EXHIBIT 10.14
July 26, 1999
Mr. Xxxx Xxxxxxx
c/o Mr. O. Xxxx Xxxxx, Xx.
Players Group Inc.
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Re: Agreement between PartMiner, Inc. (the "Company") and Xxxx
Xxxxxxx
Dear Mr. Couples:
This letter will confirm the agreement between us (the "Agreement") as to
the following:
(i) You will make yourself available for not less than three (3) days on
mutually agreed dates designated by the Company that are reasonably convenient
to you to promote the Company and its business (the "Appearances"). We agree
that the location for all such Appearances shall be within the State of
California. Each such Appearance shall be made between the hours of 9:00 a.m.
and 7:00 p.m. and shall consist of at least eight (8) hours, unless otherwise
agreed to by the parties. The first Appearance shall be at the Wescon Trade Show
in San Jose, California on October 20, 1999. The Company will pay all of your
reasonable travel and accommodation expenses incurred in connection with the
Appearances; provided that, any such reimbursement in excess of $1,000.00 shall
require the Company's prior written approval. The Company's obligation to
reimburse you pursuant to this paragraph shall be subject to the presentation to
the Company by you of an itemized account of such expenditures, together with
supporting vouchers or receipts, in accordance with the Company's procedures in
effect from time to time. The Company will advise you as to the proposed dates
for the other two (2) Appearances as soon as possible.
(ii) You hereby grant to the Company a worldwide, nonexclusive license to
use your full and formal name, nicknames, biography, signatures, images,
likenesses and any and all attributes of your personal personality and
appearance ("Celebrity Content") on the Company web site located at
xxx.xxxxxxxxx.xxx (the "Web Site") to promote the Company and its business. This
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promotion shall be in the form of a contest in which customers of the Company
may win a chance to play golf with you, the time and place for such golf outing
to be mutually agreed upon between us. Upon execution of this Agreement, we
shall mutually agree upon a schedule for delivering the Celebrity Content (as
defined above) to the Company, which Celebrity Content will be subject to the
prior review of Mr. O. Xxxx Xxxxx, Xx. or any other authorized designee of the
Players Group Inc. The Company will make any reasonable changes to the Celebrity
Content requested by O. Xxxx Xxxxx, Xx. for the correct representation of your
personal and biographical information, and to ensure your comments in speaking
in support of the Company are consistent.
(iii) The Company will grant to you options to acquire common stock of the
Company pursuant to a nonqualified stock option agreement, such grant to be
effective on the date you execute such nonqualified stock option agreement. The
options shall vest, if at all, commencing on the effective date of the Company's
initial public offering. The options shall be exercisable at a price equal to
the public offering price per share (the "Option Price"). The number of shares
subject to the options shall be an amount equal
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Mr. Xxxx Xxxxxxx July 26, 1999
to $200,000 divided by the Option Price. In the event the Company's initial
public offering consists of units, the Option Price shall be based upon the
portion of the unit price allocable to the Company's common stock, as determined
by the underwriters of the initial public offering at that time.
(iv) This Agreement shall commence on October 20, 1999 and shall
terminate on October 20, 2000.
Nothing in this Agreement shall be construed as granting you any rights of
attribution with respect to the Web Site. You shall not, by virtue of this
Agreement or otherwise, acquire any proprietary rights whatsoever in any aspect
of the Web Site, including, without limitation, any copyrights, trademark rights
and other intellectual property rights inherent therein and appurtenant thereto.
Independently from any consideration to you hereunder, you hereby release the
Company from any claim or cause of action, whether known or unknown, for
defamation, invasion of or right to privacy, publicity or personality or any
similar matter. You agree, in the course of the Appearances and thereafter, that
you will, at no time, take any action or make any statement to the discredit of
the reputation of the Company or its products or services. In like fashion, the
Company also hereby releases you from any claim or cause of action, whether
known or unknown, for defamation, invasion of or right to privacy, publicity or
personality or any similar matter. The Company also agrees that it will at no
time take any action or make any statement to the discredit of your reputation.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR LOST PROFIT
DAMAGES.
It is expressly agreed that you are acting as an independent contractor in
performing the services described herein. The Company shall carry no Worker's
Compensation insurance or any health or accident insurance to cover you. The
Company shall not pay any contributions to Social Security, unemployment
insurance or federal or state withholding taxes, nor provide other contributions
or benefits which might be expected in an employer-employee relationship.
This Agreement shall terminate upon the death, disability or other
incapacity resulting in the inability of you to perform the duties set forth
herein without payment of further compensation. Notwithstanding anything in this
Agreement to the contrary, in the event that you fail to perform all three (3)
Appearances, there will be (i) a pro rata reduction in the number of shares
subject to any unexercised options granted to you, (ii) a refund to the Company
of a pro rata portion of the profits you realize upon the sale of the subject
shares, or (iii) a combination thereof, if applicable. For example, if you fail
to perform one Appearance, either one-third of any unexercised options will be
terminated, one-third of the profits you realize from the sale of the subject
shares will be refunded to the Company, or, to the extent certain options are
unexercised and certain shares have been sold, one-third of the remaining
unexercised options will be terminated and one-third of the profits you realize
from the sale of such shares will be refunded to the Company.
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York. If any part of
this Agreement shall be held to be invalid or unenforceable under the applicable
law, such part shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts of this
Agreement. This Agreement shall be binding upon and inure to the benefit of the
successors and permitted assigns of the parties. Neither party will be permitted
to delegate its duties or assign its rights hereunder without the express
written consent of the other party. This Agreement contains the entire
understanding between us in connection with the subject matter hereof and cannot
be amended except by a written instrument signed by both of us.
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Mr. Xxxx Xxxxxxx July 26, 1999
Please indicate your acceptance of and agreement to the foregoing by
signing in the indicated space below. Please fax me a copy of the executed
original at your earliest convenience and send the executed original to me by
mail.
Thank you.
Very truly yours,
PartMiner, Inc.
/s/ Xxxxxxx Xxxxxx
By:______________________
Xxxxxxx Xxxxxx
Chief Marketing Officer
ACCEPTED AND AGREED:
/s/ Xxxx Xxxxxxx
_____________________________
Xxxx Xxxxxxx
