and
(f) this Agreement constitutes the valid and binding obligations of
GNI enforceable against it in accordance with its terms.
10.2 RII represents and warrants that:
(a) it has the full power and authority and any permits and/or
licenses necessary to enter into and fully perform this Agreement;
(b) this Agreement constitutes the valid and binding obligations of
RII enforceable against it in accordance with its terms;
(c) RII is not in default under and the execution, delivery and
performance by RII of this Agreement will not conflict with, or result in a
breach or termination of or constitute a default under, any lease, agreement,
commitment or other instrument to which RII is a party and the existence of
which is required in connection with the performance by RII of its obligations
hereunder; and
(d) the GNI Internet Sites will be maintained and operated in
compliance with all applicable federal, state, local and foreign laws.
10.3 RII shall defend, indemnify, and hold GNI harmless from, against, and
in respect of any and all claims, costs, expenses (including reasonable fees of
counsel), liabilities, obligations, losses, damages, actions, suits or
proceedings, of any nature (i) arising in connection with the breach of any
representation, warranty or covenant of GNI under this Agreement; (ii) arising
from or in connection with the assertion against GNI of any claim, whether at
law or in equity, in contract or in tort, or under or by virtue of any statute,
regulation or common law theory of liability, including any claim for payment or
performance of any obligation, debt, or liability, whether fixed or contingent,
arising in connection with (A) RII's hosting and operation of the GNI Internet
Sites after the Launch Date or (B) any infringement or similar claim relating to
the RII Property, and (iii) resulting from the negligence or willful misconduct
of RII, its officers, directors, employees, agents or contractors.
12
10.4 GNI shall defend, indemnify, and hold RII harmless from, against, and
in respect of any and all claims, costs, expenses (including reasonable fees of
counsel), liabilities, obligations, losses, damages, actions, suits or
proceedings, of any nature (i) arising in connection with the breach of any
representation, warranty or covenant of GNI under this Agreement; (ii) arising
from or in connection with the assertion against RII of any claim, whether at
law or in equity, in contract or in tort, or under or by virtue of any statute,
regulation or common law theory of liability, including any claim for payment or
performance of any obligation, debt, or liability, whether fixed or contingent,
arising in connection with (A) GNI's hosting and operation of the GNI Internet
Sites prior to the Launch Date or (B) any infringement or similar claim relating
to the GNI Property, and (iii) resulting from the negligence or willful
misconduct of GNI, its officers, directors, employees, agents or contractors.
10.5 The indemnification obligations set forth in Section 10.3 and 10.4
above shall survive the termination of this Agreement.
11. GENERAL
11.1 Neither GNI nor RII may assign or transfer this Agreement, or its
respective rights and obligations hereunder, in whole or in part without the
other party's prior written consent. Any attempt to assign this Agreement
without such consent shall be void and of no effect. Notwithstanding the
foregoing, any party may assign this Agreement or any of its rights and
obligations hereunder to any entity controlled by it ("Permitted Assignee"), so
long as any such Permitted Assignee, or any division thereof agrees, in writing,
that it succeeds to all of the rights and is subject to all of the obligations
of the assignor under this Agreement.
11.2 Any dispute or difference between the parties hereto arising out of
or relating to this Agreement shall be settled by arbitration in accordance with
the Commercial Rules of the American Arbitration Association by a panel of three
qualified arbitrators. RII and GNI shall each choose an arbitrator and the two
arbitrators so chosen shall choose the third. If either RII or GNI fails to
choose an arbitrator within 30 days after notice of commencement of arbitration
or if the two arbitrators fail to choose a third arbitrator within 30 days after
their appointment, the American Arbitration Association shall, upon the request
of any party to the dispute or difference, appoint the arbitrator or arbitrators
to constitute or complete the panel as the case may be. Arbitration proceedings
hereunder may be initiated by either RII or GNI making a written request to the
American Arbitration Association, together with any appropriate filing fee, at
the office of the American Arbitration Association in the county in which
proceedings are to be held pursuant to the terms of the following sentence. All
arbitration proceedings or litigation (to the extent the remedy requested is
not, by law, available through arbitration [e.g., injunctive relief]) relating
to any claims or disputes arising under or relating to this Agreement shall be
brought in the county in which the principal executive office of the party not
initiating such action or proceeding (i.e. the defendant or responding party) is
located. The parties irrevocably submit and consent to the exercise of subject
matter jurisdiction and personal jurisdiction over each of the parties by the
federal and/or state courts in such jurisdiction (the "Selected Jurisdiction").
The parties hereby irrevocably waive any and all objections that any party may
now or hereafter have to the exercise of personal and subject matter
jurisdiction in the Selected Jurisdiction and to the
13
laying of venue of any such proceeding or action brought in the Selected
Jurisdiction. Any order or determination of the arbitral tribunal shall be final
and binding upon the parties to the arbitration and may be entered in any court
having jurisdiction.
11.3 GNI is an independent contractor and when its employees act under the
terms of this Agreement, they shall be deemed at all times to be under the
supervision and responsibility of GNI; and no person employed by GNI and acting
under the terms of this Agreement shall be deemed to be acting as agent or
employee of RII or any customer of RII for any purpose whatsoever. RII is an
independent contractor and when its employees act under the terms of this
Agreement, they shall be deemed at all times to be under the supervision and
responsibility of RII; and no person employed by RII and acting under the terms
of this Agreement shall be deemed to be acting as agent or employee of GNI or
any customer of GNI for any purpose whatsoever.
11.4 Each party shall comply with all laws and regulations applicable to
its activities under this Agreement.
11.5 If any provisions of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any Person or
circumstance shall be held invalid, illegal or unenforceable in any respect by
any arbitral tribunal of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other Persons or
circumstances.
11.6 All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be delivered by hand, facsimile, or
sent, postage prepaid, by registered, certified or express mail or overnight
courier service and shall be addressed or delivered as noted below and shall be
deemed given (i) when so delivered by hand (with written confirmation of
receipt), (ii) when transmitted, if sent by facsimile (with written confirmation
of receipt) provided that a copy is mailed by registered or certified mail,
return receipt requested, (iii) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested), or (iv)
three days after mailing (one business day in the case of express mail), if sent
by registered mail (receipt requested):
(a) if to RII,
Ritz Interactive, Inc.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: President
Facsimile No. (000) 000-0000
With a copy to:
Xxxxxxx, Xxxx & Dye LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
14
Facsimile No. (000) 000-0000
(b) if to GNI
Great White Shark Enterprises, Inc.
000 Xxxxx X0X
Xxxxxxx, XX 00000
Attn; President
Facsimile No. (000) 000-0000
11.7 No failure of any party to exercise or enforce any of its rights
under this Agreement shall act as a waiver of such right.
11.8 This Agreement, along with the Exhibits hereto, contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter. No party shall be liable or bound to any other
party in any manner by any representations, warranties or covenants relating to
such subject matter except as specifically set forth herein.
11.9 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more such counterparts have been signed by each of the parties and
delivered to each of the other parties.
11.10 This Agreement shall be governed by and construed in accordance with
the internal laws of the State of California applicable to agreements made and
to be performed entirely within such State, without regard to the conflicts of
law principles of such State.
11.11 This Agreement is for the sole benefit of the parties hereto and
nothing herein expressed or implied shall give or be construed to give to any
person, other than the parties hereto any legal or equitable rights hereunder.
11.12 The headings contained in this Agreement or in any Exhibit hereto
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. All Exhibits attached hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. Any capitalized terms used in any Exhibit but not
otherwise defined therein, shall have the meaning as defined in this Agreement.
When a reference is made in this Agreement to a Section or an Exhibit, such
reference shall be to a Section of, or an Exhibit to, this Agreement unless
otherwise indicated.
15
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.
XXXX XXXXXX INTERACTIVE, LLC
a Florida limited liability company
BY: /s/ Xxxx Xxxxxxx
----------------------------
Name, Title: Xxxx Xxxxxxx - X.X.
XXXX INTERACTIVE, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxx
-------------------------
Xxxx X. Xxxxxx, President
16
EXHIBIT "A"
List and description of GNI Marks
1. GNI owns the names, trademarks, trade names and logos as listed below:
a) Xxxx Xxxxxx Interactive, LLC or GNI, Xxxxx.xxx, the Xxxxx.xxx logo, and the
registered trademark for Xxxxx.xxx, as well as the names Xxxx@xxxxx.xxx,
Xxxxxxxxxxx.xxx and Xxxxxxxxxxxxxxxxx.xxx.
b) Great White Shark Enterprises, Inc or GWSE, the Xxxx Xxxxxx signature Shark
design logo and the registered trademark for Great White and Great White Shark.
c) Xxxx Xxxxxx Golf Course Design or GNGCD and the round Shark logo.
d) Medallist Developments and the Medallist Developments logo, Macquarie Bank,
the Macquarie Bank logo and any Medallist Developments communities and/or golf
courses.
e) Xxxx Xxxxxx Turf Company or XXXX, XX-0, GNZ and Aussie Green turfs, as well
as the registered trademarks for GN-1, GNZ and Aussie Green turfs.
f) Xxxx Xxxxxx Collection or GNC, a division of Reebok International, and the
GNC logo, PlayDry moisture wicking fabric, the PlayDry logo, Xxxx Xxxxxx, the
Xxxx Xxxxxx logo and registered trademark for Xxxx Xxxxxx.
g) Xxxx Xxxxxx Estates or GNE, the GNE logo, the registered trademarks for GNE
and GNE with the Xxxx Xxxxxx Signature and Xxxxxxxx Xxxxx Wine Estates.
h) Xxxx Xxxxxx Australian Grille or GNAG, the GNAG logo and the registered
trademark for GNAG.
i) Xxxxxx Expedition Yachts, Aussie Rules and the registered trademark of Aussie
Rules.
j) Xxxx Xxxxxx Production Company or GNPC and the GNPC logo, Franklin Xxxxxxxxx
Shootout or FTSO, the FTSO logo, the registered trademark for Shark Shootout,
Tiburon, the Tiburon logo and the registered trademark for Tiburon.
17
EXHIBIT "B"
List and description of GNI Internet Sites
B-1 List and description of E-Commerce Sites
xxxx://xxxxxxxxx.xxxx.xxxxx.xxx/
xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxx.xxx
B-2 List and description of Content Sites
Great White Shark Enterprises
xxxx://xxx.Xxxxx.xxx
xxxx://xxx.xxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxx.xxx
xxxx://xxx.xxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxx.xxx
Xxxx Xxxxxx Golf Course Design
xxxx://xxx.xxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
Xxxx Xxxxxx Turf Company
xxxx://xxx.xxxxxxxxxxxxxx.xxx
Xxxx Xxxxxx Collection
xxxx://xxx.xxxxxxxxxxxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx
Xxxx Xxxxxx Australian Grille
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
Xxxxxx Yachts International
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx
Shark Shootout
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx
18
EXHIBIT "C"
Description of GNI Products
All goods and products offered for sale by GNI prior to and during the term of
this Agreement by any means through which GNI sells goods and/or products,
including but not limited to, the following goods and products: Xxxx Xxxxxx
Collection apparel
Xxxx Xxxxxx Collection accessories
- hats
- caps
- belts
- socks
- towels
- golf gloves
- pens
Apparel and accessories with Xxxxx.xxx logo
Golfbags
Golf travel bag
Attache case
Other apparel, goods, accessories or other products with the Shark logo that may
be produced in the future
19
EXHIBIT D
Without limitation to the terms of the attached Agreement, RII shall perform the
following duties related to the hosting, maintenance and operation of the GNI
Internet Sites:
(a) RII has full power and authority under all relevant laws and regulations
to copy and display the materials used or displayed in the GNI Store.
(b) RII will not engage in any activities that defame, impersonate or invade
the privacy of any third party or entity.
(c) RII shall not in any way be connected with the transmission of junk mail,
spam, and the unsolicited mass distribution of e-mail or with any unethical
marketing practices to anyone in the GNI Store database.
(d) RII reserves the right at any time to revise and modify the software,
release subsequent versions thereof and to alter features, specifications,
capabilities, functions, and other characteristics of the software, with
notice to GNI. If any revision or modification to the Software materially
changes GNI's ability to conduct business, GNI's remedy is to terminate the
Agreement.
(e) RII maintains information about the GNI Internet Sites on RII servers,
including but not limited to GNI's account registration information, GNI's
customer order information and sales information ("GNI Information"). GNI
grants to RII a non-exclusive, worldwide,'royalty-free license concurrent
with the terms of this Agreement to use GNI Information in aggregate form
(i.e., in a form that is not individually attributable to GNI) for research,
marketing and other promotional purposes.
(f) RII is responsible for obtaining and maintaining all telephone, computer
hardware and other equipment needed for its access to and use of the software
and E-Commerce Sites and RII shall be responsible for all charges related
thereto.
(g) RII shall be responsible for: (i) the delivery of goods purchased in the
GNI Store; (ii) resolving any disputes that may arise from the sale of goods
in the GNI Store; (iii) researching and complying with any applicable laws,
regulations or restrictions on items, or manner of sale or exchange that may
pertain to transactions in which they participate; (iv) all applicable sales
taxes and costs incurred in connection with the sale of GNI Products on the
E-Commerce Sites.
(h) RII may not offer for sale or sell any GNI Product to any customer in a
jurisdiction where sales of such GNI Product violates applicable laws or
regulations.
(i) RII, in conjunction with GNI's obligations as described hi Paragraph (f)
of Exhibit F, (i) will acquire when available from GNI the latest images of
Xxxx Xxxxxx/Great White Shark Enterprises companies and convert to a usable
size and format and (ii) will, upon receipt from GNI of images of products to
be sold in the E-Commerce Sites, take and treat said images, including those
owned by GNI and those not owned by GNI.
In the event of any inconsistence between the terms of this Exhibit E and the
terms of the attached Agreement, the terms of the attached Agreement shall
supersede and be deemed controlling over the terms of this Exhibit.
20
EXHIBIT E
Without limitation to the terms of the attached Agreement:
1. GNI shall perform the following duties related to the operation of the GNI
Internet Sites:
(a) GNI reserves the right, in its sole discretion, upon reasonable notice to
RII, to request changes, modifications, additions or removal of designated
Content on the GNI Internet Sites.
(b) GNI acknowledges and agrees that Content available from RII, including
but not limited to text, software, music, sound, logos, trademarks, service
marks, photographs, graphics, or video, is protected by copyright, trademark,
patent, or other proprietary rights and laws, and may not be used in any
manner other than as specified.
(c) GNI agrees that GNI grants RII a non-exclusive, worldwide, royalty-free,
non-revocable license concurrent with the terms of this Agreement under
GNI's copyrights and other intellectual property rights, if any, in all
material and content displayed in RII's Network to use, distribute, display,
reproduce, and create derivative works from such material in any and all
media and display in any manner on the RII Network. GNI also grants RII the
right to maintain such content on RII's servers during the term of the
Agreement and to authorize the downloading and printing of such material, or
any portion thereof, by end users for their personal use.
(d) GNI agrees that RII may disclose GNI Information in the good faith belief
that such action is reasonably necessary: (i) to comply with the law; (ii) to
comply with legal process; (iii) to enforce the Agreement; (iv) to respond
to claims that GNI or the GNI Internet Sites are engaged in activities that
violate the rights of third parties; or (v) to protect the rights or
interests of GNI, RII or others.
(e) Subject to the terms of Section 2.1 of the Agreement, GNI shall have the
right to engage in a reciprocal-link strategy with any advertising and/or
content partners that it currently has relationships with or may secure
relationships with in the future.
(f) Upon reasonable request of RII, GNI shall provide RII with assistance (on
the RII network) as to any technical difficulty that may arise in connection
with the GNI Internet Sites.
(g) GNI will redirect to RII all e-mail related to the sale of GNI Products
on or through the Internet and all other e-commerce related issues.
(f) GNI will acquire and deliver to RII when available (i) the latest images
of Xxxx Xxxxxx/GWSE companies and convert to a usable size and format and
(ii) all images of products to be sold in the E-Commerce Sites, including
those owned by GNI and those not owned by GNI.
2. GNI shall perform the following duties related to the operation of the
Content Sites:
(a) Development, design, redesign and maintain the Content Sites and any
existing micro sites.
(b) Develop, design, redesign and maintain any future micro sites of
appropriate affiliated partners, and GNI shall assume all related expenses.
(c) Respond to all e-mail inquiries of or related to public relations, Xxxx
Xxxxxx, Great White Shark Enterprises ("GWSE") and all generic Xxxx Xxxxxx
Collection questions.
(d) Provide daily maintenance of Content Sites including:
21
1. Continuous testing of sites on multiple computers, browsers and
operating systems
2. Program forms for data capture to MySQL database
3. Daily site quality assurance
4. Provide Content rotation at approximately 9 a.m. ET Monday-Friday in
weeks that Xxxx Xxxxxx does not compete
5. Provide Content rotation as above, and Content rotation at the
conclusion of play on all days that Xxxx Xxxxxx does compete
6. Compilation, editing and posting of materials from contributing writers
7. Search and post appropriate Xxxx Xxxxxx, GWSE and affiliated companies
news and features
(e) Maintain client relations and provide updates and maintenance on an
as-needed basis for the following partner sites:
1. Great White Shark Enterprises
2. Xxxx Xxxxxx Golf Course Design
3. Medallist Developments
4. Xxxx Xxxxxx Turf Company
5. Xxxx Xxxxxx Collection
6. Xxxx Xxxxxx Estates
7. Xxxx Xxxxxx Australian Grille
8. Xxxxxx Expedition Yachts (Aussie Rules)
9. Xxxx Xxxxxx Production Company (Including Franklin Xxxxxxxxx Shootout)
In the event of any inconsistence between the terms of this Exhibit F and the
terms of the attached Agreement, the terms of the attached Agreement shall
supersede and be deemed controlling over the terms of this Exhibit.
22
EXHIBIT "F"
List and description of RII Marks
AGAINST THE ELEMENTS
ATE NO MORE RED NECK
BIG PRINT CENTRAL
BIG PRINT ENLARGEMENT EXPRESS
BOATER'S WORLD
BOATER'S WORLD DISCOUNT
BOATER'S WORLD MARINE CENTERS
XXXXXXXXXXXX.XXX
CAMERA WORLD
CAMERA XXXXX.XXX
CAPTURE YOUR WORLD
XXXX'X
XXXX'X GRAND CANYON PHOTO
DESIGN ONLY (FOX)
E-ZCAM
FOCUS ON KIDS
FOR THE PICTURES OF YOUR LIFE
FOX
FOX DESIGN
FOX PHOTO
FREQUENT FOTO
HIDDEN IMAGE
KITS CAMERAS (AND DESIGN)
MCJON
MEDALLION
MVP
OTE ON THE EDGE
OUR EXPERTISE IS FREE
OUTER BANKS
P.A.W.S.
P.A.W.S. PRINT AT WOLF SERVICES
PHOTRO
PHOTRONIC
PHOTRONIC DEPOT
PHOTRONIC IMAGEINATION CENTER
23
PHOTRONIC IMAGEINATION CENTER
POWERBOAT DESIGN
PRESTO PRINTS
XXXXX@XXXX.XXX
XXXXXXXXXXX.XXX
PROEX
QUALIDE
QUANTARAY
RITZ BIG PRINT
RITZ BLITZ
RITZ CAMERA
RITZ INTERACTIVE
RITZ WIRELESS NETWORK
XXXXXXXXXX.XXX
XXXXXXX.XXX
ROAD WARRIOR
ROYAL MEDALLION
SEA BOWLD
WOLF BUCKS (& DESIGN)
WOLF CAMERA
WOLF CAMERA & VIDEO
WOLF CAMERA
WOLF CAMERA PORTRAIT STUDIO
WOLF CAMERA VISION
WOLF UNIVERSITY
WOLFBUCKS
XXXXXXXXXX.XXX
WOLFEXPRESS
WOLFPRO
WOLFTOUCH
WOLFXPRESS
XXXXXXXXXX.XXX
24
EXHIBIT "G"
List and description of RII Internet Sites
000000xxxxx.xxx
0000000xxxx.xxx
0000xxxxxxx.xxx
1 xxxxxxxxxxxx.xxx
216.35.214.90
000000xxxx.xxx
000xxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxx-xxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
call 0000xxxxxxx.xxx
XxxxxxXxxxxxxxxxxXxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
25
xxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxx-xxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxx.xxx
error message - NO PAGE
xxxxxxxxxxxxxxx.xxx
xxxxxxx.xxx
xxxxxxx.xxx
xxxxxxx.xxx
xxxxxxxx.xxx
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xxxxxxxxxx.xxx
xxxxxxxxxx.xxx
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xxxx-xxxxxxx.xxx
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xxxxxxx.xxx
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xxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxx-xxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
Xxxxx0xxxx.xxx
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XxxxxxXxxxxXxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxx-xxxxxxx.xxx
xxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
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xxxxxxxxxxxx.xxx
xxxxxxxx.xxx
xxxxx-xxxxxxx.xxx
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xxxxxxxx.xxx
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xxxxxx-xxxxxxx.xxx
xxxxx.xxx
xxxxx.xxx
xxxxx.xxx
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xxxxxxxxxx.xxx
xxxxx-xxxxx.xxx
xxxxxxxxxx.xxx
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xxxxxxxxxxx.xxx
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xxxxxxxxxxx.xxx
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