MEMORANDUM OF UNDERSTANDING
NTN DEVELOPMENT LOCATION USAGE AND LICENSE AGREEMENT
BETWEEN
GALAXY ENTERTAINMENT INC, a corporation incorporated under
the laws of the Province of Ontario, having its principal
place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx, X0X 0X0 (hereinafter "GE")
AND
URBANALIEN, a limited partnership duly existing and
organized under the laws of INSERT having its main
operational offices at 0000 XXXXXXX XXXX, XXXXXXXXXXX,
XXXXXXX, X0X 0X0, T: 905 629 0455, (hereinafter "UA")
WHEREAS
A. GALAXY ENTERTAINMENT operates one of the premier
exhibition chains in Canada with numerous locations, and has
rights, within Canada, to, and offers, content in the form
of, stills, merchandise and other types of feature film
related marketing content,
B. URBANALIEN desires to design, and develop ,install, and
operate interactive web-enabled multi-media advertising and
merchandising kiosks (the "UA Network") with the assistance
of GALAXY ENTERTAINMENT, which will be located at the
Peterborough Galaxy Cinema, 000 Xxxxx Xxxxxx, X0X 0X0, in
accordance with the terms and conditions of this Agreement;
and
C. GALAXY ENTERTAINMENT desires to assist URBANALIEN,
subject to the terms and conditions of this Agreement, in
the marketing and promotion of the UA Network and Initial
Deployment;
D. The parties herein agree that this Memorandum of
Understanding and the terms herein shall not be legally
binding on either of the parties herein, and that the intent
of this memorandum is to clarify discussions between the
parties and it is the intent of the parties herein to enter
into a legally binding joint venture agreement on or before
the 8th day of May, 2002.
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1.0 Definitions
The following capitalized terms have the meaning
described below:
(a) "CONTENT" means forms of promotional video
trailers, stills, merchandise and other types of
feature film related marketing content, as it exists as
of the date of this Agreement and any additions,
modifications or enhancements made thereto by agreement
between GALAXY ENTERTAINMENT and URBANALIEN;
(b) "URBANALIEN NETWORK"; means interactive kiosks with
Internet access installed at various locations with the
purpose of delivering content, merchandise and
advertising.
(c) "AUTHORISED CONTENT USAGE"; means that portion of
the interactive application developed by URBANALIEN for
delivery over the URBANALIEN Network that allows users
to preview and select film related marketing material
and other film-related content as provided with
agreement with GE and use of the Content to promote the
URBANALIEN Network as agreed with GE, that agreement
not be unreasonably withheld.
2.0 URBANALIEN's Technical Duties and Responsibilities
(a) URBANALIEN shall be responsible, at its sole cost
and expense, for the development of the software
("Software") necessary to enable the use of the
URBANALIEN application on the URBANALIEN Network.
(b) URBANALIEN, beginning on the agreed date, will at
its sole cost and expense install and operate two (2)
kiosks which will be located in the Peterborough Galaxy
Cinema location as per this Agreement,
(c) Maintenance and error corrections to the Software
and the URBANALIEN Network during the Term shall be the
responsibility of URBANALIEN and will be performed at
URBANALIEN's sole cost and expense.
(d) GALAXY ENTERTAINMENT shall be entitled to a direct
link to its website, on the URBANALIEN application for
display on the kiosks located within the Location.
GALAXY ENTERTAINMENT shall be responsible, at its own
expense, for ensuring that it owns or hold all
necessary licenses to all intellectual property rights
in the Content. GALAXY ENTERTAINMENT shall be
responsible, at its own expense, for any repurposing of
the GALAXY ENTERTAINMENT Content only required for
distribution on the URBANALIEN Network.
3.0 GALAXY ENTERTAINMENT's Technical Duties and
Responsibilities
(a) GALAXY ENTERTAINMENT will make available to
URBANALIEN in respect of the area and certain agreed
space within each site, to be clear, for the initial
deployment within the Peterborough Galaxy Cinema
location, 000 Xxxxx Xxxxxx, X0X 0X0, to be used for the
installation and operation of kiosks by URBANALIEN.
GALAXY ENTERTAINMENT and URBANALIEN shall cooperate in
good faith with each other to approve the design
configuration and layout of each kiosk, with a view
toward maximizing available space and
telecommunications accessibility for the kiosks within
each agreed space.
(b) GALAXY ENTERTAINEMTN will grant to URBANALIEN
exclusivity in respect of the installation and
operation of interactive web-enabled multimedia
terminals in the agreed Peterborough Galaxy cinema
location
(c) To ensure that their association is as effective as
possible, URBANALIEN and GALAXY ENTERTAINMENT shall
communicate regularly, on a mutually agreed to
schedule, to discuss film release schedules,
promotional events, merchandising initiatives and other
similar issues. Canada.
(d) To ensure that their association is as effective as
possible, URBANALIEN and GALAXY ENTERTAINMENT shall
communicate regularly, on a mutually agreed schedule to
discuss data and information, including traffic
information, generated by any kiosks located within the
Locations. All such data and information shall
constitute confidential information and shall be
treated as such by URBANALIEN and GALAXY ENTERTAINMENT.
This kiosk usage data will remain the property of
URBANALIEN.
4.0 Terms
The term will commence with a sixty (60) day initial
deployment period, with a xxxxx (30) day review,
beginning on March 8 2002, the Effective Date,
URBANALIEN will, at its sole cost and expense, design,
create, install and operate two (2) Kiosks which will
be located in the lobbies of the movie theatre at the
Galaxy Peterborough cinema location. Each Kiosk will be
fully installed and operational within thirty (30)
calendar days following the Effective Date. Upon a
satisfactory test and Urbanalien meeting criteria
outlined by Galaxy theaters both URBANALIEN and GALAXY
ENTERTAINMENT will make efforts to enter a joint
venture agreement on mutually agreed terms which shall
include deployment of the URBANALIEN Network into all
Galaxy Entertainment locations.
5.0 Fees
No fee shall be payable either by URBANALIEN or by
GALAXY ENTERTAINMENT for the authorized use of the
agreed space or for Content as part of this agreement,
6.0 Effective Date
The Term of this Agreement shall commence on
March 8, 2002.
7.0 Termination clause
(a) In the event of the bankruptcy or the appointment
of a receiver over the affairs of a party, the winding-
up of a party or the taking of steps to dissolve or
liquidate a party, or any similar or like event, the
other party shall be permitted to terminate this
Agreement upon notice to such party, effective as of
the date such notice is delivered.
(b) In addition to the foregoing, URBANALIEN and GALAXY
ENTERTAINMENT shall each also have the right to
terminate this Agreement upon thirty- (30) days prior
written notice in the event
8.0 Reciprocal Indemnity
Each of GALAXY ENTERTAINMENT and URBANALIEN agree to
indemnify and hold the other harmless from and against
any and all claims, damages, liabilities, expenses and
costs (including reasonable solicitors' fees and
related costs in connection with settlement or defense
thereof) arising out of the breach by the other of any
representation, warranty or obligation made hereunder.
The party entitled to indemnification hereunder shall
notify the other party hereto in writing of the claim
of action of which such indemnification applies. The
party so notified shall undertake the defense of any
such claim or action and permit the indemnified party
to participate therein at its own expense. The
settlement of any such claim or action by the
indemnifying party shall not release it from its
obligations hereunder with respect to such claim or
action so settled.
9.0 Notices
Any demand, notice or other communication to be given
in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by
registered mail or by electronic means of communication
addressed to:
For GALAXY ENTERTAINMENT INCORPORATED
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Contact Name Xxx XxXxxxx
Phone Number 000 000 0000
e-mail Xxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx
For URBANALIEN
URBANALIEN
0000 Xxxxxxx Xxxx
X0X 0X0
Xxxxxxxxx: V.P Strategic Relations and/or General
Counsel
Phone: 000 000 0000
Facsimile: 000 000 0000
9.4 Complete Agreement
This Agreement sets forth the entire, final and complete
understanding between the parties hereto relevant to the
subject matter of this Agreement, and it supersedes and
replaces all previous understandings or agreements,
written, oral or implied, relevant to the subject matter
of this Agreement, made or existing, before the date of
this Agreement. Except as expressly provided by this
Agreement, no modification of any of the terms or
conditions of this Agreement shall be effective unless
in writing and signed by both parties.
9.5Confidentiality
The terms and conditions of this Agreement, other than
the existence and duration, shall be kept confidential
by the parties hereto and shall not be disclosed by
either party to any third party except as may be
required by any court order or governmental agency, and
except to a party's accountants, auditors, and legal
counsel. Neither party shall furnish to any third party,
firm nor corporation any information as to the methods
employed in the business of the other party hereto.
In witness whereof, the parties have initialed and
signed this Agreement (and its Appendices) on the date
and in the place set out below and each of the parties
acknowledges receiving an original hereof.
Place and date Place and date
______________________________ _____________________________
URBANALIEN GALAXY ENTERTAINMENT
By: By:__________________________
______________________________
Name: Xxxxxxx Xxxxxxxxx Name: Xxx XxXxxxx
Title: President Title: Executive Vice
President
