Exhibit 10.23
AGREEMENT made as of March 30, 1999, between Entertainment Boulevard, Inc.
("Netfomercial"), 0000 Xxx Xxx Xxxxxx, Xxxxx 000, Xxxxxx Xxx Xxx, XX 00000
and L.A. Group, Inc. ("Grantor"), with offices at 00 Xxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxx, XX 00000.
The parties hereby agree as follows:
1. Grant of Rights: Grantor hereby grants to Entertainment Boulevard, Inc.
the right to exhibit each infomercial on the Entertainment Boulevard web
site known as "Netfomercial" (xxx.xxxxxxxxxxxx.xxx) an unlimited
number of times during the Licensing Period in the Territory as part of
Netfomercial's Program Service(s). The permission granted in this
Agreement is non-exclusive and Grantor will have no obligation to
refrain from using any infomercial or authorizing others to use them.
(I) "Infomercial" means any audio, visual or audiovisual work or
works listed on Exhibit A which is attached hereto and made a
part hereof, which is the entirety of an audiovisual work owned
and/or being marketed by Grantor.
(II) "License Period" means the two (2) year period commencing upon
initial exhibition of each infomercial. Either party may
terminate this agreement with thirty (30) days written notice at
any time during this term.
(III) "Territory" means the Internet.
(IV) "Netfomercial Program Service(s)" means any of Netfomercial's
affiliated Internet service, as transmitted for reception by its
respective designated affiliates, for viewing by its on line
users.
2. Materials: Immediately upon receipt by Grantor of this Agreement, Grantor
will deliver to Netfomercial, at the above address, a 3/4 inch (3/4")
videotape of the best available quality from which the infomercial can
be duplicated with accompanying stereophonic sound, if available.
Netfomercial will duplicate such 3/4 inch (3/4") videotape solely for
use in connection with this license and the Performance on the
Netfomercial website (xxx.xxxxxxxxxxxx.xxx).
3. Consideration: It is the understanding of the parties that this grant is
being made for the purpose of promoting the product featured in each
Infomercial.
4. Compensation: In exchange for Netfomercial's display of the
Infomercial as defined by Exhibit "A" Grantor shall pay to
Netfomercial a commission from all dollars generated through the sale
of any and all items defined in Exhibit "A". This commission shall be
outlined in Exhibit "A." Grantor shall be responsible for all production
costs involved in the infomercial. Netfomercial shall be responsible
for any costs involved in adapting the Infomercial to the Internet.
Grantor shall be responsible for all product fulfillment.
5. If at any time during the License Period of this Agreement Grantor
designates other website(s) to broadcast Grantor's Infomercials,
Netfomercial shall develop a "pop-up" player for these designated
website(s) which shall be served by Netfomercial. This "pop-up" player
shall broadcast any of the Infomercials available through Netfomercial
that are designated by Grantor. In exchange for this service,
Netfomercial shall receive a mutually agreed upon fee for all products
sold through these designated websites, except for those products sold
which did not involve a viewing of the product(s) through the pop-up
player.
6. Should Grantor choose to use a "pop-up" player on the Ronco site,
Netfomercial will provide this player at no cost, and Grantor will
serve the player on the website (xxx.xxxxx.xxx).
7. Incidental Rights:
Netfomercial shall also have the right for a period of one (1) year
(renewable subject to Grantor's written consent) from the date of
delivery of the Infomercial to use audio and visual (must not be
separated) from the Infomercial as part of its regular, review, special
and/or retrospective Internet programming.
8. Warranties: Grantor hereby warrants and represents that (I) Grantor has
the right to grant all rights granted herein and is free to enter into
and fully perform this Agreement, (II) Grantor has paid or will pay all
charges, taxes, license fees for the exercises of any rights granted
herein, including all reuse or residual payments and related pension and
welfare payments payable to any union or guild and all required
synchronization licenses (III) that there are no pending claims, liens,
charges, restrictions or encumbrances on the Infomercial or on such
rights, and (IV) the exercise of the rights granted herein will not
infringe on any rights of any trademark, unfair competition, contract,
defamation, copyrights, privacy or publicity rights. Grantor will
defend, indemnify and hold Netfomercial harmless from and against any
and all claims, demands, losses, damages or other payments, including
reasonable attorney fees, arising out of any breach of such warranties
and representations. In the event of any claim or service of process
upon Netfomercial involving the indemnification herein before set
forth, Netfomercial shall notify Grantor of the claim. Grantor will
promptly adjust, settle, defend or otherwise dispose of such claim at
its sole cost. If Netfomercial breaches any terms of this Agreement,
they will defend, indemnify and hold Grantor harmless from against any
and all claims, demands, losses, damages or other payments, including
reasonable attorney fees, arising out of any breach of such warranties
and representations. In the event of any claim or service of process
upon Grantor involving the indemnification hereinbefore set forth.
Grantor shall notify Netfomercial of the claim. Netfomercial will
promptly adjust, settle, defend or otherwise dispose of such claim at
its sole cost.
9. Additional infomercials: Netfomercial and Grantor anticipate that they
may, from time to time, wish to enter into additional agreements
relating to the exhibition of Infomercials. Such additional agreements
shall be evidenced by additions to Exhibit A agreed upon by
Netfomercial and Grantor and, unless otherwise specified on such
Exhibit A, shall be upon the same terms and conditions as set forth
herein.
10. Miscellaneous: This agreement contains the entire understanding and
supersedes all prior understanding of the parties hereto relating to the
subject matter hereof, and this agreement cannot be changed or
terminated orally. This agreement and all matters or issues collateral
thereto shall be governed by the laws of the State of New York
applicable to contracts executed and performed entirely therein.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as the
date first specified above.
L.A. Group, Inc. Entertainment Boulevard, Inc.
("Grantor") ("Netfomercial")
/s/ Xxx Xxxxxx /s/ Xxxxxxx Xxxxx
by: Xxx Xxxxxx By: Xxxxxxx Xxxxx
Title: President Title: CEO
EXHIBIT A
Made part of and incorporated into an agreement between Entertainment
Boulevard, Inc. and Ronco, Inc. dated as of March 30, 1999.
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ITEM COMPENSATION PER ITEM ORDERED
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Showtime BBQ $19.00
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Ronco Food Dehydrator $10.00
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Popeli Pasta Maker $30.00
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Ronco GLH Formula #9 $4.00
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Popeli Pocket Fisherman $5.00
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Ronco Dial-O-Matic $1.50
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Ronco Drain Buster $1.00
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Ronco Bagel Cutter $1.50
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Ronco Door Saver $1.00
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Inside Egg Scrambler $1.00
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