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EXHIBIT 10.45
MEMORANDUM OF UNDERSTANDING
This Agreement dated this 22nd day of November, 1999 by and between AT&T, a
Corporation ("AT&T"), iNTELEFILM Corporation ("iNTELEFILM"),
and Excalibur Technologies Corporation ("Excalibur").
RECITALS
WHEREAS, iNTELEFILM has developed a unique opportunity to enhance the
video production service process of global advertising agencies and through
capitalizing on its expertise in video commercial production and its
relationship with advertising agencies, iNTELEFILM intends to act as the
Application Service Provider (ASP) of the InteleSource video master retrieval
service designed for advertising agencies.
WHEREAS, AT&T is desirous of providing the web hosting infrastructure
of the InteleSource service under the terms of a Dedicated Hosting Services
co-location agreement, to enable the development of this internet based service.
WHEREAS, Excalibur has designed and developed a proprietary software
product ("Screening Room") that provides end users with the ability to index and
archive video and has licensed Screening Room to iNTELEFILM via the attached
Software License Agreement (attachment B). Excalibur is desirous of introducing
the Screening Room to the advertising agency community via its co-marketing
agreement with AT&T and via the proprietary product called InteleSource.
WHEREAS, all parties are desirous of entering into this memorandum of
understanding to define each parties role in developing and implementing such
services;
NOW, THEREFORE, in consideration of $1.00 and other good and valuable
consideration, the receipt and sufficiency of which is hereby expressly
acknowledged, the parties hereby agree as follows:
1. AT&T shall provide the web hosting infrastructure
which shall include the following: (a) conditioned
rack space and power; (b) bandwidth: AT&T will
provide this service as outlined in attachment A.
2. Excalibur will provide services and technical support
as described in paragraph 9 of their terms and
conditions (attachment "B"). Excalibur will refrain
from marketing "Screening Room" or related products
to advertising agencies for six months from the date
of the delivery of the InteleSource product. In this
same period, iNTELEFILM will use best efforts to
secure no less than 5 clients from top 100
advertising agencies as ranked in the 1999 edition of
Adweek's "Redbook".
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3. iNTELEFILM shall provide its expertise in video
commercial production and its relationship with
advertising agencies in order to sell the
InteleSource service. iNTELEFILM will collect all
revenue related to the iNTELEFILM service and remit
to AT&T and Excalibur the costs as outlined in
attachment A & B depending upon the service required
in those contracts.
4. Collectively, the parties agree that iNTELEFILM will
operate as a value added service provider, marketing
an end to end digital video encoding, archiving,
retrieval solution as well as the physical storage of
video masters. The product will be based on
Excalibur/DVL technologies and will be housed in the
AT&T infrastructure as outlined in attachment "B".
5. Confidential Information. The parties agree to keep
all information received from the other party
confidential and will not disclose any confidential
information now or hereafter received or obtained
from each other or its representatives to any third
party, except as required by applicable law or legal
process, without prior written consent of the party
whose confidential information may be disclosed to
such third parties who need to know information for
the purpose of the Memorandum of Understanding and
who agree to keep such information confidential.
Neither party will make any commercial use, in whole
or in part, of any confidential information.
6. Parties shall not issue or approve any public
statement concerning this Memorandum of Understanding
without the prior written approval of the other party
as to its contents and its release unless such
disclosure is required by law.
7. In the event a conflict arises between the terms of
this Agreement and the Software License Agreement
between iNTELEFILM and Excalibur dated
, the terms and conditions of the
latter shall prevail.
IN WITNESS WHEREOF, the parties have executed this Memorandum
of Understanding as of the date and year first written above.
AT&T iNTELEFILM
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
Its: General Manager Its: Chief Operating Officer
Excalibur
By: /s/ Xxx X. Xxxxxxx
Its: Director of Contract
