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EXHIBIT 99.1
LICENSE AGREEMENT
This License Agreement (hereinafter the "Agreement") is made this
2nd day of October, 1997 , by and between GREYHOUND LINES, INC., a
Delaware corporation, (hereinafter "Licensor") and INFO-CENTER, INC.,
a Washington State corporation, (hereinafter "Licensee").
WITNESSETH:
WHEREAS, Licensee is engaged in the business of providing services
with respect to the installation, operation, and maintenance of
wall-unit advertising displays with direct dial phones, wall mountings,
hardware, and wiring (hereinafter referred to as "Info-Center
Directories").
WHEREAS, Licensee desires, and Licensor is willing to grant to
Licensee, the right to install, operate, and maintain Info-Center
Directories in Licensor's owned and leased bus terminal facilities upon
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises hereof, the
mutual promises and agreements contained herein, and the payments to be
made to Licensor by Licensee as set forth herein, the parties hereto
intend to be bound and hereby agree as follows:
Section I
Term of Agreement
1.1 This Agreement shall be effective for a period of five (5)
years commencing on February 15, 1998, and shall continue in full force
and effect until February 15, 2003 (the "Original Term") and shall then
renew for a period of a further five (5) years (the "First Renewal
Term") and for a subsequent period of a further five (5) years (the
"Second Renewal Term") subject, however, to any provision of this
Agreement.
Section 2
Scope of Agreement
2.1 Licensor hereby grants to Licensee, subject to the terms and
conditions stated herein, the sole right to install, service, maintain,
and operate Info-Center Directories in Licensor's bus terminal
facilities as listed in Exhibits "X," "X" and "C" attached hereto and
made a pail hereof. Said Exhibits may be amended from time to time by
a mutual agreement of the parties and so indicated by a writing signed
by both parties. Said Info-Center Directories shall be installed at
locations within Licensor's bus terminal facilities as directed by
Licensor's local representative. Licensee will furnish at its sole cost
and expense all labor, supervision, and materials necessary for the
installation, maintenance, and operation of each Info-Center Directory.
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2.2 Licensee agrees to install at each facility chosen for
installation listed in Exhibits "X," "X" and "C," at Licensee's sole
cost and expense, one (1) Info-Center Directory consisting of an
approximately 20 square feet in area by 1 foot depth wall-unit with an
illuminated advertising display board with map and direct dial phone.
Licensee will not replace said Info-Center Directories with any other
equipment without Licensor's prior written consent.
2.3 Licensee agrees at its sole cost and expense to service,
repair or replace any part of any Info-Center Directory within
forty-eight (48) hours after receipt of notice, written or otherwise,
from Licensor of the need for such service, repair, or replacement.
2.4 Licensee agrees, at its sole cost and expense, to install and
maintain, or cause to be installed and maintained, the necessary
telephones, telephone lines, and interconnecting couplers through local
telephone companies. Licensee shall be solely responsible for the
payment of monthly telephone service charges and long distance charges,
if any.
Section 3
Ownership of Equipment
3.1 Subject to the provisions of Section 11, all Info-Center
Directories shall remain the sole property of Licensee. Licensee
wan-ants that the installation, service, maintenance, and operation of
any and all Info-Center Directories hereunder shall not give rise to
any third-party claim, demand, or lien against any of Licensor's
property, and Licensee agrees to indemnify, save, hold harmless, and
defend Licensor from any such third-party claim, demand, or lien.
Section 4
Right of Access
4.1 Licensee's employees and agents shall have the right to enter
upon the premises of Licensor during Licensor's normal business hours
for the purpose of installing, servicing, maintaining, and operating
the Info-Center Directories, and Licensee shall, in the performance of
its duties hereunder, be under such regulations as Licensor may
prescribe with respect to Licensee's entrance upon Licensor's premises.
Section 5
Commission Payments
5.1 In consideration of the rights herein granted, Licensee shall
pay to Licensor the following commission payments commencing upon the
installation of an Info-Center Directory pursuant to the terms of this
Agreement:
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(a) For those locations listed in Exhibit "A" (including
any locations which may be added to Exhibit "A"), Licensee
agrees to pay Licensor the sum of Three Hundred and Sixty-seven
and 50/100 Dollars ($367.50) per month.
(b) For those locations listed in Exhibit "B" (including
any locations which may be added to Exhibit "B"), Licensee
agrees to pay Licensor the sum of One Hundred and Fifty-seven
and 50/100 Dollars ($157.50) per month.
(c) For those locations listed in Exhibit "C" (including
any locations which may be added to Exhibit "C"), Licensee
agrees to pay Licensor the sum of Fifty and no/ 100 Dollars
($50.00) per month.
5.2 All of the above described commission payments shall
increase four (4%) percent at the commencement of the First Renewal
Term and an additional four (4%) percent (based on the commission
payment during the First Renewal Term) at the commencement of the
Second Renewal Term.
5.3 All commission payments payable hereunder shall be made in
U.S. dollars and shall be paid in advance on the first day of each
calendar month.
5.4 Licensee shall forward each monthly commission payment due
hereunder via U.S. mail to Greyhound Lines, Inc., Accounts Receivable
Dept., 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000, or at
such other address as Licensor may from time to time designate by
written notice to Licensee.
Section 6
Loss, Dam Damage, and Theft
6.1 Licensor shall make reasonable efforts to protect Info-Center
Directories from, but shall not be responsible for, any loss,
damage, or theft of said Info-Center Directories.
Section 7
Indemnification and Insurance
7.1 Licensee shall indemnify, save, hold harmless, and defend
Licensor, its subsidiaries and affiliates and their directors,
officers, employees, agents, and subcontractors with respect to any
claims or demands, actions, damages, costs, and expenses (including,
without limitation, attorneys' fees and costs of litigation) arising
from the death of or injury to any person whomsoever, or any loss,
damage, or destruction of any property whatsoever, resulting directly
or indirectly from the installation, existence, servicing,
maintenance, or operation of any Info-Center Directory at any of
Licensor's bus terminal locations.
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7.2 Licensee shall indemnify, save, hold harmless, and defend
Licensor, its subsidiaries and affiliates and their directors,
officers, employees, agents, and subcontractors from and against any
and all royalties, damages, claims, suits, judgments, and costs
arising from any actual or alleged patent, copyright, trademark, or
trade secret infringements or violations that may arise in connection
with the installation, existence, servicing, maintenance, or
operation of any Info-Center Directory at any of Licensor's bus
terminal locations.
7.3 Licensee agrees to obtain and keep in force, at its sole
cost and expense, throughout the term of this agreement in a form and
with a company satisfactory to Licensor, the following policies of
insurance;
(a) Commercial General Liability Insurance with combined
single limits of not less than $1,000,000.
(b) Contractual Liability Insurance underwriting the
indemnification, hold harmless, and insurance provisions of this
agreement with combined single limits of not less than
$1,000,000.
(c) Comprehensive Automobile Liability Insurance providing
coverage for owned, non-owned, hired, contracted, and leased
vehicles of Licensee with combined single limits for injury or
damage in any one accident of $500,000.
(d) Workers' Compensation Insurance in the amounts
required by applicable state laws governing Licensee's
operations or evidence that such insurance is not required.
Licensee further agrees to name Licensor as an additional
insured on the Comprehensive General Liability, Contractual
Liability, and Comprehensive Automobile Liability polices, provided,
however, that such insurance shall contain provisions to the effect
that the naming of Licensor as an additional insured shall not affect
any recovery to which Licensor would be entitled under the policy if
it were not so named, and, that the insurance is primary and shall be
without contribution from any similar insurance effected by Licensor.
Certificates of Insurance verifying each of the above
conditions, and providing for thirty (30) days prior written notice
of any cancellation or reduced coverage, shall be submitted to
Licensor within thirty (30) days of the execution of this Agreement.
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Section 8
Fees, Taxes, and Public Authorities
8.1 Licensee agrees to pay all personal property and other taxes
ad license fees assessed against the Info-Center Directories or
against the installation, servicing, maintenance, and operation of
same, and to fully comply with and abide by all laws, rules,
ordinances, and regulations of public authorities having jurisdiction
thereof.
8.2 It is further agreed that if any question shall be raised by
any public authority, or any ordinance or statute shall be passed
raising any question as to the legality or lawfulness of any
Info-Center Directory which is not resolved by Licensee within a
reasonable period of time therefrom, Licensor shall have the right to
direct Licensee to remove said Info-Center Directly from Licensor's
bus terminal facilities. If Licensee does not comply with Licensor's
request to remove any Info-Center Directory for said reasons,
Licensor may itself remove or cause to be removed the said Info-Center
Directory. Licensor shall promptly return to Licensee any and
all items removed by Licensor under the terms of this Section,
subject however to the provisions of Section 11.
Section 9
Displays and Advertisements
9.1 It is agreed that Licensee shall provide and display without
cost to Licensor a map of the city in which each Info-Center
Directory is placed. The said map shall measure approximately 24
inches in width, 11 inches in height, and shall be situated at the
center of the display located immediately above the telephone of the
Info-Center Directory.
9.2 It is agreed that one advertising section on the illuminated
display of each Info-Center Directory installed at Licensor's bus
terminal, facilities shall be provided, at no cost to Licensor, for
Licensor's own advertisement regarding its business. Said advertising
section shall be located in a prominent position, to be approved by
both Licensor and Licensee.
9.3 It is further agreed that no other signs, legends, posters
other than a display sign, display section, or operating instructions
shall be affixed to or displayed upon any Info-Center Directory by
either party hereto without prior written approval of the other
party. No other advertisements of any kind shall be erected or
displayed by the Licensee in or upon Licensor's bus terminal
facilities without prior written consent of Licensor.
9.4 Licensee shall use its best efforts to sell all available
advertising sections on each Info-Center Directory, subject to those
sections expressly reserved by Section 9.1 and Section 9.2 hereof. In
the event that advertising sections remain unsold, Licensee shall
fill such sections with other appropriate advertisements, pictures,
diagrams, or logos.
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9.5 Licensee shall not place or cause to be placed in or on the
Info-Center Directories any advertisement or notice which Licensor
deems objectionable, including, but not limited to, any advertisement
or notice concerning alcoholic beverages, tobacco products, drug or
sex paraphernalia, "striptease" or topless establishments, "adult
bookstores," nude modelling studios, escort services, and massage
parlors. Licensee shall remove any such advertisement or notice that
Licensor finds objectionable within 24 hours of notice, written or
otherwise, from Licensor.
Section 10
Exclusivity
10.1 Licensor hereby agrees that the right, license, and
privilege granted herein is given exclusively to Licensee in those
locations listed on Exhibits "X," "X" and "C" of this Agreement.
Licensee shall have the first right of refusal for the installation
of an Info-Center Directory in any of Licensor's North American
operations in which the right to such installation or similar
installation is offered by Licensor.
10.2 The exclusive right, license, and privilege granted herein
terminates with respect to all locations listed in Exhibits "X," "X"
and "C" upon the termination of this Agreement.
10.3 The rights, licenses, and privileges granted herein are
limited and non-transferable and shall confer no other rights upon
each party other than is set forth in this Section 10.
Section 11
Removal of Equipment
11.1 Upon termination of this Agreement for any reason, Licensee
shall within five (5) business days remove all Info-Center Directors
from each of Licensor's bus terminal facility and shall restore the
area of the equipment removal to the same condition as existed prior
to the installation of the Info-Center Directors. Unless prior
written consent is given by Licensor to the contrary, any Info-Center
Directory remaining in Licensor's bus terminal facilities after five
(5) business days from the date of termination of this agreement
shall be deemed to have been abandoned by Licensee and shall become
the sole property of Licensor.
Section 12
Right to Terminate
12.1 Notwithstanding the term granted herein, Licensor shall
have the right to terminate this Agreement with respect to any
certain location listed in Exhibits "X," "X" or "C" at the end of any
calendar month upon ninety (90) days written notice to Licensee if
any of the events described in paragraphs (a)-(d) occur, and thirty
(30) days written notice in the event of a default by Licensee as
described in paragraph (e):
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(a) if the Licensor shall sell or lease the building or
any part thereof and Licensor cannot relocate its use or need of
any affected Info-Center Directory location;
(b) if the Licensor shall sell or sever any part of its
estate in the land that affects the Info-Center Directory
location;
(c) if the Licensor makes or plans to make any
alterations, improvements, or modifications to the building
which makes the use of an Info-Center Directory impracticable;
(d) if the Licensor shall elect to discontinue the use of
the building for operations of a bus terminal; or
(e) if the Licensee defaults with respect to its
obligations concerning any Info-Center Directory installed in
any location listed in Exhibits, "X," "X" or "C" and if Licensee
has not remedied such default prior to the expiration of thirty
(30) days from the date upon which written notice was received
of the default.
Section 13
Rights Upon Default
13.1 If Licensee defaults in the payment of any deposit or
commission hereunder or if Licensee defaults in the performance of
any other provision, covenant, or condition of this Agreement,
Licensor may, if it so elects, terminate this agreement in whole or
in part upon thirty (30) days written notice to Licensee subject to
the right to remedy defaults as set forth in Section 12.1 (e).
Section 14
Notices
14.1 All notices from either party to the other required
hereunder, except for notice required under Section 2.3 or Section
9.3, shall be in writing and delivered either personally, by a
nationally recognized carrier service, or by certified mail, return
receipt requested, and also by telecopier, dispatched at the same
time as the dispatch of the personal delivery or certified mail. Any
such notice, request, or other communication shall be deemed to have
been given on the date of personal delivery or, if mailed, on the
date of mailing. All communications shall be addressed as follows:
If to Licensor:
Greyhound Lines, Inc.
Customer Service Department
X.X. Xxx 000000
Xxxxxx, Xxxxx 00000-0000
Telecopier No.: (to be supplied)
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If to Licensee:
Info-Center, Inc.
X.X. Xxx 0000
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier No.: 0-000-000-0000
14.2 The addresses to which any such written communication may
be given or sent to either party may be changed by ten (10) days
written notice given by such party as provided above.
Section 15
Assignment
15.1 Neither party may assign its rights or obligations under
this Agreement without the prior written consent of the other party.
It is further agreed that any assignment hereof, whether voluntary,
by operation of law, or otherwise, without the prior written consent
of the other party shall be void and at the option of the non--
assigning party this Agreement shall terminate. Any rights and
obligations under this Agreement with respect to Licensor shall also
apply to Licensor's subsidiaries, and such rights and obligations
created in Licensor's subsidiaries shall not be deemed to be an
assignment under this Agreement.
Section 16
Binding Effect
16.1 This Agreement shall be binding upon and inure to the
benefit of each party hereto and their respective permitted
successors and permitted assigns.
Section 17
Governing Law
17.1 THIS AGREEMENT SHALL BE GOVERNED BY, AND ITS PROVISIONS
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The
parties hereto agree and consent to subject any dispute pursuant to
this Agreement to the applicable Federal and State Courts with
jurisdiction in Texas closest to the place of business of the
Licensor.
Section 18
Invalid Provisions
18.1 In the event any provision of this Agreement shall be
declared or determined by a court of law to be invalid,
unenforceable, or in conflict with applicable law, then the validity
of the other terms and provisions of this Agreement shall not be
deemed to be adversely affected but shall remain in full force and
effect.
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Section 19
Amendment and Waive
19.1 No amendment or waiver of any provision of this Agreement,
and no consent to any departure herefrom, shall be effective or
binding unless and until set forth in a writing signed by each party,
and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was
given. No notice or any other communication given by one party to the
other party shall be construed to be or constitute an approval or
ratification by the other party of any matter contained or referred
to in such notice, unless the same be consent to by the other party
in writing.
Section 20
Entire Agreement
20.1 This Agreement, together with the Exhibits attached hereto,
constitutes the entire agreement between the parties, and there
exists no other written or oral understandings, agreements or
assurances with respect to any matters except as set forth herein.
20.2 Unless expressly stated, this Agreement confers no rights
on any person or business entity that is not a party hereto.
Section 21
Attorneys' Fees
21.1 If either party named herein brings an action to enforce
the terms of this Agreement or to declare rights hereunder, the
prevailing party in any such action, on trial or appeal, shall be
entitled to reasonable attorneys' fees to be paid by the losing party
as fixed by the court.
Section 22
Relationship of Parties
22.1 This Agreement does not create the relationship of
principal and agent or partnership or joint venture, or of any
association other than that of licensor and licensee.
Xxxxxxx 00
Xxxxx Xxxxxxx
23.1 Either party named herein shall be excused from the
performance of its obligations hereunder for such period as either
party is prevented from performing same by reason of an Act of God,
act of war, riots, fuel boycott or embargo, labor disputes or
lockout, labor strikes, act of the other party, governmental
restrictions or prohibitions, and any other unforeseeable cause
beyond the party's control.
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Section 24
Attachments, Headings, and Terms
24.1 All attachments and exhibits referred to herein are hereby
incorporated by reference and made a part of this Agreement. The
headings and underscorings contained herein are for convenience
purposes only and shall not be used to interpret or define nor be
deemed to extend or limit the specific sections. The word or words
enclosed in quotation marks shall be construed as defined terms for
purposes of this Agreement. The terms "Licensor" and "Licensee" shall
be construed to mean, when required by context, the affiliates,
subsidiaries, directors, officers, employees, invitees, contractors,
materialmen, servants, and agents of Licensor and Licensee.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above to be effective for the
period set forth in Section 1 above.
GREYHOUND LINES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Title: Director Customer Operation
(000) 000-0000
INFO-CENTER, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx
Title: President
EXHIBIT "A"
Location
1. Chicago, IL
2. Los Angeles, CA
3. Miami, FL
4. Xxxxxxx, XX
0. Xxxxxxxxxx, XX
EXHIBIT "B"
Location
1. Las Vegas, NV
2. Nashville, TN
3. Xxx Xxxxx, XX
0. Xxxxxxx, XX
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EXHIBIT "C"
1. Anaheim, CA
2. Salt Lake City, UT
3. Atlanta, GA
4. Columbus, OH
5. Austin, TX
6. Tallahassee, FL
7. Daytona Beach, FL
8. Dallas, TX
9. Denver, CO
10. Corpus Christi, TX
11. Xx Xxxx, XX
00. Xxxx Xxxxx, XX
13. Ft Lauderdale, FL
14. Laredo, TX
15. Jacksonville, FL
16. Houston, TX
17. Minneapolis, MN
18. Cincinnati, OH
19. Philadelphia, PA
20. St. Louis, MO
21. Phoenix, AZ
22. Indianapolis, IN
23. Portland, OR
24. Kissimmee, FL
25. Reno, NV
26. Albuquerque, NM
27. Sacramento, CA
28. Atlantic City, NJ
29. San Antonio, TX
30. Milwaukee, WI
31. Tampa, FL
32. Flagstaff, AZ
33. Tucson, AZ
34. Baltimore, MD
35. Kansas City
36. Detroit
