10.6 Operations Agreement with B2 Networks, LLC
Letter of Agreement
This Letter of Agreement is effective the 15th day of December 2004 by and
between the B2 Digital (BTWO.ob) with offices at 0000 Xxxxxxxx Xxxx, Xxxxx X,
Xxxxxxx Xxxxx, Xxxxxxxxxx 90210("The Company"), and B2 Networks LLC with offices
at 0000 X. Xxxxxx Xxx Xx. Xxxxx 0000, Xxx Xxxxx, Xxxxxx 00000 (Herein called
"B2")
Recitals
A. "The Company" desires to engage "B2" to render certain professional
services (Herein called Services) for the consideration set forth.
B. "B2" desires to render such Services to "The Company.
Now, therefore in consideration of the foregoing premises and the covenants
herein contains, the parties hereto mutually agree as follows.
1. Agreement
a. "B2" agrees to enter into this agreement with "The Company" to
supply the Services to "The Company".
b. "The Company" agrees to enter into this agreement with "B2" to
supply the Services to "B2".
c. "Services" is defined as listed in Addendum A and Addendum B
d. The term of this agreement is from the date of execution of this
agreement until December 31, 2007.
2. Company Furnished Documents
All data, plans, specifications, technical information, drawings, customer or
price list supplied by "The Company" or "B2" will remain the property of the
original supplier of the materials.
3. Ownership of Documents and Software
"B2" shall have complete and unrestricted right to use all drawings reports,
documents and other data and information prepared by "B2" in connection with
this agreement. It is expressly agreed and understood that the "B2"`s
documentation, all Software and Services supplied to the Company for the term of
this agreement are the property of "B2".
4. Press Announcements, Publicity and Public Events
"B2" and The Company will work in conjunction to do joint Press Releases,
Publicity, and Public Events. Press Releases concerning this agreement and/or
future events and broadcasts must be approved by both parties before public
release.
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Letter of Agreement - Continued
5. Notices
All notices, requests, demands, instructions, and other communications shall be
in writing, and shall be addressed respectively as follows:
If to B2:
B2 Networks LLC
Xx. Xxxx X. Xxxx
0000 X. Xxxxxx Xxx Xx.
Xxxxx 0000
Xxx Xxxxx, Xxxxxx 00000
If to Company:
Xx. Xxxxxx Xxxxxxx
CEO
0000 Xxxxxxxx Xxxx.
Xxxxx X
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
6. Additional Projects
"The Company" and "B2" agree that under joint mutual agreement future and
additional business opportunities and content distribution that would rely on
the core technologies and business structures developed within and for this
agreement can be included under this agreement by jointly agreeing to additional
addendums to be attached to this agreement.
7. IP Distribution Agreement
The Company agrees that it will only distribute The B2 Digital TV within the
world wide broadband network by using the technologies and agreements contained
within this Letter of Agreement for the term of the agreement.
8. Agreement
It is expressly understood that this agreement only allows the Company to use
the items and technologies supplied and agreed to in this Agreement Addendum's
for the transmission of movies and entertainment to Hotels and multiple dwelling
units. Additional content and media may be delivered with the technologies and
items covered in the agreement by both parties jointly agreeing and signing
additional addendum that would be attached to the agreement.
9. Applicable Law; Jurisdiction.
This Agreement is made and entered into in Las Vegas, Nevada, and the rights and
obligations of the parties hereto, shall be interpreted and enforced in
accordance with and governed by the laws of the State of Nevada without regard
to the conflict laws of that State. Each Member consents to the jurisdiction of
the courts of the state of Nevada in the event any action is brought for
declaratory relief or enforcement of any of the terms and provisions of this
Agreement.
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10. Entire Agreement
This Agreement constitutes the entire agreement between "The Company" and"B2"
and supercedes all prior agreements whether oral or written with respect to the
subject matter thereof.
In witness whereof, the parties hereto agree to the terms in this Letter of
Agreement.
"The Company": "B2":
By: /s/Xxxxxx Xxxxxxx By: /s/Xxxx X. Xxxx
-------------------------- -----------------------
Name: Xxxxxx Xxxxxxx Name: Xxxx X. Xxxx
Its: CEO Its: CEO
Date:__________________ Date:___________________
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Services
Addendum A
"B2" Responsibilities to Supply
1. Provide Best efforts of premium Marketing and Sales that create sales
and revenue on and for the B2 Digital TV System
2. B2 to interact with the Company management/technical team on all
technical/management related issues relating to B2 technologies for the
system, service and integration of the System
3. Project Director to work with the Company team for the ongoing
management and rollout of the B2 Digital TV System.
4. Sales Person to work with the Company team to create ongoing revenue
and sales of the B2 Digital TV System
5. Online reporting system for The Company to monitor sales, marketing and
business activities related to this agreement.
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Services
Addendum B
Continued
"The Company" Responsibilities to Supply
1.0 Provide first line call support for receiving of orders and first line
service calls from customers on the B2 Digital System
2.0 Provide qualified Manpower, support and information to work with B2 in the
development of the Company system
3.0 Provide Banking system contacts and agreements where required
4.0 All Financial Banking and merchant banking accounts and systems required
to properly operate the B2 Digital TV System
5.0 Financial manpower to operate the financial and payment system for B2
Digital TV
6.0 Attendance to any event, meeting or planning session via phone or in
person as required properly sell, operate and market the B2 Digital TV
System.
7.0 All additional expenses to be reimbursed to B2 by the Company within 7
days of B2 submitting additional expenses to Company. Additional expenses
defined as any expenses over $1000 per month. B2 is required to submit for
approval any planned additional expenses over a monthly total of $1000 per
month for Company approval before spending the proposed additional
expenses.
Payments / Revenue Share Payments
The Company to Pay to B2
1.1 The Greater of 10 % of Gross Revenue of all First Run Movie purchases Plus
15% of the Gross Revenue purchases of all other Movie/Entertainment
Purchases on the B2 Digital TV interfaces, or $ 10,000.00 per month for
the term of this agreement payable monthly as per 1.4 below..
1.2 30% of Gross revenue of all purchases of B2 supplied content on the B2
Digital TV System
1.3 1% Payment of $30,000 due on December 21, 2004.
1.4 Payment due on the 7th of each month for and as per item 1.1 above for the
previous month's revenue commencing on January 7, 2005.
1.5 Funds to be in US currency via wire transfer and drawn on a USA bank
unless jointly agreed by both parties.
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