AGREEMENT
AGREEMENT
AGREEMENT entered into by and between LiveWire Sports Group,
Inc. (LiveWire), 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000
and Soccer Development of America, Inc. (SDA), 0000 Xxxxxxx Xxxxxxxxx, Xxxxx
000, Xxx Xxxxx, Xxxxxxxxxx 00000 as follows:
1. SDA does hereby sell and transfer all of its rights to and
interest in 90:00 Minutes Magazine (the Magazine) to LiveWire. This shall
include not only the magazine, but all intellectual property rights, images and
logos associated with the magazine including the website xxx.00xxxxxx.xxx which
will include a link to the SDA company website for a period of two years. As a
result of said sale and transfer, SDA shall have no further rights to nor
interest in the magazine or website now or in the future. It is understood and
acknowledged that this sale and transfer does not apply to any intellectual
property rights, images and logos which belong to or are registered by SDA and
which are not associated with the magazine including such intellectual property
that may be included on any portion of the website being transferred to LiveWire
herein.
2. SDA shall provide LiveWire with all databases, contact
lists, subscriber information, distributor lists, advertiser information,
magazine and website related computer files, and any other information relating
to the magazine and website.
3. As sole owner of the magazine, LiveWire shall have the
absolute right to publish and distribute the magazine as it so deems in its sole
discretion and shall have no obligation to do either should LiveWire choose to
discontinue the magazine.
4. Upon the request of LiveWire, SDA shall use its best
efforts to solicit advertisers for the magazine. Prior to any solicitation, SDA
must provide a list of potential advertising prospects to LiveWire for written
approval. SDA may solicit only approved advertising prospects. If additional
prospects arise, SDA shall immediately contact LiveWire for written approval
before SDA attempts to solicit them.
5. With respect to any issue of the magazine actually
published and distributed by LiveWire, LiveWire shall provide SDA the equivalent
of five pages in the magazine, the location of which to be determined by
LiveWire. SDA shall derive revenue, advertising and publicity from the use of
these five pages. LiveWire shall have the right to approve all content therein.
LiveWire shall make these five pages available to SDA for a period of two years
from the effective date of this agreement. Thereafter, LiveWire shall make two
pages available to SDA for a period of three years subject to the termination of
this right by either party giving 30 days written notice to the other before the
commencement of each additional year. For any page used by SDA in any given
issue which does not generate revenue from an advertiser, SDA shall pay a fee of
$40 per full page to LiveWire. Partial page fees shall be calculated
accordingly. Nothing SDA does with respect to these pages, including the
obtaining of advertising, shall interfere with or restrict the rights and
efforts of LiveWire with respect to the magazine and obtaining advertising
therefore.
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In order to calculate the equivalent of the five pages
allotted to SDA, LiveWire will assign values to premium pages. Premium pages in
the magazine will count towards more than the actual space they occupy. The page
values for premium pages are as follows:
-
Front Cover .............................. Not Available
-
Back Cover .............................. 2.5 pages
-
Inside Front Cover ................... 2 pages
-
Inside Back Cover ................... 2 pages
-
Facing Page to Inside Front Cover ... 1.5 pages
-
Facing Page to Inside Back Cover ... 1.5 pages
-
Facing Page to TOC ........................... 1.5 pages
6. LiveWire acknowledges that SDA had an
agreement with Fox Sports World pursuant to which Fox Sports World would
advertise in the next six issues of the magazine. LiveWire agrees to continue
discussions with Fox Sports World with respect to such advertising. Should an
agreement be reached with Fox Sports World, LiveWire shall have the right to
collect a fee from SDA, the amount of which and duration of which are yet to be
determined. LiveWire shall have the right to negotiate a new agreement with Fox
Sports World.
7. SDA is restricted to selling advertising at LiveWire
published rates and may not make trades or "special deals" for any pages over
its allotted five pages. Any trades or deals that SDA enters into for the five
allotted pages must be for equal consideration.
8. All advertising contracts for the magazine shall be owned
by LiveWire whether procured by LiveWire or by SDA. For those paid advertisers
obtained by SDA within its allotted five pages, LiveWire shall pay SDA a
commission of 90% to be paid upon receipt of monies from advertisers. All
existing advertising contracts, whether prepaid or otherwise, shall be converted
from SDA to LiveWire and advertisers shall be notified that all future payments
are to be made payable to LiveWire. For all advertising, other than large
classified and business card classified advertising, sold by SDA over and above
its allotted five pages, LiveWire shall pay SDA a commission of 10%. For all
large classified and business card classified advertising sold by SDA, LiveWire
shall pay SDA a commission of 20%.
9. SDA may no longer sell, give or trade subscriptions to the
magazine. All subscriptions shall be processed by LiveWire. Livewire shall
provide SDA with 50 copies (+/-) of each issue of the magazine for which SDA
shall pay shipping costs. SDA shall also be charged a fee of $1.75 for each
existing SDA subscriber to whom LiveWire shall distribute a magazine for the
life of their subscription. Livewire shall provide a report to SDA identifying
the SDA subscribers to whom each issue has been distributed.
10. Any fees due to LiveWire shall be deducted from any
commissions due to SDA. To the extent fees are due LiveWire, SDA shall be
invoiced by LiveWire. Invoices shall be due and payable within 15 days of
receipt. Any invoice not paid within 15 days of receipt shall incur a late
charge of 10% provided, however, that this provision for a late charge shall not
arise until the expiration of six months following the effective date of this
agreement. SDA acknowledges that it shall make a good faith attempt to generate
enough advertising revenues so that fees due it may be deducted from SDA
commissions.
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11. The parties acknowledge that SDA owes LiveWire Corporate
Communicates, Inc. the amount of $19,740 of which $17,945 is for services
rendered and $1,795 is for interest and late fees. That debt has been assigned
by LiveWire Corporate Communications, Inc. to LiveWire. That debt is hereby
forgiven.
12. LiveWire shall identify Xxx Xxxxxx as a consultant of the
magazine for a period of two years unless LiveWire determines, in its sole
discretion, that such identification adversely affects the promotion,
advertising, subscriber base and success of the magazine.
13. Subject to the express written approval of LiveWire, SDA
may use the name of the magazine and its logo and trademarks in publicity to be
generated by SDA. SDA shall clearly identify the magazine as a LiveWire
publication and SDA shall not claim the magazine as its own or overstate its
involvement. The parties acknowledge that such prior approval is a very
significant provision of this agreement and should SDA violate this provision,
SDA shall be subject to damages and equitable remedies in favor of LiveWire.
14. This agreement shall pertain to and be binding upon the
predecessors, successors, associates, related companies and agents of the
parties hereto.
15. It is expressly understood that this agreement shall not
obligate LiveWire for any debt, liability or obligation of SDA and SDA shall
indemnify and hold LiveWire harmless therefrom. SDA shall not give out the name,
address, telephone number, fax or e-mail address of LiveWire to any creditor or
potential creditor of SDA. SDA shall be solely responsible for resolving all
issues with SDA subscribers and creditors. Any complaints pertaining to SDA
received by LiveWire shall be referred to SDA for handling.
16. In the event of a breach of this agreement, suit shall be
filed in the County of Orange, State of California, and that the prevailing
party shall be entitled to recover reasonable attorneys fees and costs of suit.
17. SDA hereby represents that it has complied with federal
securities law to the extent required.
18. Both SDA and LiveWire hereby represent that this
agreement has been approved by their respective boards of directors.
19. This agreement supercedes any prior agreement of the
parties, whether oral or written, and contains the entire understanding of the
parties with regard to the within subject matter. No party hereto has made any
representation, warranty, covenant or undertaking of any nature whatsoever,
express or implied, with respect to this agreement other than that expressly set
forth herein.
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20. All notices required herein shall be in
writing and shall be either personally served or served by first class mail
addressed, unless otherwise indicated, as follows:
LiveWire Sports Group
c/o Xxxx Xxxxxxx
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
With a copy to:
Xxxxxx Xxxxxx Xxxxx, Esq.
Xxxxx, Xxxxx, Xxxxxxx & Xxxxxx, LLP
0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Soccer Development of America, Inc.
c/o Xxx Xxxxxx
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
With a copy to:
Xxxxxxxx Xxxxx, Esq.
Xxxxxxxxx, Xxxxxx PC
00000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
21. This agreement shall become effective
upon the day and year set forth below provided, however, that any action taken
by either party in anticipation of the execution of this agreement is hereby
ratified and approved.
| LIVEWIRE SPROTS GROUP, INC. | ||
| By: /s/ Xxxx Xxxxxxx | ||
| DATED: October 26, 2003 | Xxxx Xxxxxxx, President | |
| SOCCER DEVELOPMENT OF AMERICA, INC. | ||
| DATED: October 26, 2003 | By: /s/ Xxx Xxxxxx | |
| Xxx Xxxxxx, President | ||
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