MEMORANDUM OF AGREEMENT EXECUTED IN XXX XXXX XX XXXXXXXXXX, XXXXXXXX XX XXXXXXXX
(D.C.), OF THE UNITED STATES OF AMERICA, THIS 22ND DAY OF JANUARY, 1999.
BY AND BETWEEN: STRAIGHT SHOOTER PRODUCTIONS INC., a body politic and
corporate, duly incorporated according to law, having its
head office and principal place of establishment at 0000
Xxxxxxxxx Xxxxxx XX, Xxxxxxxxxx, X.X., X.X.X., 00000, herein
represented by Xx. XXXXX XXXXXX, its President, duly
authorized for these purposes, as he so declares,
hereinafter referred to and designated as:
"SSPI"
AND: INTERQUEST INC., a body politic and corporate, duly
incorporated according to the laws of the Dominion of Canada
having its head office and principal place of establishment
at 4850 de l'Aviation, Xxxxx 000, Xx. Xxxxxx, Xxxxxx,
Xxxxxx, X0X 0X0, herein represented by Mr. XXXXXX XXXX, its
President, duly authorized for these purposes, as he so
declares, hereinafter referred to and designated as:
Page 1 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 2 -
"INTERQUEST"
WHEREAS "SSPI" warrants and represents that it has concluded a licensing
arrangement with Twentieth Century Fox Film Corporation ("Fox"), in virtue of a
"Letter Agreement" dated November 24th, 1998 (the "Agreement"), whereby "SSPI"
acquired the right to establish and maintain an America's Most Wanted ("AMW")
web site (the "Web Site") under the domain names of
"XXX.XXXXXXXXXXXXXXXXXX.XXX", "XXX.XXX.XXX" and/or "XXX.XXXXXXXXXXXXXXXXXX.XXX",
and/or any other URL or domain name, which "SSPI" may choose, the whole
hereinafter to be referred to and designated as the "Web Site";;
WHEREAS the present Agreement shall be subject, at all times material, to
the terms and conditions of the "Agreement" herein referred;
WHEREAS pursuant to the term of the "Agreement", "SSPI" is entitled to
execute five (5) options, which would have the effect of extending the term of
the "Agreement" to August 31st, 2004, subject to the terms and conditions of
Clause 4 of the "Agreement" therein contained;
WHEREAS "SSPI" undertakes and agrees to exercise said options to renew the
term of the "Agreement" for the five (5) successive terms therein
Page 2 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 3 -
contained, subject to the express terms and conditions hereinafter to be more
fully enumerated;
WHEREAS the parties hereto are desirous of entering into the present
Agreement, whereby each of the parties shall be entitled to a share of all
"Adjusted Gross Receipts" to be derived from the operations of the "Web Site",
after the deduction of all approved expenses pursuant hereto, subject to the
following terms and conditions hereinafter to be more fully enumerated;
WHEREAS "INTERQUEST" represents and warrants that it has the necessary
expertise and capability to create, develop, host, design and update the
"XXX.XXX web site" and to incorporate therein the E-commerce component necessary
and required for the exploitation of the "XXX.XXX web site", including the
ability to contract third parties to sell banner advertising on the "XXX.XXX web
site" and, as well, to offer a customized branded CD store and "AMW" merchandise
storefront on the "XXX.XXX web site", subject, however, to the following terms
and conditions as are hereinafter to be more fully enumerated;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND THE FOLLOWING
COVENANTS, CONDITIONS AND AGREEMENTS, THE PARTIES HERETO DO HEREBY MUTUALY AGREE
AS FOLLOWS:
Page 3 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 4 -
1. THAT the preamble herein recited above shall form an integral part of the
present "Memorandum of Agreement":
2. THAT "SSPI" hereby grants to "INTERQUEST", subject to the terms and
conditions set forth herein, the right and license to develop, create,
establish and maintain the America's Most Wanted ("AMW") web site the "Web
Site") under the domain name of "XXX.XXX" and any existing related domain
names for a term commencing February 1st, 1999 and terminating on August
31st, 2004 (the "Term"), subject, however, to the following express terms
and conditions as are hereinafter to be more fully numerated:
3. THAT the present Agreement shall be subject to the express terms and
conditions of the "Agreement", insofar as the provisions therein contained
shall have application to the present Agreement, save and except that
"SSPI" hereby undertakes and agrees to exercise its rights to extend the
term thereof, in accordance with Clause 4 therein contained, until August
31st, 2004;
4. THAT subject to the foregoing, "INTERQUEST" shall be obliged to fulfill the
following obligations:
a) it shall be responsible for the costs of creating, developing and
establishing the "XXX.XXX web site" (the "Web Site") and, more
Page 4 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 5 -
particularly, it shall hold "SSPI" free and clear of any and all costs
and/or claims of its sub-contractors or suppliers associated
therewith;
b) It shall be obliged to host, make revisions to and continually update
the "XXX.XXX web site";
c) It shall manage the "XXX.XXX web site" and be its content manager and
shall be obliged to defray the costs associated with the required
rental of the "bandwith" associated with the furnishing of such
services;
d) It shall be obliged to incorporate within the "XXX.XXX web site" the
ability to effect E-commerce transactions with respect to all commerce
conducted and/or concluded on the "XXX.XXX web site", including
securing "E-commerce" merchant credit card numbers;
e) It shall use its best efforts to secure and develop a customized
branded CD store on the "Web Site";
f) It shall be obliged to create and continually develop an "AMW"
merchandising storefront on the "Web Site" and to develop other "AMW"
storefronts to be located in other mall shopping sites;
Page 5 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 6 -
g) It shall be obliged and empowered to contract third parties to sell
banner advertising for the "XXX.XXX web site";
h) It shall be entitled and be obliged to conclude agreements with a
fulfillment house to facilitate the E-commerce merchandising
associated with the hosting and management of the "XXX.XXX web site",
including the requirements of having a "call-in center" and providing
for the shipping and handling of the merchandise being sold and/or
transacted on "AMW" merchandise storefronts;
i) It shall be obliged and empowered to create other joint ventures and
revenue sharing opportunities to maximize the exploitation of revenues
to be derived from the "XXX.XXX web site";
5. THAT notwithstanding the foregoing, "SSPI" shall be entitled to
approve all web site expenses associated with the creation,
establishment, development, hosting and management of the "Web Site"
and its contents, including the expenses associated with bandwith,
E-commerce transaction processing, web development, web continued
updating, marketing of the "Web Site" and sales commissions to be paid
to third parties associated with the sale of banner advertising on the
"Web Site". Notwithstanding the foregoing, "SSPI" must furnish the
content, which "INTERQUEST" shall transmit onto the "Web Site", at all
times material to the Agreement herein:
Page 6 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 7 -
6. THAT subject to the foregoing required approval on the part of "SSPI"
in regard to all expenses, which are to be deducted as a "first
charge" against all "Gross Receipts" generated from the operations of
the "Web Site", (the net amount of which shall be defined as "Adjusted
Gross Receipts"), "SSPI" shall be entitled to Sixty Percent (60%)
thereof and "INTERQUEST" shall be entitled to Forty Percent (40%) of
all "Adjusted Gross Receipts".
"Gross Receipts" shall be defined as all revenues received by
"INTERQUEST", arising from the operations of the "Web Site", without
limitation, and "Adjusted Gross Receipts" shall be defined as "Gross
Receipts", less those expenses which are associated with the
fulfillment of the obligations of "INTERQUEST" more fully set out
herein and subject, as well, to the express condition that "SSPI"
shall be entitled to approve all of the "Web Site" expenses more fully
set forth herein;
7. THAT "INTERQUEST" shall be obliged to provide quarterly accounting
statements to "SSPI", said statements to become due no later than
thirty (30) days following the termination of each applicable calendar
quarter, and said statements shall set forth therein the calculations
of the "Gross Receipts" and the "Adjusted Gross Receipts" for the then
current quarter and from inception to date;
Each such statement shall be accompanied by a cheque, in U.S.
currency, to "SSPI" for "SSPI"'s share of the "Adjusted Gross
Receipts", if any.
Page 7 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 8 -
"SSPI" shall have the right to audit the books and records of
"INTERQUEST" and/or its subsidiary that relate to any such statements,
including any records maintained by third parties for "INTERQUEST"'s
benefit, no more than once during each year of the term hereof, and
once subsequent to the termination of the present Agreement;
8. THAT all notices to be forwarded and/or sent by either of the parties
hereto must be in writing to be effective and shall be delivered as
follows:
To "SSPI":
0000 Xxxxxxxxx Xxxxxx XX
Xxxxx 000
Xxxxxxxxxx, XX
X.X.X. 00000
Attention: Xx. Xxxxx Xxxxxx
Delivered by Fax No. (000) 000-0000.
To "INTERQUEST":
0000 xx X'Xxxxxxxx
Xxxxx 000
Xx. Xxxxxx, Xxxxxx
Xxxxxx, X0X 1 H5
Attention: Mr. Xxxxxx Xxxx
Delivered by Fax No. (000) 000-0000
Page 8 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
- 9 -
9. THAT each of the parties hereto will indemnify and hold harmless the
other party, its officers, directors, employees and affiliates from
and against any and all claims liabilities, losses or damages arising
from or related to the breach of any representation, warranty or
covenant hereunder by the indemnifying party;
10. THAT the present Agreement shall enure to the benefit of the
successors, representatives and/or assigns of each of the parties
hereto and, more particularly, "SSPI" hereby undertakes and agrees to
consent to the assignment of the present Agreement to a company to be
wholly owned as a subsidiary of "INTERQUEST";
11. THAT the present Agreement shall cancel and supersede any and all
prior negotiations and/or understandings and agreements between the
parties hereto as to the subject matter hereof, save and except that
"SSPI" shall continue to be obliged to advertise the "XXX.XXX web
site" at the tail end of each production of a segment of the
"America's Most Wanted" television show, during the term hereof:
12. THAT the parties hereto hereby agree, should legal proceedings be
necessary and/or required to enforce or interpret any of the rights of
the parties hereto, that the laws of the District of Columbia and the
Courts therein located shall have the exclusive jurisdiction with
respect to the application thereof and/or the resolution of any
dispute arising therefrom;
Page 9 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
-10-
IN WITNESS WHEROF, THE PARTIES HERETO HAVE EXECUTED AND DATED THIS AGREEMENT AS
OF THE DATE FIRST HEREINABOVE MENTIONED.
"SSPI"
STRAIGHT SHOOTERS PRODUCTIONS INC.
Per: /s/ Xxxxx Xxxxxx
------------------------------------
XXXXX XXXXXX
-----------------------------------
WITNESS
-----------------------------------
WITNESS
"INTERQUEST"
INTERQUEST INC.
Per
-------------------------------------
XXXXXX XXXX
-----------------------------------
WITNESS
-----------------------------------
WITNESS
Page 9 of 10
--------------------------------------------------------------------------------
SSPI INTERQUEST
[INITIALS] [INITIALS]
