EXHIBIT 10(l)
HOTELVIEW VIDEO LIBRARY
LICENSING AGREEMENT
BY USE OF THIS PRODUCT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS
1. DEFINITIONS.
a. "AGREEMENT" means the agreement between Company and Travel
Agency.
a. "BUSINESS" means producing, developing, marketing and
distributing "Libraries" depicting the specific characteristics and
amenities of hotels and resorts.
b. "BUSINESS MATERIALS" means any and all written or otherwise
recorded matter, such as business forms, relating to the conduct of
business concerning the Licensed Products.
c. "COMPANY" means HotelView Corporation.
e. "LIBRARY" means hotel specific travel-related video information
containing the Vignettes.
f. "LICENSED PRODUCTS" or "PRODUCTS" means the "Vignettes" and the
"Libraries."
g. "LICENSED PROPERTY" means any and all of the following assets in
which the Company owns or controls the licensable rights, and which the
Company conceived, created, developed or obtained, alone or with
the assistance of others:
i. Any and all "Vignettes"; "Libraries"; "Marketing and
Business Materials"; and "Marks."
ii. Any and all "Proprietary Rights" relating to the "Licensed
Property".
e. "LOCATION" means the Travel Agency's Location, as defined in the
Agreement.
h. "MARKETING AND BUSINESS INFORMATION" means any and all
knowledge, data, know-how and written or otherwise recorded matter
relating to the promotion or conduct of business concerning the "Licensed
Products".
i. "MARKETING MATERIALS" means any and all written or otherwise
recorded matter relating to the promotion of the "Licensed Products."
j. "MARKS" means any and all trademarks, service marks, trade names
and other designations and indicia which could be used in connection with
the "Licensed Products."
k. "PROPRIETARY RIGHTS" means any and all rights and privileges
provided under the trademark, copyright, trade secret and other laws of
the United States, the individual states thereof, and jurisdictions
foreign thereto, and the goodwill associated therewith.
l. "VIGNETTES" means a short, concise video brochure depicting the
specific characteristics and amenities of high quality hotels and resorts
in a video disc format.
2. AGREEMENT FOR LICENSED PRODUCTS AND LICENSE GRANTS.
a. The Company agrees to provide the Licensed Products for the Travel
Agency and Travel Agency agrees to accept such Licensed Products and agrees to
compensate Company for those products, as set forth more fully on the Agreement.
b. The Company agrees to grant to Travel Agency, the limited
non-exclusive, personal, non-assignable right and license to use the Licensed
Property under the Proprietary Rights, with no right to grant sublicenses
without the prior written consent of Company, and the Travel Agency hereby
undertakes to use the Licensed Property at the Location, in the manner and for
the term as set forth herein.
c. The Company agrees to grant to Travel Agency, the non-exclusive right
to make copies on video tape only of any of the Vignettes for use solely by
their clients, which copies shall bear the following copyright notice:
(C)[Date] HotelView Corporation
The Travel Agency, in its sole discretion, may charge its
clients for the Vignettes and the Company shall not receive any remuneration
from the Travel Agency for this service.
3. QUALITY CONTROL.
a. Travel Agency shall only use Licensed Property in the manner provided
by this Agreement; provided however that the Travel Agency may use other forms
of the Licensed Property if:
i. Travel Agency submits to the Company a sample of such
other form; and
ii. Company provides the Travel Agency with prior written
approval of such other form.
b. Approval by Company shall not constitute waiver of the Company's
rights or Travel Agency's duties under any provision of this Agreement.
c. At any time the Licensed Products or any related promotional
materials do not meet Company's approval or the standards of quality Company may
establish from time to time, Company shall have the right to require Travel
Agency to discontinue marketing, and promoting and use of the Licensed Products
and related promotional materials and use of the Licensed Property in
conjunction therewith, unless modifications satisfactory to Company are made
within thirty (30) days from notice by Company and acknowledged by the Company
in writing.
d. Travel Agency agrees that the essence of this Agreement is founded on
the goodwill associated with the Licensed Property and the value of such
goodwill in the minds of the consuming public. Travel Agency also agrees that
the Company is the sole creator of the Licensed Property. Therefore, Travel
Agency shall not use the Licensed Property or any reproduction thereof in any
advertising, instructional, informational or promotional material or in
connection with the Licensed Products in such a manner which may detract from or
impair the integrity, character, and dignity of the Licensed Property or reflect
unfavorably upon Company. Travel Agency further agrees that it shall not use the
Licensed Property in connection with sweepstakes, alcoholic beverages,
lotteries, games of chance, or any type of similar promotion reflecting
unfavorably upon Company until and unless the Company grants its prior written
approval thereto.
4. LABELING.
a. Travel Agency agrees that it will cause to appear in connection with,
any of the Licensed Products on or within all advertising, instructional,
informational, promotional or display material bearing the Licensed Property all
required legal notices as required pursuant to all federal and international
copyright and trademark laws and as required by the Company.
b. Travel Agency agrees that its use of such Licensed Property shall
inure to the benefit of Company and that Travel Agency shall not at any time
acquire any rights in such Licensed Property by virtue of any use it may make of
such Licensed Property.
5. MARKETING OF TRAVEL AGENCY BY COMPANY.
Company shall have the right, but shall not be under any
obligation, to use the Licensed Property and/or the name of Travel Agency so as
to give the Licensed Property, Travel Agency, Company and/or Company's programs
full and favorable prominence and publicity.
6. PROPERTY RIGHTS.
a. Company shall be the owner of the entire right, title and interest
in and to the Licensed Property.
b. Travel Agency does hereby agree that all rights created by or arising
from Travel Agency's use of the Licensed Property shall be and remain the sole
and exclusive property of Company.
c. Company shall be the owner of the entire right, title and interest in
and to any and all Proprietary Rights relating to Marketing Materials, Business
Materials, Marketing and Business Information and Marks originated, conceived,
created or developed by Company alone or with the assistance of others,
including, but not limited to, Travel Agency.
d. Company shall be the owner of the entire right, title and interest in
and to any and all Proprietary Rights relating to any derivative works of the
Licensed Property originated, conceived, created or developed by Travel Agency
alone or with the assistance of others.
e. Travel Agency agrees to cooperate fully and in good faith with
Company for the purpose of securing and preserving Company's (or any grantor of
Company's) rights in and to the Licensed Property. In the event there has been
no previous registration of the Licensed Property and/or any material relating
thereto, Travel Agency shall, at Company's request and expense, register such as
a copyright, trademark and/or service xxxx in the appropriate class, in the name
of Company or, if Company so requests, in Travel Agency's own name. However, it
is agreed that nothing contained in this Agreement shall be construed as an
assignment or grant to the Travel Agency of any right, title or interest in or
to the Licensed Property, it being understood that all rights relating thereto
are reserved by Company, except for the license hereunder to Travel Agency of
the right to use and utilize the Licensed Property only as specifically and
expressly provided in this Agreement.
f. To preserve Company's identification with the Licensed Property
and to avoid confusion of the public, Travel Agency agrees not to associate
other characters and/or personalities with the Licensed Property hereunder in
connection with the Licensed Products or the advertising or display thereof on
which the Licensed Property is used, except that Travel Agency shall have the
right to advertise or display the Products in connection with any other services
provided by Travel Agency.
7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
a. NON-DISCLOSURE. The Travel Agency acknowledges that Company's trade
secrets, private or secret processes, methods and ideas, as they exist from time
to time, customer lists, training and marketing videotapes, and information
concerning Company's Licensed Property and Licensed Products (the "Confidential
Information") are valuable, special and unique assets of Company. In light of
the highly competitive nature of the industry in which the Company's business is
conducted, the Travel Agency agrees that all Confidential Information,
heretofore or in the future obtained by the Travel Agency as a result of the
Travel Agency's association with Company, shall be considered confidential. In
recognition of this fact, the Travel Agency agrees that the Travel Agency will
never use or disclose any such Confidential Information for the Travel Agency's
own purposes or for the benefit of any person or other entity or organization
(except Company) under any circumstances unless such Confidential Information
has been publicly disclosed generally or unless upon written advice of legal
counsel reasonably satisfactory to Company, the Travel Agency is legally
required to disclose such Confidential Information. Documents prepared by the
Travel Agency or that come into the Travel Agency's possession during the Travel
Agency's association with Company are and remain the property of Company, and
when this Agreement terminates, such Documents shall be returned to Company.
b. COVENANTS AS ESSENTIAL ELEMENTS OF THIS AGREEMENT. It is understood
by and between the parties hereto that the foregoing covenants, as described in
this Section 7, are an essential element of this Agreement, and that but for the
agreement by the Travel Agency to comply with such covenant, Company would not
have agreed to enter into this Agreement. Such covenant by the Travel Agency
shall be construed to be an agreement independent of any other provisions of
this Agreement. The existence of any other claim or cause of action, whether
predicated on any other provision in this Agreement, or otherwise, as a result
of the relationship between the parties shall not constitute a defense to the
enforcement of such covenant against the Travel Agency.
c. SURVIVAL AFTER TERMINATION OF AGREEMENT. Notwithstanding anything
to the contrary contained in this Agreement, the covenants in this Section 7
shall survive the termination of this Agreement.
d. REMEDIES. The Travel Agency acknowledges and agrees that Company's
remedy at law for a breach or threatened breach of any of the provisions of
Section 7 herein would be inadequate and the breach shall be per se deemed as
causing irreparable harm to Company. In recognition of this fact, in the event
of a breach by the Travel Agency of any of the provisions of this Section 7, the
Travel Agency agrees that, in addition to any remedy at law available to
Company, including, but not limited to monetary damages, all rights of the
Travel Agency to payment or otherwise under this Agreement and all amounts then
or thereafter due the Travel Agency from Company under this Agreement may be
terminated and Company, without posting any bond, shall be entitled to obtain,
and the Travel Agency agrees not to oppose Company's request for equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available to Company.
e. ATTORNEYS' FEES. The Travel Agency agrees that in the event that
Company is required to engage an attorney to enforce the terms of the covenant
in Section 7(a) of this Agreement, the Travel Agency shall pay all costs and
expenses, including a reasonable attorneys' fee for Company's attorneys, whether
or not a lawsuit is filed, and in the event an action is filed, Company shall be
entitled to payment of such attorneys' fees, expenses and costs at all trial and
appellate levels.
BY USE OF THIS PRODUCT, YOU AGREE TO THE ABOVE TERMS AND CONDITIONS
