REGIONAL MEDIA PARTNER
PROMOTION AND REVENUE SHARING AGREEMENT
THIS AGREEMENT, dated _____________, 1997, is by and between NAVIDEC, INC.,
a Colorado corporation ("Navidec"), and THE DENVER POST, a ______________
("Media Partner").
RECITALS:
A. Navidec is an Internet solution provider and is developing an
Internet-based marketing program for new and used automobiles known as "Wheels
by Navidec".
B. The Wheels by Navidec program is comprised of several components,
including U.S. Wheels and various Regional Wheels (as those terms are defined
below).
C. Navidec desires to obtain the assistance of Media Partner in promoting
Colorado Wheels (as hereinafter defined) throughout the state of Colorado.
D. Navidec and Media Partner desire to set forth their agreement regarding
the services to be rendered by each to the other with respect to the promotion
and development of, and regarding the sharing of revenues generated by
subscriptions to, Colorado Wheels.
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. The following terms when used herein shall have the
following meanings:
1.1 Buyer Profile. A "Buyer Profile" is information provided by a
Prospect in completing an online customer information form within Colorado
Wheels including name, address, phone number and e-mail address. Prospects will
complete this information in order to have a Subscriber contact the Prospect in
connection with a specific vehicle or to apply for credit.
1.2 Colorado Wheels. "Colorado Wheels" means the Regional Wheels being
developed by Navidec for the state of Colorado.
1.3 Colorado Wheels Recurring Revenue. "Colorado Wheels Recurring
Revenue" means with respect to each month during the term of this Agreement the
aggregate of Net Monthly Dealer Franchise Fees, Dealer Lookup Fees and Buyer
Prospect Fees due from Subscribers for such month.
1.4 Colorado Wheels Setup Proceeds. "Colorado Wheels Setup Proceeds"
means, with respect to each month during the term of this Agreement, the
aggregate of Dealer Setup Fees and Dealer Inventory Integration Fees due from
Subscribers for such month.
1.5 Dealer Franchise Fees. "Dealer Franchise Fees" means the gross
monthly franchise fees due from Subscribers with respect to their participation
in Colorado Wheels.
1.6 Dealer Inventory Integration Fee. A "Dealer Inventory Integration
Fee" is a one time fee charged to a Subscriber for the computer software
required to provide a seamless integration of the Subscriber's automobile
inventory system with Colorado Wheels. Navidec anticipates that such integration
will be provided using software obtained from a third party vendor and that to
obtain the right to use such software Navidec will be required to pay such
vendor the entire Dealer Inventory Integration Fee received from each
Subscriber, as well as a monthly franchise fee. The monthly franchise fee paid
to such third party vendor shall be deducted from gross monthly franchise fees
received from Subscribers in computing Net Monthly Dealer Franchise Fees.
1.7 Dealer Lookup. A "Dealer Lookup" occurs when a Prospect retrieves
information about a Subscriber from within Colorado Wheels. This can occur upon
a specific request of the Prospect to view information about a Subscriber or can
occur when a Prospect elects to view the information about a Subscriber
associated with a particular vehicle listed on Colorado Wheels.
1.8 Dealer Lookup Fees. "Dealer Lookup Fees" are fees charged to a
Subscriber when a Prospect performs a Dealer Lookup with respect to such
Subscriber.
1.9 Dealer Setup Fee. A "Dealer Setup Fee" is a fee charged to a
Subscriber by Navidec for training employees of the Subscriber in utilization of
Colorado Wheels and the management of referrals received from Colorado Wheels
and for setting up the Subscriber's information page within Colorado Wheels. A
Dealer Setup Fee generally will be a one time fee charged when a Subscriber
first subscribes to Colorado Wheels. However, an additional Dealer Setup Fee
will be charged each time Navidec is requested to provide additional training on
Colorado Wheels to a Subscriber's employees.
1.10 Kiosks. "Kiosks" are a value added reseller product offered by
Navidec consisting of free standing, touch screen computer kiosks configured
with software enabling them to access U.S. Wheels, Regional Wheels and/or
individual automobile dealership websites with a Subscriber- selected subset of
the full data bases stored locally on the Kiosk.
1.11 Launch Party Expenses. "Launch Party Expenses" means all expenses
incurred by Navidec and/or Media Partner in connection with the reception and
dinner to be held September 18, 1997 at Lakewood Country Club in Lakewood,
Colorado for the purpose of introducing automobile dealers in the Colorado Front
Range area to Colorado Wheels and shall include, without limitation, the cost of
renting a room for the reception at Lakewood Country Club and the cost of the
dinner provided. All Launch Party Expenses shall be shared by Navidec and Media
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Partner on a 50/50 basis and shall be reimbursed to Navidec and Media Partner,
as applicable, out of Colorado Wheels Recurring Revenue before any revenue
sharing of Colorado Wheels Recurring Revenue between Media Partner and Navidec
shall occur.
1.12 Missiles. "Missiles" are a value added reseller product offered
by Navidec to Subscribers which participate in Wheels by Navidec. The Missile is
a high end notebook computer configured with software enabling a user to access
U.S. Wheels, Regional Wheels and/or individual automobile dealership websites
using data stored locally on the Missile.
1.13 Navidec Trademarks. "Navidec Trademarks" means Wheels by Navidec,
U.S.Wheels, Regional Wheels, the individual names (including, without
limitation, Colorado Wheels and Colorado Wheels by The Denver Post) ultimately
given to the various Regional Wheels, any product names developed for Kiosks and
Missiles and any other identifying names or designs developed by either Navidec
or Media Partner for use in connection with Wheels by Navidec.
1.14 Net Monthly Dealer Franchise Fees. "Net Monthly Dealer Franchise
Fees" means the Dealer Franchise Fees due from Subscribers, minus the monthly
franchise fees required to be paid by Navidec to the third party vendor
providing the computer software that allows seamless integration of the
Subscriber's automobile inventory system with Colorado Wheels.
1.15 Operating Account. "Operating Account" means an operating account
to be maintained by Navidec with ____ Bank, which account shall be in the name
of Navidec, shall be solely for the deposit of revenues generated by Colorado
Wheels pursuant to this Agreement and shall require for withdrawal of monies
therefrom signatures of two officers of Navidec, whose names shall be furnished
to Media Partner.
1.16 Promotional Expenses. "Promotional Expenses" include the cost of
advertising undertaken by Media Partner with respect to Colorado Wheels; the
cost of producing all promotional materials for promoting Colorado Wheels; legal
fees incurred by Media Partner in connection with the negotiation of this
Agreement; salaries, commissions and benefits paid or provided by Media Partner
to its employees; transportation, lodging and meal expenses for employees of
Media Partner; and any other expenses incurred by Media Partner with respect to
the performance of its obligations hereunder. Notwithstanding the foregoing,
Promotional Expenses shall not include Launch Party Expenses.
1.17 Prospect. A "Prospect" is any person who accesses Colorado Wheels
over the Internet or from a Kiosk located at a location other than a
Subscriber's business premises.
1.18 Prospect Fees. "Prospect Fees" are fees charged to a Subscriber
when a Prospect completes a Buyer Profile for such Subscriber.
1.19 Regional Wheels. "Regional Wheels" are the Internet-based
regional motor vehicle marketing programs being developed by Navidec for local
and/or regional marketing of new and used vehicles offered for sale by
automobile dealerships, banks, finance companies and other organizations having
automobiles for sale.
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1.20 Subscribers. "Subscribers" means those persons or entities who
have subscribed to Colorado Wheels. Media Partner and Navidec anticipate that
Subscribers will include individual automobile dealerships, banks, finance
companies and other organizations located within the state of Colorado having
automobiles for sale.
1.21 U.S. Wheels. "U.S. Wheels" is the Internet-based marketing
program being developed by Navidec for national marketing of new and used
vehicles offered for sale by automobile dealerships, banks, finance companies
and other organizations having automobiles for sale.
1.22 U.S. Wheels Revenue. "U.S. Wheels Revenue" means all revenues
generated by subscriptions to U.S. Wheels.
1.23 Wheels by Navidec. "Wheels by Navidec" means the Internet-based
marketing program for new and used automobiles being developed by Navidec.
Components of Wheels by Navidec include U.S. Wheels, the various Regional
Wheels, individual automobile dealer websites developed by Navidec, Kiosks,
Missiles and customized intranet services developed by Navidec for individual
automobile dealerships.
2. MEDIA PARTNER PROMOTIONAL SERVICES.
2.1 General. Navidec hereby appoints Media Partner, and Media Partner
hereby accepts such appointment, as Navidec's promotional agent in the state of
Colorado for promoting Colorado Wheels to the automobile purchasing public
within the state of Colorado. By its acceptance of such appointment Media
Partner represents and warrants to Navidec that (i) it is duly organized,
validly existing and in good standing under the laws of the state of its
incorporation, has qualified to do business in the state of Colorado and has all
requisite power and authority to enter into and perform its obligations under
this Agreement, (ii) the person signing this Agreement for it is duly authorized
to execute this Agreement on its behalf and (iii) it has secured and will keep
in effect throughout the term of this Agreement all necessary licenses, permits
and authorizations to enable it, and all agents and employees acting on its
behalf, to perform all of its duties and obligations under this Agreement and
shall notify Navidec immediately should any such license, permit or
authorization no longer be in effect or in good standing. Notwithstanding the
agency granted hereinabove, Navidec reserves the right (a) to grant to other
media organizations located outside of the state of Colorado the right to
promote Regional Wheels within their circulation or broadcast areas and (b) to
itself market and promote Wheels by Navidec throughout the United States.
The promotional services to be provided by Media Partner shall include,
without limitation, the following:
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2.1.1 Ongoing promotion of Colorado Wheels in The Denver
Post newspaper.
2.1.2 Ongoing promotion of Colorado Wheels through Media
Partner's internet publications.
2.1.3 Ongoing promotion of Colorado Wheels through
inclusion of the Colorado Wheels logo and URL in
Media Partner's ongoing print, television, radio and
billboard promotional campaigns.
2.2 Authority. Media Partner shall have no authority to bind Navidec
in any manner whatsoever and shall neither hold itself out nor avail itself of
any opportunity or circumstance to the contrary. Without limiting the generality
of the foregoing, Media Partner shall have no authority to make or enter into
any agreement relating to Colorado Wheels or any component of Wheels by Navidec
on behalf of Navidec.
2.3 Reporting. Media Partner shall provide Navidec monthly reports in
a form reasonably acceptable to Navidec outlining all promotional efforts made
by Media Partner pursuant to this Agreement since the date of the last report.
2.4 Expenses. Media Partner shall bear all Promotional Expenses
incurred by it.
2.5 Wheels by Navidec Designation. All promotional materials produced
by or on behalf of Media Partner for purposes of promoting Colorado Wheels shall
have displayed in a conspicuous place thereon the statement that Colorado Wheels
has been "Designed by Navidec".
3. NAVIDEC SERVICES.
3.1 Wheels by Navidec Development. Navidec shall have responsibility
for development, testing and implementation of Colorado Wheels.
3.2 Installation of Wheels by Navidec. Navidec shall have
responsibility for installing Colorado Wheels for each Subscriber.
3.3 Infrastructure Support. Navidec shall provide all necessary
hardware, third party software, networking solutions and other infrastructure
required for Colorado Wheels.
4. U.S. WHEELS.
4.1 Participation in Colorado Wheels. Any person or entity located
within the state of Colorado that desires to subscribe to U.S. Wheels shall be
required to also subscribe to Colorado Wheels. In any such case the Subscriber
shall pay the setup and monthly fees applicable to Colorado Wheels and shall be
provided its subscription to U.S. Wheels without requirement for payment of the
setup or monthly fee therefor.
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4.2 No Revenue Sharing. Navidec shall be entitled to 100% of all U.S.
Wheels Revenue, if any.
5. COLORADO WHEELS.
5.1 Inclusion of Subscribers in U.S. Wheels. Every Subscriber shall
automatically be offered a subscription to U.S. Wheels without requirement for
payment of the setup or monthly fee therefor.
5.2 Revenue Sharing/Recurring Revenue. Media Partner and Navidec shall
share Colorado Wheels Recurring Revenue as follows:
Media Partner 85%
Navidec 15%
Media Partner shall not be entitled to share in any other revenue generated by
the Wheels by Navidec program or any component thereof.
5.3 Setup Proceeds. Navidec shall be entitled to 100% of all Colorado
Wheels Setup Proceeds and shall pay therefrom all setup and franchise fees
required to be paid to the third party vendor providing the software that allows
seamless integration of the Subscriber's automobile inventory system with
Colorado Wheels.
5.4 License, Host and Service Fees. In consideration of the agency
granted to Media Partner pursuant to Section 2.1 above, Media Partner shall pay
to Navidec the following fees:
5.4.1 License Fee. A one time License Fee of $50,000 for the
right to promote Colorado Wheels in the state of Colorado. The License
Fee shall be paid in two equal installments of $25,000 each. The first
installment has already been billed to Media Partner. The second
installment will be billed to Media Partner during the fourth quarter
of 1997.
5.4.2 Host Fee. A monthly Host Fee of $2,000 covering the
provision by Navidec of high speed redundant network access to Colorado
Wheels, server capacity for the Colorado Wheels website and dealer
inventory database and physical and network security for Colorado
Wheels. The Host Fee shall be due and payable on the first day of each
calendar month during the term of this Agreement.
5.4.3 Service Fee A monthly Service Fee of $1,700 covering
Navidec's ongoing research, development and deployment of new software
releases for Colorado Wheels and management of a "Help Desk" for
Subscribers. The Service Fee shall be due and payable on the first day
of each calendar month during the term of this Agreement.
6. TERM.
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6.1 Primary Term and Renewals. This Agreement shall become effective
on the date that it has been executed by both Navidec and Media Partner and
shall continue in full force and effect until the firts anniversary thereof
unless otherwise terminated as provided herein. Thereafter, this Agreement shall
automatically renew from year to year for additional one-year terms on the same
terms and conditions as set forth herein, unless either party hereto has given
written notice to the other party no later than ninety days prior to the
conclusion of the term then in effect of such party's election not to renew this
Agreement. This Agreement shall otherwise be terminable only on the conditions
and in the manner provided hereinbelow.
6.2 Termination for Cause. Notwithstanding anything to the contrary
contained in this Agreement, in the event either party shall fail to cure any
material default or breach by such party hereunder within thirty days after
receipt of written notice of such default or breach from the other party, or in
the event such default cannot reasonably be cured within such thirty day period,
within such additional time as may be reasonably necessary to cure such default
so long as such party is diligently proceeding to accomplish such cure, then the
non-defaulting party may terminate this Agreement. If the non-defaulting party
shall elect to terminate this Agreement, this Agreement shall terminate ten days
after receipt by the defaulting party of notice of the non-defaulting party's
election to terminate this Agreement.
6.3 Bankruptcy. In the event a petition for bankruptcy is filed by or
against either party hereto, on if either party hereto shall make an assignment
for the benefit of its creditors or take advantage of any insolvency act, either
party may terminate this Agreement by written notice to the other, such
termination to be effective immediately upon the giving of such written notice.
6.4 Continued Responsibility. Notwithstanding the receipt by one party
of notice from the other party terminating this Agreement, the parties agree to
use their best efforts with respect to the administration of Colorado Wheels and
the performance of this Agreement until the effective date of termination of
this Agreement. In addition, notwithstanding the termination of this Agreement,
Media Partner shall remain entitled to receive for a period of one year
following such termination its 85% share of all Colorado Wheels Recurring
Revenue generated by the Colorado Wheels program as such program is in effect on
the date of termination of this Agreement, but shall have no right to
participate in any Colorado Wheels Recurring Revenue generated after the date of
termination by reason of expansion of the number of Subscribers within the
Colorado Wheels program or the addition of new revenue generating components to
the program.
7. OWNERSHIP OF TRADEMARKS.
7.1 Navidec Trademarks. Media Partner acknowledges that all of the
Navidec Trademarks are the sole property of Navidec, and Media Partner shall not
have any rights to the same except as expressly set forth in this Agreement.
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8. LICENSES.
8.1 Trademarks. Navidec hereby grants to Media Partner, and Media
Partner hereby accepts from Navidec, a nonexclusive license during the term of
this Agreement to use the Navidec Trademarks in conjunction with its promotion
of Colorado Wheels. The license granted hereby shall expire concurrently with
the expiration or termination of this Agreement.
8.2 Representation and Warranty. Navidec hereby represents and
warrants to Media Partner that Navidec is the owner of the Navidec Trademarks
and has the power and authority to license the same to Media Partner.
8.3 Infringement. Media Partner agrees to cooperate with Navidec to
protect Media Partner and Navidec against infringement of the Navidec
Trademarks, including, but not limited to, the defense or prosecution of any
lawsuits if, in the judgment of counsel to Navidec, such action is necessary or
advisable. Navidec shall pay all costs and expenses, including attorneys' fees,
incurred with respect thereto. Navidec agrees to enforce and take all steps
reasonably necessary to maintain the continuing validity of the Navidec
Trademarks.
9. CONFIDENTIALITY AGREEMENTS.
9.1 Media Partner. Media Partner, for itself, its officers, directors,
agents, legal representatives, successors and assigns, covenants that its shall
maintain on a strictly confidential basis and, except as may otherwise be
required by law, will not disclose to any person or entity (except to such of
Media Partner's officers, directors, employees, accountants, attorneys and
agents who require access to such information for the proper administration of
this Agreement and Colorado Wheels, but only after obtaining appropriate
confidentiality agreements from such persons) any information provided to Media
Partner by Navidec which Navidec identifies at the time of delivery to Media
Partner as being confidential and subject to the terms of this Section. Media
Partner further covenants that any such confidential information provided to
Media Partner by Navidec shall be used by Media Partner solely for the purposes
of performing its obligations to Navidec as set forth in this Agreement.
9.2 Navidec. Navidec, for itself, its officers, directors, agents,
legal representatives, successors and assigns, covenants that its shall maintain
on a strictly confidential basis and, except as may otherwise be required by
law, will not disclose to any person or entity (except to such of Navidec's
officers, directors, employees, accountants, attorneys and agents who require
access to such information for the proper administration of this Agreement and
Wheels by Navidec, but only after obtaining appropriate confidentiality
agreements from such persons) any information provided to Navidec by Media
Partner which Media Partner identifies at the time of delivery to Navidec as
being confidential and subject to the terms of this Section. Navidec further
covenants that any such confidential information provided to Navidec by Media
Partner shall be used by Navidec solely for the purposes of developing and
marketing Colorado Wheels.
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10. ACCOUNTING/BILLING.
10.1 Billing; Collections. Navidec shall promptly calculate and xxxx
Subscribers and diligently demand, collect, receive and give receipt for any and
all revenue generated by Colorado Wheels. All such monies so collected shall be
deposited into the Operating Account.
10.2 Accounting. Navidec shall prepare and provide to Media Partner
within twenty calendar days after the end of each calendar month during the term
of this Agreement, a true, complete and accurate accounting of (a) the gross
revenue generated by Colorado Wheels for such calendar month, (b) all allowable
reimbursements to Navidec or Media Partner out of such gross revenue (including,
without limitation, any unrecovered Launch Party Expenses paid by Media Partner
or Navidec, amounts paid to the third party vendor providing the software that
allows seamless integration of the Subscriber's automobile inventory system with
Colorado Wheels and any amounts paid by Navidec pursuant to Section 10.4 below),
and (c) Media Partner's share of Colorado Wheels Recurring Revenue for such
month. Upon delivery of such monthly accounting to Media Partner, Navidec shall
issue a check to Media Partner for Media Partner's share of Colorado Wheels
Recurring Revenue actually collected for such month.
10.3 Audit. Media Partner shall have the right to conduct an
examination of and to audit the books and records maintained by Navidec with
respect to the administration of this Agreement and the Colorado Wheels program.
Any such examination or audit shall be performed at the offices of Navidec
during normal business hours and upon reasonable prior notice to Navidec
thereof. Should the audit discover errors in the record keeping, Navidec shall
immediately correct the same and shall promptly inform Media Partner in writing
of the corrective action taken. Audits conducted by Media Partner shall be at
its expense. Media Partner's right to audit the books and records maintained by
Navidec with respect to the administration of this Agreement and the Colorado
Wheels program shall survive the expiration or earlier termination of this
Agreement.
10.4 Use of Counsel and Other Professionals. If Navidec shall require
the assistance of outside attorneys, accountants or other professionals for any
reason associated with the proper administration of Colorado Wheels, including
without limitation, in connection with efforts to collect amounts due from
Subscribers, Navidec shall have the authority to retain such professionals on
such terms as Navidec deems reasonable and appropriate in the circumstances and
to pay such professionals out of the Operating Account. Any such payments shall
constitute Marketing Costs and Expenses. Navidec shall include a full accounting
of any such payments in its monthly reports to Media Partner provided pursuant
to Section 10.2 above.
11. MISCELLANEOUS.
11.1 Entire Agreement. This Agreement contains the entire agreement
between the parties respecting the matters herein set forth and supersedes all
prior agreements, whether written or oral, between the parties respecting such
matters. Any amendments or modifications hereto in order to be effective shall
be in writing and executed by the parties hereto.
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11.2 Severability. If any provision of this Agreement shall be or
become invalid or unenforceable, such invalidity or unenforceability shall not
invalidate or render unenforceable the remaining portions of this Agreement, and
such remaining portions shall be construed as though not containing the
particular invalid or unenforceable provision or provisions and the rights and
obligations of the parties shall be construed and enforced accordingly.
11.3 No Assignment. Media Partner shall not assign this Agreement or
any of its obligations hereunder to any person or entity without the prior
written consent of Navidec, which consent may be given or withheld in Navidec's
sole and absolute discretion.
11.4 Binding Effect. Subject to the restrictions on Assignment set
forth in Section 11.3 above, this Agreement shall be binding upon and inure to
the benefit of Navidec and Media Partner and their respective officers,
directors, agents, legal representatives, successors and assigns.
11.5 No Joint Venture. Media Partner and Navidec are not and shall not
be considered joint venturers nor partners and neither shall have power to bind
or obligate the other except as set forth in this Agreement.
11.6 Time of Essence. Time is of the essence in the performance of
each and every term, condition, and covenant of this Agreement.
11.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but such counterparts together shall constitute but one and the same
instrument.
11.8 Paragraph Headings. The paragraph headings herein contained are
for purposes of identification only and shall not be considered in construing
this Agreement.
11.9 Arbitration. Any dispute between Navidec and Media Partner
hereunder shall be settled by arbitration conducted by in Denver, Colorado in
accordance with the rules of the American Arbitration Association. In the event
the parties are unable to agree on an arbitrator within thirty days after either
party initiates arbitration pursuant to this section, the arbitrator shall be
selected by the Denver, Colorado office of the American Arbitration Association.
The prevailing party in any such arbitration shall, at the sole discretion of
the arbitrator, be entitled to an award of some or all of its reasonable costs
and attorney fees incurred therein. The cost of the arbitrator shall be borne
equally by Navidec and Media Partner. The decision by the arbitrator shall be
final and binding on the parties.
11.10 Attorneys' Fees. The prevailing party in any legal proceeding
brought to enforce rights hereunder shall recover from the other party its
reasonable attorneys' fees and costs. As used herein the term "prevailing party"
means the party entitled to recover costs in any suit, whether or not brought to
judgment, and whether or not incurred before or after the filing of suit.
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11.11 Waiver. Except as herein expressly provided, no waiver by a
party of any breach of this Agreement or of any warranty or representation
hereunder by another party shall be deemed to be a waiver of any other breach of
any kind or nature (whether preceding or succeeding and whether or not of the
same or similar nature), and no acceptance of payment or performance by a party
after any such breach by another party shall be deemed to be a waiver of any
further breach of this Agreement or of any representation or warranty hereunder
by such other party whether or not the first party knows of such a breach at the
time it accepts such payment or performance. No failure on the part of a party
to exercise any right it may have by the terms hereunder or by law upon the
default of another party, and no delay in the exercise thereof by the first
party at any time when such other party may continue to be so in default, shall
operate as a waiver of any default, or as a modification in any respect of the
provisions of this Agreement.
11.12 Gender. Whenever the singular or plural number, masculine or
feminine or neuter gender is used herein, it shall equally include the other.
11.13 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado.
11.14 Notices. All notices, demands, or other communications of any
type (herein collectively referred to as "Notices") given by either party to the
other, whether required by this Agreement or in any way related to the
transactions contracted for herein, shall be void and of no effect unless given
in accordance with the provisions of this Agreement. All Notices shall be
legible and in writing and shall be delivered to the party to whom the Notice is
directed, either in person with a receipt requested therefor or by facsimile
transmission or sent by a recognized overnight courier service for next day
delivery or by United States certified mail, return receipt requested, postage
prepaid and addressed to the party at its address or facsimile number set forth
below, and the same shall be effective (a) upon receipt or refusal if delivered
personally, (b) upon receipt if delivered by facsimile, (c) one business day
after depositing with such an overnight courier service, or (d) three business
days after deposit in the mails if mailed, addressed to party to whom the Notice
is directed. Either party hereto may change the address for Notices specified
above by giving the other party ten days advance written Notice of such change
of address.
To Media Partner: The Denver Post
==========================
Fax:_______________________
To Navidec: Navidec, Inc.
00 Xxxxxxxxx Xxxxx Xxxx
Xxxxx X-000
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective from and as of the date first above written.
NAVIDEC, INC.
Date:__________________ By:_____________________________
Xxxxx Xxxxxx, President
THE DENVER POST
Date:__________________ By:_____________________________
Name:___________________________
Title:____________________________
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