EX-10.i.c
06/22/99 Page 9 0f 10
Initials: GRGI____________ RealTIME_________
JOINT MARKETING AGREEMENT
THIS JOINT MARKETING AGREEMENT is made this ____ day of June 1999, by
and between Global Resources Group, Inc., (GRGI), a Nevada Corporation with
offices at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xx. Xxxxxxxxxx, Xxxxxxx 00000,
and RealTIME Media, Inc., (RTM), a Pennsylvania Corporation, with offices at 00
Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000.
WHEREAS, RTM is in the business of creating, developing, marketing,
and managing programs and promotions which incorporate games, contests and
sweepstakes on the Internet, and;
WHEREAS, GRGI is in the business of creating, developing, and
marketing promotions through the Internet and electronic retail networks, and;
WHEREAS, GRGI and RTM have agreed to jointly develop and market
internet and electronic promotions with a scratch off instant win prize
component, to be called (the "Promotion"), pursuant to the terms and conditions
of this Agreement. The parties, under the terms and conditions set forth herein,
agree to distribute any profits as may be realized from sales to third parties,
as described in Distribution Schedule A, attached hereto, and any future
distribution schedules which are agreed to between the parties and incorporated
hereto in the future. Such profits, if any, as may be realized shall be from the
sale of the Promotions products through the internet and other such electronic
networks as the parties may decide are mutually advantageous.
NOW, THEREFORE, for good and sufficient consideration, GRGI and
RTM, agree to enter into this Agreement, on the terms and conditions set forth
herein, and by this reference hereby incorporate the above mentioned Recitals
into the body of this Agreement:
1. Purpose of the Joint Marketing Agreement:
This Agreement shall be for the purpose of developing and implementing
Promotions on the world wide web, online marketing operations and other
electronic transaction networks whose purpose shall be to engage in all
activities reasonably necessary to the greatest financial success that can be
achieved from the online sales of the Promotion, or related products, which may
be developed by the Parties. RTM agrees to provide technical, creative, and
computer expertise in the development and implementation of the Promotions,
through which users may learn about and purchase the services, or other Internet
promotions and to employ RTM's patent pending Scratch and Win technology to
instantly determine winners and prizes won (the "Instant-Win"). GRGI agrees to
provide RTM with artwork, written promotional materials, and other items, which
GRGI may possess and which may be required to fully develop the Promotion.
2. Instant-Win:
The Promotion product offered for sale, by GRGI, will contain a "Scratch Off"
graphical element, delivered to the purchaser's browser software at the time of
their purchase of the product. The purchaser will use their computer's mouse to
"Scratch Off" the topmost graphic image on the Promotion revealing the game
results underneath. If the purchaser receives a game with the required number of
124
matching elements out of the total elements on the game, they are eligible to
win that prize.
3. Interest in the Joint Marketing Venture
A. Ownership of Assets. The parties agree (unless defined in a schedule agreed
to by the parties, in writing, and incorporated at a future date to this
Agreement) that RTM owns the assets specific to the Instant-Win technology.
This includes, but is not limited to, the host computer server, and other
hardware, software, programming language, HTML, copyrights, trademarks,
patents, patents pending, and all other intellectual property specific to
the development and implementation of any games, contests, sweepstakes, or
any other incentive based promotional programs that RTM develops in behalf
of the joint marketing Agreement. All computer software related to the
implementation of the Scratch-Off portion of the Promotions, and the
awarding or prizes, is the property of RTM.
B. Marketing of the Promotion. The parties agree that the marketing of the
promotion is the responsibility of GRGI.
C. Third Party Profits. The parties agree that GRGI and RTM will share in
the profits derived from the sale of RTM Promotions to third parties,
as specified in Distribution Schedule "A" herein.
4. Contributions to the Joint Marketing Agreement
A. By GRGI
I. GRGI agrees to provide all necessary materials which may be
required on a timely basis, including any logo artwork,
promotional text copy, photographs, and other similar
materials.
II. GRGI agrees to provide the tokens for the prizes and will
handle the conversion to points for all token prizes won in
the promotion via a designated URL to the exchange center at
RTM.
B. By RTM.
I. RTM agrees to contribute to Promotion and its operation the
staff, Internet expertise, programming experience, and any
equipment, which RTM determines, at their sole discretion, is
necessary for the development and management of the Promotion.
II. RTM agrees to utilize their Promotion technology (patent
pending), including the associated Java programming code and
necessary files, to provide the Promotion site with an
Instant-Win program..
III. RTM will invoice client and distribute any profits to GRGI
which may result from the sale of the promotional games by RTM
and GRGI according to Distribution Schedule A, attached
hereto.
C. By Both Parties:
I. Both of the parties hereto agree to exert such reasonable
125
efforts as would be calculated to lead to the achievement of
the maximum sales of Promotional product. The parties agree
that they have other business pursuits independent of
Promotion and there is no obligation under the terms of this
Agreement that either party abandon such outside or other
enterprises, or place the interests of Promotion ahead of such
outside or other enterprises.
II. The Parties agree to evenly divide any and all additional
direct costs that may be incurred to further promote the sale
of the Promotional product, excluding token fulfillment, over
the Internet, such additional costs requiring the approval of
both parties.
5. Representation of the Venture
A. Management shall be by RTM. RTM management shall perform the management
of Promotion. The terms of this Agreement shall constitute written
consent for the parties to undertake the actions addressed herein. No
further consent shall be required in order for the parties to proceed
as provided for herein.
B. Representation of the Venture. It is the intention of the parties
hereto, that no representative is authorized to unilaterally commit the
venture to any further obligations not defined herein without the
written consent of both parties. Failure to respect these limitations
by either party or authority shall be cause to terminate this Agreement
by the aggrieved party after thirty (30) days notice, which shall
provide the defaulting party with the opportunity to cure any such
defaulting events.
6. Advance Payment
The parties agree that in consideration for RTM agreeing to develop and market
the promotion, GRGI will pay for the costs associated with the development,
programming and management of the Promotion. The payment for the Promotion will
be paid according to the terms and conditions as set forth in and specified in
Distribution Schedule "A" defined herein and attached hereto. These payments are
fees and development costs to RTM and are not part of the shared expenses of the
parties.
7. Late Payments
Any payment not made when due under the terms of this Agreement shall be
considered a breach of this Agreement and shall be subject to any and all
remedies available hereunder.
8. Prizes Awarded
GRGI shall be responsible for fulfillment of all token prizes, including any and
all cost, which are awarded under the Promotion program. Fulfillment of such
prizes will be handled as defined in Schedule "B" attached hereto. RealTIME
shall be responsible for fulfillment of all cash prizes according to Schedule
"B".
9. Early Termination
In the event that the parties mutually agree that the Promotion programs are
126
unmarketable or, after the exertion of reasonable efforts by GRGI for a period
of one hundred eighty (180) days (or such other period mutually agreed to by the
parties) after the execution of this Agreement, then the agreement for the
specific Promotion shall immediately terminate and any hardware or software
developed for the Agreement, shall remain the property of RTM, unless otherwise
agreed to by GRGI and RTM.
10. An Exclusive Arrangement
The terms of the relationship between the parties will be mutually exclusive.
RTM agrees not to enter into any other agreement to offer Instant-Win technology
to or through any and all Virtual Internet Malls, excluding search engines or
portals, as long as GRGI maintains gross revenues of Two Hundred Fifty Thousand
($250,000) annually with Fifty Percent (50%) yearly increases in gross revenue,
and timely maintains any and all promotional token fulfillment obligations as
determined by the rules of the Promotion. GRGI agrees not to sell Instant-Win
technology, without prior approval of RTM, to any party, or through any party
other than RTM. The mutual exclusivity of this Agreement will end immediately
upon the termination of this Agreement.
11. Ownership of the Database
The parties agree that title to any customer information database will be held
jointly by GRGI and RTM and will not be licensed, sold or otherwise used
commercially in anyway whatsoever that would exploit the rights or invade the
privacy of the customer. However, the parties do agree that RTM or GRGI may use
the Database at their sole discretion to further the marketing and sales efforts
of their respective businesses. RTM shall maintain the Database at its principle
place of business and agrees that GRGI will be furnished copies of the database,
in the format utilized by RTM, on a monthly basis at no additional charge. Any
costs for custom formatting or duplication of the Database at GRGI's request
will be the sole responsibility of GRGI.
12. Record Keeping and Reporting
A. Maintenance of Records. The parties agree that throughout the duration
of this Agreement, RTM will keep and maintain full, clear and reasonable
records of the activities of the sales of products through the
Promotions.
B. Inspection and Storage of Records. These records shall be available for
inspection at all reasonable times by the parties, or their authorized
representatives. Copies of all such records and agreements shall be
maintained at RTM's principle place of business or accessible storage
facility, for two years from the date such records are created,
irrespective of any intervening expiration or termination of this
Agreement. The terms of this provision shall survive any termination or
expiration of this Agreement.
13. Indemnification of GRGI by RTM
A. It is agreed that RTM shall indemnify, defend and hold GRGI and its
principals harmless from any and all damages, losses, liabilities, suits
and expenses, including reasonable attorneys fees, which GRGI may incur
due to RTM's actions or omissions under this Agreement.
B. RTM shall maintain, throughout the operation of the Promotion: (1)
appropriate workers' compensation insurance for its employees as required
127
by applicable law; (2) comprehensive general liability insurance having (i)
limits of at least One Million Dollars ($1,000,000) per occurrence with
respect to each loss or claim involving the same act, failure to act or
matter, whether made by one or more persons and regardless of the frequency
of repetition. and (ii) limits of at least Two Million Dollars ($2,000,000)
with respect to all such claims or losses; (3) a policy of errors and
omissions liability insurance applicable to the operation of the Promotion,
having (i) limits of at least One Million Dollars ($1,000,000) per
occurrence with respect to each loss or claim involving the same offending
act, failure to act, or matter whether made by one or more persons and
regardless of the frequency of repetition; (ii) limits of at least Two
Million Dollars ($2,000,000) with respect to all such claims or losses;
and, (iii) a deductible of not more than Ten Thousand Dollars ($10,000) and
insuring RTM against all liability assumed by RTM hereunder. GRGI shall be
named as an additional insured under RTM's comprehensive liability, and
errors and omissions liability insurance policies. Upon execution of this
agreement RTM shall furnish GRGI with the usual certificates attesting to
such insurance, outlining its term and limits, providing that it may not be
canceled or altered without thirty (30) days prior written notice to GRGI.
14. Indemnification of RTM by GRGI
A. It is agreed that GRGI shall indemnify, defend and hold RTM and its
principals harmless from any and all damages, losses, liabilities, suits
and expenses, including reasonable attorneys fees, which RTM may incur
due to GRGI's actions or omissions under this Agreement.
B. GRGI shall be added to RTM's insurance policy, the cost of which will be
paid by GRGI when due. RTM's insurance policy for GRGI shall maintain,
throughout the operation of the Promotion: (1) appropriate workers'
compensation insurance for its employees as required by applicable law; (2)
comprehensive general liability insurance having (i) limits of at least One
Million Dollars ($1,000,000) per occurrence with respect to each loss or
claim involving the same act, failure to act or matter, whether made by one
or more persons and regardless of the frequency of repetition. and (ii)
limits of at least Two Million Dollars ($2,000,000) with respect to all
such claims or losses; (3) a policy of errors and omissions liability
insurance applicable to the operation of the Promotion, having (i) limits
of at least One Million Dollars ($1,000,000) per occurrence with respect to
each loss or claim involving the same offending act, failure to act, or
matter whether made by one or more persons and regardless of the frequency
of repetition; (ii) limits of at least Two Million Dollars ($2,000,000)
with respect to all such claims or losses; and, (iii) a deductible of not
more than Ten Thousand Dollars ($10,000) and insuring GRGI against all
liability assumed by GRGI hereunder. RTM shall be named as an additional
insured under GRGI's comprehensive liability, and errors and omissions
liability insurance policies. Upon execution of this agreement GRGI shall
furnish RTM with the usual certificates attesting to such insurance,
outlining its term and limits, providing that it may not be canceled or
altered without thirty (30) days prior written notice to RTM.
15. Term and Termination
A. In General. This Agreement commences on the date of the last signature
and shall remain in effect for Five (5) years, unless terminated
earlier pursuant to the terms of this Agreement. However this Agreement
will stay in force as long as RTM operates Promotional sites and GRGI
continues to provide the promotion pursuant to paragraph "10" of the
128
agreement. Either party may, at its option, terminate this Agreement
if, after having given the other party written notice of the other
party's failure to comply with any term of this Agreement said default
is not cured within thirty (30) days after service of said written
notification.
B. Termination Due to Insolvency. This Agreement may be terminated
immediately in the event of either party's voluntary filing for
insolvency. In the event of an involuntary filing or proceeding by or
against either party seeking relief from creditors, the non-insolvent
party may also terminate this Agreement, if such filing or action is
not cured within a period of (sixty) 60 days from such filing.
C. Procedure Upon Termination. In the event of expiration or termination of
this Agreement it is the intention of the parties hereto that the affairs
of the venture be promptly wound up and the proceeds distributed as
provided for herein.
16. Further Actions
The parties agree that upon the request of the other, it will, from time to
time, execute and deliver to such other party all such instruments and documents
of further assurance or otherwise, and will do any and all other acts and things
as may reasonably be required, to carry out the obligations of such party
hereunder and to consummate the transactions contemplated hereunder.
17. Headings
The subject headings of the paragraphs of this Agreement are included for
purposes of convenience only, and shall not affect the construction or
interpretation of any of the provisions of this Agreement.
18. Entire Agreement
This Agreement embodies the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
therewith. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the parties hereto. The parties hereto, by
mutual consent, may amend or modify this Agreement by written instrument.
19. Waiver
No waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision hereof nor shall such waiver
constitute a continuing waiver and no waiver shall be binding unless executed in
writing by the party making the waiver.
20. Parties in Interest
Nothing in this Agreement whether expressed or implied, is intended to confer
upon any person other than the parties hereto, their respective shareholders,
and their respective successors and assigns, any rights or remedies under or by
reason of this Agreement. All of the terms and provisions of this Agreement
shall be binding upon, and inure to the benefit of, and be enforceable by the
respective successors and permitted assigns of GRGI and RTM and their
shareholders. There are no intended third party beneficiaries.
129
21. Notices
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given upon the date of such
service if served personally upon the party for whom it is intended or on the
second business day after the date of the postmark if mailed, postage prepaid,
to such party at its address as herein before shown, or as otherwise designated
by such party in writing from time to time. Except as otherwise specifically
provided herein, the contents of a fax transmission shall be deemed served the
next business day from the date stamp shown on the transmission.
---------------------- ---------------------------------------------------------
Global Resources Group, Inc. RealTIME MEDIA Inc.
Xxxxxxx X. Xxxxxx Xxxxx Xxxxxxx
000 Xxxxxx Xxxxxx X., Xxxxx 000 00 Xxxxxxxxx Xxxxxxx Xxxx
Xx. Xxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Tel: 000-000-0000 Tel: 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000
E-mail: xxxxx.xxxxxx@xxxx.xxx E-mail: xxxxxxxx@xxxxxx.xxx
---------------------- ---------------------------------------------------------
22. Arbitration
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any dispute that cannot be
resolved amicably shall be settled by final binding arbitration in accordance
with the rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof. Any such arbitration shall be conducted in such
place as may be mutually agreed upon by the parties. Within fifteen (15) days
after the commencement of the arbitration, each party shall select one person to
act as arbitrator, and the two arbitrators so selected shall select a third
arbitrator within ten (10) days of their appointment. Each party shall bear its
own costs and expenses and an equal share of the arbitrator's expenses and
administrative fees of arbitration.
23. Attorneys' Fees, Expenses and Costs
Any administrative expenses, expert, accounting or investigator fees, any
statutorily awarded costs and all attorneys' fees reasonably incurred by either
party in enforcing its rights under this Agreement against the other party shall
be awarded to the prevailing party either as additional damages, or as
statutorily awarded costs, and shall be paid by the defaulting party.
24. Governing Law
This Agreement shall be governed and construed under the laws of the
Commonwealth of Pennsylvania.
25. Severability
If any provision of this Agreement shall be declared invalid, by statute or
otherwise, then such provision shall be deemed automatically adjusted to conform
within the requirements for validity declared at that time and, as so adjusted,
shall be deemed a provision of this Agreement as if originally included herein.
In the event the provision invalidated cannot be so adjusted, the provision
shall he deemed deleted from this Agreement as though the provision had never
been included herein. In either case, the remaining provisions of this Agreement
shall not be affected thereby.
130
26. Force Majeure
No party to this Agreement shall be liable for damages arising from a delay in
performance, or a failure to perform, caused by an accidents, fire, labor
dispute, strike, riot, war, governmental regulation, acts of God or other causes
over which the party has no control, or which the other party could not have
been reasonably expected to avoid by the exercise of due care.
27. Execution in Duplicate and by Counterparts:
This Agreement shall be executed in duplicate, each copy of which, when executed
and delivered shall be an original, but all of the copies shall together
constitute one and the same instrument The execution of this Agreement may be by
way of several counterparts, all of which together shall constitute one
agreement binding on all parties hereto. Telecopier transmission of an executed
counterpart to the remaining parties shall be sufficient to fully bind the
parties whose signatures are set forth on the transmission of said counterpart.
In the event that Telecopier executes the counterparts, then the parties to this
Agreement shall fully cooperate in arranging for ink signed original
counterparts to be circulated and distributed among the parties forthwith.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
Global Resources Group, Inc. RealTIME Media, Inc.
By: By:
Its: Its:
Date: Date:
131
Distribution Schedule "A" Page 10 of 10
Project Name: Number:
I. Payment of Advance
An initial fee for development of the Promotion site, will be paid by GRGI to
RTM. Fees and payment for the site will be as follows:
1. $15,000 payable upon execution of this Agreement
2. $30,000 payable upon approval of the work schedule for the site
3. $30,000 payable upon activation and acceptance of the site
II. Distribution of Third Party Profits
Distribution of the profits from the sale of promotions to any third party shall
be according to the following formula based on thirty cents ($.30) per
impression, with a minimum of 100,000 plays per mall and a minimum of 25,000
plays per store in the mall:
1. Once the initial fee of $75,000 is paid to RTM, an equal amount of
$75,000 will be paid to GRGI out of the next revenues from the
sweepstakes as follows:
$.05 for tokens to GRGI
$.05 for prizes to RealTIME
$.20 until $75,000 received, then split between GRGI
and RealTIME.
2. A management fee of $5,000 per month will be paid to RTM regardless of
sales of the promotion and shall be due on the first of the month
beginning thirty (30) days from the completion of the development of
the promotion.
3. The retail selling price of the promotion, LESS any costs for prizes,
LESS any mutually agreed upon third party costs and charges which must
be shared, including, but not limited to sales commissions, shall yield
the GROSS PROFITS from such third party sales.
GRGI and RTM shall then divide any such GROSS PROFITS based upon 50% to
RTM and 50% to GRGI.
4. On a quarterly basis GRGI and RTM will reconcile all unused game plays
that expired or the game has concluded due to its termination date. The
unused games (known as breakage) value, based on sold cost will be
divided based upon 50% to RTM and 50% to GRGI.
III. Back-end Games
GRGI and RTM will divide back-end games based upon 50% to RTM and 50% to GRGI.
Back-end games are where the customer has purchased a game for a one-time fee
such as added membership for a group, a subscription, or acquiring a new
customer(s). The cost for each game will be $0.10 with the remaining revenue per
play split as identified.
132
Schedule "B" Page 10 of 10
Fulfillment:
1. In the case of GRGI providing prepaid cards as a prize component within a
promotion, RTM will transmit an electronic PIN number, provided by GRGI, to
Purchasers to activate their products use. This PIN number will be sent to
the Purchaser by e-mail at the same time as their Product is delivered to
their Internet browser.
2. Prizes or free play requests will be fulfilled by RTM according to the
complete official rules of the promotion.
133
