CONFIDENTIAL
EXHIBIT 10.14
CHAMP CAR: CHAMP CAR WORLD SERIES
ADDRESS: 0000 Xxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxx
XXXXXXX NAME: Xxx Xxxxx
PHONE: 000-000-0000
FAX: 000-000-0000
EMAIL: xxxxxx@xxxx.xxx
TERRITORY: United States
RESALE AGREEMENT
This Resale Agreement ("Agreement") is made and entered into as of the date of
the first signature affixed hereto (the "Effective Date") by and between
Limelight Media Group, Inc., a Nevada corporation, with offices at 0000
Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxx 00000 ("Limelight Media
Group"), and the entity identified in the table above ("Champ Car").
RECITALS
WHEREAS, Limelight Media Group, Inc. develops, installs, produces and maintains
captive audience networks including the integration of necessary technical
components involving the manufacture, production, and/or supply of display
screens, location servers, LAN equipment whether wireless or terrestrial,
computer monitors, related peripherals and other ancillary products hereinafter
"Peripherals"); and
WHEREAS, Limelight Media Group, Inc. is specifically installing a series of
Themed Soft Zones with Embedded Captive Audience Network Components including
Wi-Fi and Interactive Components in malls across North America; and
WHEREAS, Champ Car grants to Limelight Media Group a License (Addendum H) to use
the images, logo and name of Champ Car and its sponsors only in the development
and promotion of the Champ Car Themed Soft Zones; and
WHEREAS, the Champ Car Themed Soft Zones provide media space which may be sold
to third parties; and
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WHEREAS, Champ Car desires to sell Title Sponsorship, on behalf of Limelight
Media Group, that is displayed on the Champ Car Themed Soft Zones to third
parties and end users under the terms and conditions set forth in this
Agreement.
AGREEMENT
In consideration of the foregoing and the mutual covenants and conditions herein
contained, the parties hereto agree as follows:
1. Rights and Obligations of Champ Car
1.1 Limelight Media Group hereby authorizes Champ Car to market and
promote sales of those certain Limelight Media Group Captive
Audience Network Products and Services in the territory (the
"Territory") set forth in the table beginning this agreement. Champ
Car may sell anywhere within the Territory, and is granted the
exclusive right to sell Title Sponsor Positions ("Products") on
Champ Car Themed Soft Zones as laid out in Addendum A. Should Champ
Car be unable to sell all Title Sponsor Positions for any Champ Car
Themed Soft Zone, Limelight Media Group shall be entitled to sell
such Products to a sponsor of their choosing, with Champ Car's
approval, which will not be unreasonably withheld. Limelight Media
shall be provided a 60 day advance notice of any Positions not sold
at any location on any given month.
1.2 Champ Car hereby accepts this appointment by Limelight Media Group
as exclusive Reseller of the Products in the Territory under the
terms of this Agreement and agrees to abide by the provisions of the
Agreement and to all sales, service, advertising and promotional
policies of Limelight Media Group. Champ Car acknowledges,
understands and agrees that Limelight Media Group reserves the right
to require Champ Car to strictly comply with the terms of this
Agreement and this provision in particular and that in order to
ensure strict compliance, Limelight Media Group may elect from any
of all of the following remedies: (a) suspension of Product
availability by Champ Car or (b) termination of this Agreement.
1.3 Limelight Media Group agrees that all media displayed within the
Champ Car Themed Soft Zones must be approved by Champ Car, and Champ
Car will not unreasonably withhold such approval.
1.4 Limelight Media Group grants Champ Car, at Champ Car's expense, the
right to examine or have its auditors examine the work papers,
schedule, and other documents prepared by Limelight Media Group in
connection with this Agreement on an annual basis. If Champ Car
objects to the accounting, the parties shall consult with each other
with respect to the accounting. If the parties are unable to reach
an agreement within thirty (30) days of the objection, any
unresolved items are to be promptly referred to an independent
accounting firm designated by the parties. The resolution of the
dispute by the independent accounting firm shall be final and
binding on the parties. The fees and expenses of the independent
accounting firm shall be borne by Champ Car unless the audit reveals
an underpayment by ten (10%) percent or more, in which case
Limelight Media Group shall bear the burden of all independent
accounting fees and expenses.
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1.5 Champ Car reserves the right, on behalf of its promoters, to display
and distribute promotional materials at Champ Car Themed Soft Zones
for events to be held within the relevant market. Such reservation
shall also include at least (2), thirty (30) second spots of media
space per Champ Car Themed Soft Zone per hour.
2. Rights and Obligations of Limelight Media Group
2.1 Limelight Media Group agrees to bear all of the costs associated
with the construction, development and upkeep of all Champ Car
Themed Soft Zones and related Peripherals. This is to include, but
is not limited to, changes or additions made to Champ Car Themed
Soft Zones due to the modification, addition or removal of Title
Sponsors.
2.2 Limelight Media Group agrees to display all Champ Car races live on
Champ Car Themed Soft Zones so long as it is within Limelight Media
Group's technical capacity and a suitable feed is provided by Champ
Car.
2.3 Limelight Media Group agrees to provide Champ Car on an annual basis
with any consumer data, including traffic counts, which is generated
from Champ Car Themed Soft Zones.
2.4 Limelight Media Group warrants and ensures that no agreement between
Limelight Media Group, or any parent or subsidiary, and any
competing motorsport entity will be entered into during the term of
this agreement or within one (1) year of the termination of this
agreement. This paragraph shall survive termination of this
agreement.
2.5 Limelight Media Group agrees to maintain the Champ Car Themed Soft
Zones in a manner which shall meet or exceed any standards of
presentation and organization set forth by Champ Car from time to
time. Under no circumstances shall a Champ Car Themed Soft Zone be
placed in a smoking area. In the event Limelight Media Group fails
to comply with such reasonable upkeep and maintenance of its
facilities which are the subject of this agreement, Champ Car may
give twenty (20) days written notice of its intent to terminate this
agreement, and Limelight Media Group shall have such period to cure
any default or this agreement shall be terminated.
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2.6 Limelight Media Group warrants and ensures that no agreement between
Limelight Media Group, or any parent or subsidiary, and any
competing motorsport entity will be entered into during the term of
this agreement or within one (1) year of the termination of this
agreement. This paragraph shall survive termination of this
agreement.
2.7 Upon the termination of this agreement for any reason, Limelight
Media Group shall cease and desist any and all use of the names,
logos or trademarks of Champ Car or any colorable imitation,
variation or adaptation thereof.
2.8 Limelight Media Group agrees to maintain the Champ Car Themed Soft
Zones in a manner which shall meet or exceed any standards of
presentation and organization set forth by Champ Car from time to
time. Under no circumstances shall a Champ Car Themed Soft Zone be
placed in a smoking area. In the event Limelight Media Group fails
to comply with such reasonable upkeep and maintenance of its
facilities which are the subject of this agreement, Champ Car may
give twenty (20) days written notice of its intent to terminate this
agreement, and Limelight Media Group shall have such period to cure
any default or this agreement shall be terminated.
2.9 Upon the termination of this agreement for any reason, Limelight
Media Group shall cease and desist any and all use of the names,
logos or trademarks of Champ Car or any colorable imitation,
variation or adaptation thereof.
3. Term of Agreement
The term of this Agreement shall commence on the Effective Date and
shall continue for a period of thirty-six (36) months (the "Initial
Term"). This agreement will automatically renew for additional one year
terms if written notice is not provided by either party to the other
party 30 days prior to the expiration of this agreement.
4. Products: Subject to Modification
Limelight Media Group reserves the right to modify, add or delete
products from the list of Products (Addendum "A") at any time upon
written notice to Champ Car, so long as said modifications, additions,
or deletions do not materially alter the reasonable expectations of
Champ Car. Champ Car will have no claim against Limelight Media Group
for failure to furnish Products of the models, designs or types
previously supplied.
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5. Prices
5.1 Prices may be revised at any time upon written notice to Champ Car.
5.2 In the event of a price increase, the higher price will apply when
Champ Car is given written notice of the price increase, with the
exception of existing executed contracts and orders. .
5.3 In the event of a price reduction, Champ Car and/ or its clients
will be given written notice of the price reduction and shall be
credited for the difference between the prices paid by Champ Car
and/or its clients for services or products not being fulfilled in
the affected fiscal quarter. Champ Car will generate a report on the
effective date of the price reduction indicating the Products in
Champ Car's inventory that are affected by the price reduction.
Limelight Media Group reserves the right to deny granting price
protection credit if Champ Car does not submit this report to
Limelight Media Group within thirty (30) days after the effective
date of the price decrease. Orders that are not identified in the
report will not be credited at the new price.
6. Orders
6.1 Title Sponsor Positions obtained by Champ Car may be placed by
facsimile or mail, and must be on an approved booking contract
(Addendum F) which contains the following information:
6.1.1 Identification of the Products by the quantity, and
description;
6.1.2 The Product prices; and
6.1.3 Placement instructions including the location,
timing, other unique conditions are required. Only
the terms and conditions of this Agreement will
apply, regardless of the terms and conditions
contained in any order.
6.2 No order will be effective unless and until it is accepted by
Limelight Media Group. Acceptance of the order will be confirmed in
writing to both Champ Car and Title Sponsor Position purchasers.
Limelight Media Group may refuse to accept any order, cancel any
accepted order, or delay placement of any Product if Champ Car fails
to meet any credit, financial or other obligations under the
Agreement. Refusal to accept any order, cancellation of an order, or
delay of placement of a Product shall not be construed as a
termination or breach of this Agreement by Limelight Media Group and
shall in no event cause any liability to Limelight Media Group with
the exception of placement of Title Sponsors media in the Champ Car
Themed Soft Zones under Champ Car license.
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6.3 Champ Car may change or cancel an order provided Champ Car gives
Limelight Media Group written notice at least five (5) business days
prior to the next schedule placement date under such order.
6.4 If Agreements with five (5) Title Sponsors have not been entered
into within 60 days after deployment at a specific mall location,
the Champ Car Themed Soft Zone may be removed and any consideration
given, less reasonable expenses, shall be returned to the existing
Title Sponsors.
7. Placement of Products
7.1 Placement of products shall occur at Limelight Media Group's central
offices after the submission of stock material in the quality and
format required by Limelight Media Group according to the Product
List specifications.
7.2 If any conditions arise which prevent compliance with placement
schedules, Limelight Media Group will be liable for any delay in
delivery only to the extent of like kind exchange or refund of
payments at Limelight Media Group's sole discretion. Limelight Media
Group will use all reasonable efforts to notify Champ Car of any
anticipated delay in placement. Limelight Media Group shall in no
event be liable for any damages, whether direct, collateral,
incidental, or consequential, of any kind, suffered by Champ Car as
a result of Limelight Media Group's failure to place on a timely
basis.
8. Product Discontinuance
Within thirty (30) days prior to the date of Product discontinuance,
Limelight Media Group shall notify Champ Car in writing and will refund
for credit at the originally sold price, any unused Product placements
that will not be placed due to the discontinuance of the Product.
9. Payment Terms
The parties which purchase the Products from Champ Car, as reseller for
Limelight Media Group, shall pay as stated on invoices. The Party
executing the Placement Order shall be the responsible party to the
terms of the Placement Order. Under no circumstances shall Champ Car be
liable for any payment to Limelight Media Group with the exception of
any funds received by Champ Car from the Sponsors for the purchase of
Products.
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10. Warranty
10.1 Limelight Media Group provides an End-user warranty (Xxxxxxxx "X")
for the Products.
10.2 Champ Car acknowledges and agrees that no agent or representative of
Limelight Media Group has made any warranty, promise or guarantee
regarding the Product nor its suitability for any particular use
except as expressly set forth in this Section. Limelight Media
Group's warranty shall not be enlarged, diminished, or affected by,
and no obligation or liability shall arise or grow out of, Limelight
Media Group's rendering of technical advice or service in connection
with any of the Product(s) furnished hereunder.
10.3 Limelight Media Group makes no representation or warranty whatsoever
to Champ Car with respect to the performance, appropriate use,
safety or other characteristics of the Products except expressly
provided herein.
11. Limitation of Liability
THE FOREGOING EXPRESS WRITTEN WARRANTIES AND REMEDIES ARE EXCLUSIVE AND
ARE IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. LIMELIGHT MEDIA GROUP SHALL IN NO
EVENT BE LIABLE TO CHAMP CAR OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF BUSINESS INVESTMENT,
LOSS OF GOOD WILL, AND/OR INTERFERENCE WITH BUSINESS RELATIONSHIPS,
EVEN OF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIMELIGHT MEDIA
GROUP SHALL NOT BE LIABLE BECAUSE THE PRODUCTS OR ANY DEFECT THEREIN
CAUSED ANY DAMAGE TO OR FAILURE OF OTHER EQUIPMENT TO WHICH THE
PRODUCTS ARE CONNECTED. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT
APPLY TO THE EXTENT THAT IT IS ILLEGAL OR UNENFORCABLE UNDER APPLICABLE
LAW.
12. Indemnification
Each party agrees to indemnify and hold the other harmless from any
damages, judgments or settlements (including cost and reasonable
attorneys' fees) caused in whole or in part by the party's own negligence,
omissions or other acts.
13. Termination
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13.1 Either party may terminate this Agreement only with cause upon
ninety (90) days prior written notice to the non-terminating party.
Limelight Media Group or Champ Car may immediately terminate this
Agreement without liability in the event that either party is in
default of any obligation, duty or responsibility under this
Agreement, or in the event of any of the following:
13.1.1 A receiver is appointed for Limelight Media Group, Champ Car
or their property;
13.1.2 Limelight Media Group or Champ Car becomes insolvent or
unable to pay its debts or makes an assignment for the
benefit of its creditors;
13.1.3 Any proceedings are commenced by or for and/or against
Limelight Media Group or Champ Car under any bankruptcy,
insolvency or debtors relief law; or
13.1.4 Limelight Media Group or Champ Car is liquidated or
dissolved.
13.2 Limelight Media Group and Champ Car agree to notify each other
within twenty-four (24) hours of any change in ownership and nature
of the change, including the name of the new owner. If there is any
such change in ownership, that materially alters this agreement,
Limelight Media Group or Champ Car may terminate this Agreement.
13.3 Champ Car and Limelight Media Group acknowledge that, upon
termination of this Agreement, neither party will have any
continuing rights in or to the relationship between Limelight Media
Group and Champ Car which is the subject of this Agreement, nor will
they have any right to any compensation of any kind from the other
party arising out of or by reason of any such termination (whether
or not such termination be effected for cause and regardless of
which party initiates the termination).
14. Assignment
Neither Limelight Media Group or Champ Car may assign any rights under
this Agreement without prior written consent of the other party. Such
consent shall not be unreasonably withheld.
15. Relationship of the Parties
The parties hereto are independent contractors and nothing contained in
this Agreement shall be deemed or construed to create the relationship
of partnership or joint venture or principal and agent or of any
association or relationship between the parties other than that of
buyer and seller. Champ Car acknowledges that it does not have, and
Champ Car shall not make any representation to any third party either
directly or indirectly indicating that Champ Car has, in any way,
authority to act for or on behalf of Limelight Media Group or to
obligate Limelight Media Group in any way whatsoever, other than as
stated herein.
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16. Non-Waiver
Failure on the part of either party to complain of any action or
non-action, breach or default on the part of the other party, no matter
how long the same may continue, shall never be deemed to be a waiver of
any rights or remedies hereunder, at law or in equity. Further, it is
agreed that a waiver at any time of any provision hereof shall not be
construed as a wavier at a subsequent time of the same or any other
provision.
17. Notices
Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given on the date the notice is faxed,
upon personal delivery, or five (5) days after deposit in the United
States mail, by registered or certified mail, postage prepaid, duly
addressed to Limelight Media Group at the address indicated below and
to Champ Car at the address identified in the table at the top of the
first page of this Agreement, or at such other address as such party
may designate by ten (10) days advance written notice to the other
party. Written notices delivered by any other method shall be deemed
effectively given on the date of actual receipt by the other party.
Company: Limelight Media Group, Inc.
Address: 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Contact: General Counsel
18. Compliance with Laws
Limelight Media Group and Champ Car shall comply with applicable laws,
rules, regulations, and executive orders of all governmental
authorities as they are presently in effect and as they may be revised
and/or supplemented from time to time. Champ Car will be responsible
for obtaining all permits, licenses, or certificates required by any
regulatory body for resale of the Products.
19. Applicable Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of Tennessee, exclusive of choice of law rules.
Both parties agree to submit exclusively to the personal jurisdiction
of the applicable Federal or State court in Shelby County, Tennessee.
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20. Severability
Any provisions in this Agreement which are found to be prohibited by
law or otherwise held invalid shall be ineffective to the extent of
such prohibition without invalidating the remaining provisions.
21. Attorney Fees
In the event of any litigation between the partied hereto arising out
of obligations of the parties under this Agreement, or concerning the
meaning or interpretation of any provision contained herein, the losing
party shall pay the prevailing party's cost and expenses in such
litigation, including, without limitation, court costs, reasonable
attorneys' fees and disbursements. Any such attorneys' fees and other
expenses incurred by either party in enforcing a judgment, and such
attorneys' fees obligation is intended to be severable from the other
provisions of this Agreement and to survive and not to be merged into
any such judgment.
22. Counterparts / Duplicate Originals
This Agreement may be executed in any number of counterparts or
duplicate originals, all of which shall be considered one and the same
agreement.
23. Force Majeure
If the performance by either party of their respective obligations or
undertaking of this Agreement is interrupted or delayed by any
occurrence not occasioned by the conduct of either party to this
Agreement, whether that occurrence is caused by war, riot,
insurrection, national emergency, strike, embargo, storm, earthquake,
or other natural forces, or by the acts of anyone not a party to this
Agreement, or by the inability to secure materials or transportation,
then the party so affected shall be excused from any further
performance for whatever period of time after the occurrence as may
reasonably be necessary to remedy the effects of that occurrence.
24. Entire Agreement
This Agreement, constitutes the entire agreement between the parties
pertaining to the subject matter hereof, and fully supersedes any and
all prior or contemporaneous written or oral communications or
agreements between the parties hereto respecting the subject matter
hereof. In addition, no amendment or modification to this Agreement
shall be valid unless set forth in writing and signed by each of the
parties.
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25. Insurance
Licensee shall acquire and maintain at its sole cost and expense
throughout the term of this Agreement, insurance from a nationally
recognized insurance company. The insurance coverage shall provide
protection of not less than two million dollars ($2,000,000.00)
combined single limit for Licensor and the Rights Holder and their
respective divisions and subsidiaries, their respective officers,
agents, and employees as additional insureds against any and all
claims, demands, causes of action or damages, including reasonable
attorney's fees, arising out of any use of the Licensed Products, any
defects in the Licensed Products, or any damage caused there from. Such
insurance policy shall provide that it may not be cancelled or amended
in any manner which restricts the existing coverage without at least
thirty (30) days prior written notice to Licensor. Within thirty (30)
days after the date of this Agreement and, thereafter, at least thirty
(30) days prior to the expiration of coverage as evidenced by the
Certificate of Insurance, Licensee shall furnish Licensor a Certificate
of Insurance evidencing the foregoing coverage and including a specimen
copy of the additional insured endorsement.
26. Confidentiality
At all times, the terms and conditions of this Agreement are
confidential to Champ Car, Limelight Media Group, their parent
companies and their respective subsidiaries, and shall not be disclosed
to any other entity or individual without the other party's prior
written consent. Notwithstanding the foregoing, disclosure may be made
if necessary to enforce a party's rights under this Agreement, or if
required by any securities or other law or regulations or by a
governmental agency, in which case any and all documents, information,
or materials disclosed shall be marked "confidential" and such party
shall seek confidential treatment of such information.
27. Incorporation of Addendum G
Limelight Media Group agrees to follow through with all obligations to
Mi-Xxxx Xxxxxxxx Racing as outlined in Limelight Media Group's
Sponsorship Agreement with Mi-Xxxx Xxxxxxxx Racing dated ______
(Addendum G). A material breach, which shall include but is not limited
to, failure to pay or late payment, of Addendum G by Limelight Media
Group constitutes a material breach of this agreement and is grounds
for Champ Car to terminate this agreement upon notice at its sole
discretion. Limelight Media Group agrees that the limited incorporation
of Limelight Media Group's agreement with Mi-Xxxx Xxxxxxxx Racing into
this agreement shall not create any additional obligations or
liabilities for Champ Car.
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28. Addenda
The attached Addenda are contained within this agreement:
A. Product List including Pricing and Specifications
B. Warranty
C. Themed Soft Zone Distribution and Area Demographics
D. Technology Protection
E. Engineering Protection
F. Booking Form
G. Agreement between Limelight Media Group and Mi-Xxxx Xxxxxxxx Racing
H. License Grant
I. Champ Car Marks
IN WITNESS WHEREOF, an authorized representative of each party
hereto has executed this Agreement as of the date first above
written.
LIMELIGHT MEDIA GROUP, INC.
--------------------------------------------------------------
Signature
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Printed Name
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Title
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Date
CHAMP CAR
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Signature
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Printed Name
--------------------------------------------------------------
Title
--------------------------------------------------------------
Date
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ADDENDUM A
PRODUCT LIST
This Addendum A is incorporated in the Resale Agreement between Limelight Media
Group, Inc and Champ Car World Series dated May 24, 2004. This Product List is
not to be considered complete and may be changed from time to time with
appropriate notice as defined in the Reseller Agreement.
PRODUCT:
1. TITLE SPONSOR POSITION ON CHAMP CAR THEMED SOFT ZONE FOR FY04
a. Champ Car will make its best effort to provide, but will be under
no obligation to provide, 5 Title Sponsors per Champ Car Themed
Soft Zone at the rate of $10,000 per month, per sponsor. Champ
Car warrants that such best efforts shall include at least the
encouragement of Champ Car and the formal presentation of a
Booking Form to corporate partners.
b. Each Title Sponsor shall receive:
i. Placard or other advertising Placement requisite a Title
Sponsor on the Champ Car Themed Soft Zone
ii. 60 seconds of programming for Sponsor or Champ Car per 30
minutes of air time on network at the Themed Soft Zone
iii. Promotional link and programming on Interactive Program at
no additional charge
iv. 30 second of Logo overlay on Secondary Programming showing
logo and "This moment brought to you by..."
c. Title Sponsors will pay 3 months in advance no later than 10 days
prior to the beginning of a fiscal quarter. Any partial quarter
shall be paid no later than 10 days in advance of the first of
the month that the Champ Car Themed Soft Zone becomes active. For
example, the Denver location shall become active on August 1,
2004. Sponsors shall pay for the balance of the third quarter
being August and September no later than July 20, 2004.
d. Champ Car may surcharge Title Sponsors
e. Video Media is to be provided to Limelight Media Group no later
than 3 days prior to showing and may be changed at any time with
new media being provided a minimum of 3 days in advance. Video is
to be provided in original format on Beta SP Tape preferably in
16:9 format. High Definition Video is acceptable.
f. Programming will be aired on the network a minimum of 12 hours
per day, 7 days per week or all hours the mall is open to the
public for a minimum of 720 times per month (based on 30 day
month).
g. Promotional Link on Interactive system will be designed by
Limelight Media according to standards of Sponsor. Sponsor will
provide necessary licenses and material for link to be designed
30 days in advance of release. Sponsor must approve Link design
in writing prior to release.
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2. ADVERTISING SPONSOR POSITIONS ON CHAMP CAR THEMES SOFT ZONE FOR FY04
a. Champ Car will provide warm introduction to corporate sponsors
for Limelight Media Group to market sixteen 30 second advertising
spots on the programming to be aired on the Champ Car Themed Soft
Zone.
b. All such sponsors are subject to the approval of Champ Car. Such
approval will not be unduly withheld.
c. Champ Car shall be under no obligation to sell or market
advertising spots on Champ Car Themed Soft Zones.
d. The target price for marketing the advertising spots shall be no
less than $6000 per month per mall.
e. Advertisers shall have their 30 second spot aired once every 30
minutes the program at the Champ Car Themed Soft Zone is
operating for a minimum of 720 times per month.
f. Advertisers may elect to split their advertisement into two 15
second ad spots for the same price of a single 30 second ad spot.
g. The Advertisement Content must be presented to Limelight Media at
Advertisers expense no later than 30 days prior to release.
h. Advertisers may purchase spots for less than three months but
will be subject to a 25% premium. Advertisers desiring only
November and December will be subject to a 40% surcharge.
Advertisers may change their marketing message at any time during
the month on a three day notice and submission of the new message
to Limelight Media Group at their own expense.
i. Advertising content must be presented to Limelight Media Group in
original format on Beta SP tape preferably in 16:9 format. High
Definition is acceptable.
j. Payment must be received for advertisement 15 days in advance of
release.
k. Advertisers purchasing for more than 3 months will be billed
quarterly for the media space and payment must be received in
advance of release.
l. Advertisers may purchase a Promotional Link on the Interactive
Screen. Advertisers will need to provide all source material for
the development of the Promotional link and pay $1200 for the
development of the link plus $.25 per click thru on the link.
Click thru fees will be billed monthly with terms of 10 days net.
Click thru fees not paid by the next billing cycle will cause the
Promotional Link to be removed from the Interactive Screen.
3. ADVERTISING LINK POSITIONS ON FRONT PAGE OF WI-FI INTRODUCTION PAGE.
TBD - Each Champ Car Themed Soft Zone may be Wi-Fi enabled. A patron
signing on the network thru the Wi-Fi will be presented an introductory
page. Advertising spots will be displayed on the page in the lower and
left margin. Advertisers will be charged for link setup and click thru
fees on a yet to be determined basis. Champ Car will not be obligated
to sell or market Advertising Link Positions, but will be advised of
the terms of this program as it is developed.
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All Content Providers shall be furnished an electronically produced
print-out within 10 days of the conclusion of each monthly cycle
detailing the locations and number of times the content has been
displayed. This will be the audit documentation required for proof of
delivery of placement orders.
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ADDENDUM B
WARRANTY
This Addendum B is incorporated in the Resale Agreement between
Limelight Media Group, Inc and Champ Car World Series dated May 24,
2004.
Limelight Media Group warrants to the Sponsors of Champ Car Themed Soft
Zone, advertisers and content providers that the content will be aired
at the time and location as designated on placement orders. Limelight
Media Group reserves the right to withhold the release of the content
if there is any outstanding invoice due to Limelight Media Group by the
Sponsor or Advertiser.
If a technical problem occurs that prevents the airing of the Sponsor,
Advertising or Program Content, Limelight Media Group warrants that the
technical problem will be corrected within 24 hours of awareness of the
problem. Limelight Media Group will maintain a technical help desk that
will continually monitor the technical functioning capacities of the
Champ Car Themed Soft Zone.
If a problem cannot be corrected within 24 hours, Limelight Media Group
will issue a refund of received payments or credit against outstanding
invoices a prorated amount as calculated as 1/30 of the invoice amount
of the placement order for each 24 hours the system is non-functional
or portion thereof as of the moment the automatic alert notice is made
on the system servers that a system is non-functioning.
THE FOREGOING EXPRESS WRITTEN WARRANTIES AND REMEDIES ARE EXCLUSIVE AND
ARE IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. LIMELIGHT MEDIA GROUP SHALL IN NO
EVENT BE LIABLE TO CHAMP CAR OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF BUSINESS INVESTMENT,
LOSS OF GOOD WILL, AND/OR INTERFERENCE WITH BUSINESS RELATIONSHIPS,
EVEN OF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIMELIGHT MEDIA
GROUP SHALL NOT BE LIABLE BECAUSE THE PRODUCTS OR ANY DEFECT THEREIN
CAUSED ANY DAMAGE TO OR FAILURE OF OTHER EQUIPMENT TO WHICH THE
PRODUCTS ARE CONNECTED. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT
APPLY TO THE EXTENT THAT IT IS ILLEAGAL OR UNENFORCABLE UNDER
APPLICABLE LAW.
Page 16
ADDENDUM C
DISTRIBUTION AND DEMOGRAPHIC SHEETS
This Addendum C is incorporated in the Resale Agreement between
Limelight Media Group, Inc and Champ Car World Series dated May 24,
2004.
The following list of locations have been determined to match the
events and marketing areas desired by Champ Car for the location of
Champ Car Themed Soft Zones.
SCHEDULED INSTALLATION PRIOR TO AUGUST 1, 2004.
1. Denver, CO - Flat Iron Mall
SCHEDULED INSTALLATION PRIOR TO OCT 15, 2004 AFTER SUCCESSFUL
INSTALLATION OF DENVER CHAMP CAR THEMED SOFT ZONE AND ON WRITTEN
APPROVAL BY CHAMP CAR. CHAMP CAR MUST NOTIFY LIMELIGHT MEDIA GROUP NO
LATER THAN AUGUST 15, 2004 TO MEET THE OCT 15, 2004 DEADLINE. SHOULD
CHAMP CAR FAIL TO GIVE WRITTEN NOTICE BY AUGUST 15, 2004 THIS AGREEMENT
SHALL BE TERMINATED WITHOUT FURTHER OBLIGATION OF EITHER PARTY.
1. Portland, OR -
2. Milwaukee, WI -
3. New Orleans, LA -
4. Las Vegas, NV -
5. Miami, FL -
6. Phoenix, AZ -
7. Dallas, TX -
8. San Jose, CA -
9. Minneapolis, MN -
10. Chicago, IL -
These locations are subject to change by written agreement between
Champ Car and Limelight on no less than a 45 day notice.
SCHEDULED INSTALLATION BEGINNING JAN 1, 2005 AND FINISHED PRIOR TO
MARCH 15, 2005.
1. Twenty-Five additional locations to be determined between
Champ Car and Limelight Media Group.
FURTHER INSTALLATIONS ON AGREEMENT BETWEEN CHAMP CAR AND LIMELIGHT
MEDIA GROUP.
Limelight Media Group will conduct a site survey prior to each
installation to determine the best location and size of display to
accomplish the desired results of Champ Car and Limelight Media Group.
Champ Car will receive a detailed mall layout of each site survey.
Page 17
ADDENDUM D
TECHNOLOGY PROTECTION
This Addendum D is incorporated in the Resale Agreement between
Limelight Media Group, Inc and Champ Car World Series dated May 24,
2004.
Limelight Media Group grants to Champ Car the right to provide any of
the furnishings, architectural elements or technical equipment for the
Champ Car Themed Soft Zone according to the specifications outlined in
the final engineering documents of the Zone. If Champ Car has provided
the furnishings, architectural elements or technical equipment as "soft
money" transfer, then Limelight Media Group will pay directly to Champ
Car the value of the furnishings, architectural element or technical
the actual cost or budgeted cost of the items according the final
engineering documents whichever is less.
Champ Car shall notify Limelight Media Group no later than 45 days
prior to scheduled installation of any architectural elements being
provided. Champ Car shall notify Limelight Media Group no later than 20
days prior to installation of any technical equipment being provided.
If notice is not received by the scheduled deadline, then Limelight
Media Group will supply necessary components for the Champ Car Themed
Soft Zone from suppliers of its choosing.
ADDENDUM E
ENGINEERING PROTECTION
This Addendum E is incorporated in the Resale Agreement between
Limelight Media Group, Inc and Champ Car World Series dated May 24,
2004.
Limelight Media Group grants the right to Champ Car to provide design
and engineering consultation by a service provider of Champ Car's
choosing. The Service Provider shall not have fees disproportionate to
the fees charged by the Service Provider chosen by Limelight Media
Group.
If Champ Car negotiates a "soft money" agreement with a Service
Provider, then, Limelight Media Group shall pay for services rendered
directly to Champ Car at the invoiced amount not to exceed the budgeted
amount as provided by the Service Provider of Limelight Media Groups
Seattle, WA
Page 18
ADDENDUM H
LICENSE GRANT
1. DEFINITIONS.
As used herein, the terms set forth below shall be defined as follows:
1.1 Proprietary Subject Matter - shall mean: Champ Car Marks, Team Marks,
and Driver's Likeness, as such terms are hereinafter defined.
1.2 Champ Car Marks - shall mean the name, logo, symbol, emblem, artwork,
and/or trademark, as specifically listed in Addendum I to the Resale
Agreement between Champ Car and Limelight Media Group, and which may
be amended by Champ Car from time to time.
1.3 Team Marks - shall include trademarks, trade names, trade dress or
likeness of a team car, copyrights, logos, images owned by a team, or
any other property that has acquired a secondary meaning as uniquely
associated with a team.
1.4 Driver Likeness - shall include voice, autograph, helmet, design and
graphics, individualized identifying marks or graphics associated with
the driver, nickname, biography or any other personal characteristics
associated with said Driver.
1.5 Licensed Products - shall mean the Champ Car Themed Soft Zones which
use the Proprietary Subject Matter and any material used to support
the Themed Soft Zones.
1.6 Rights Holder - shall mean individually and collectively, the owners
of the Champ Car Marks, Team Likeness, and Driver's Likeness, Champ
Car, and Champ Car World Series, LLC ("CCWS").
1.9 Channels of Distribution - shall mean distribution through employees
of Limelight Media Group within the Territory in which Limelight Media
Group may offer Licensed Products for sale or rental.
1.10 Graphic Standards Manual - shall mean the graphics standards manual
and design, character, style, labeling and packaging guidelines
promulgated by Champ Car, and which may be amended from time to time.
2. GRANT OF LICENSE.
2.1 To the extent permitted by law, and subject to the terms of this
Agreement, and subject to all existing agreements of Rights Holders
with third parties, Champ Car hereby grants to Limelight Media Group,
and Limelight Media Group hereby accepts, the right, license, and
Page 19
privilege to use the Proprietary Subject Matter solely in connection
with the sale, rental and distribution of Licensed Products solely in
the Territory. Said License shall be exclusive. Limelight Media Group
shall not sublicense any rights, license or privileges, nor sublicense
the use of any proprietary subject matter granted under this agreement
without Champ Car's prior consent, which consent shall not be
unreasonably withheld. Limelight Media Group shall not, and nothing
herein contained shall authorize Limelight Media Group to, use
Proprietary Subject Matter on goods that it may manufacture, sell, or
distribute other than the Licensed Products identified in this
Agreement, even if such goods are similar to the Licensed Products
identified herein.
2.2 Limelight Media Group shall not use the Proprietary Subject Matter for
any purpose other than as expressly herein defined.
3. TERM.
3.1 This Agreement shall remain in force and effect for thirty-six (36)
months from the date first written above unless sooner terminated in
accordance with the terms of this Agreement.
4. CONDITIONS TO USE OF PROPRIETARY SUBJECT MATTER AND ADDITIONAL OBLIGATIONS
OF LIMELIGHT MEDIA GROUP.
4.1 The license granted herein is for the use of Proprietary Subject
Matter in the development, marketing, and sale of certain advertising
space on Champ Car Themed Soft Zones as set forth in Section 2.1 of
this Agreement.
5. PROTECTION OF MARKS.
5.1 All uses of the Proprietary Subject Matter in connection with Licensed
Products shall inure to Champ Car's and the Rights Holders benefit.
Limelight Media Group acknowledges Champ Car's and Rights Holder's
right, title, and interest in and to the Proprietary Subject Matter
and will not, either directly or indirectly, at any time do any act or
thing contesting the validity of or any way injuring or discrediting
any part of such right, title, or interest. Limelight Media Group
shall assist Champ Car, to the extent necessary, in the procurement of
any protection or to protect any of Champ Cars or Right Holder's
rights in the Proprietary Subject Matter. Limelight Media Group shall
provide Champ Car with whatever documentation or information requested
by Champ Car for the purpose of registration of the Proprietary
Subject Matter for the categories into which the Licensed Products
fall. Champ Car shall provide whatever samples to Driver as Driver
requires or Team as Team requires.
Page 20
5.2 Limelight Media Group shall promptly notify Champ Car, in writing, of
any infringements or imitations by others of the Licensed Products
and/or Proprietary Subject Matter of which it becomes aware. Champ Car
shall have the sole right to determine whether any action shall be
taken on account of such infringements of the Subject Matter on goods
that it may manufacture, sell, rent or distribute other than the
Licensed Products identified in this Agreement, even if such goods are
similar to the Licensed Products identified herein.
5.3 Limelight Media Group acknowledges that Champ Car prohibits Limelight
Media Group and Limelight Media Group's suppliers, vendors,
subcontractors and off-shore manufacturers from using Proprietary
Subject Matter on any labels, packages, or in advertisement without
specific written permission from Champ Car. Limelight Media Group
agrees to notify its suppliers, vendors, subcontractors and off-shore
manufacturers of Licensed Products of this prohibition. Limelight
Media Group further agrees to use its best efforts to enforce these
policies.
5.5 All Licensed Products shall be manufactured, leased, sold, labeled,
packaged, distributed, and advertised by Limelight Media Group in
accordance with all applicable federal, state, and local laws,
standards, and regulations and in the case of foreign countries, all
local laws of each country.
5.6 Limelight Media Group and its suppliers, vendors, subcontractors and
off-shore manufacturers shall comply with all Champ Car and
governmental customs regulations and policies.
5.7 Limelight Media Group acknowledges that the manufacture, rental and
sale by it of the Licensed Products shall not vest in Limelight Media
Group any ownership rights whatsoever in Proprietary Subject Matter.
Limelight Media Group shall not use any language or display the
Proprietary Subject Matter in such a way as to create the impression
that the Proprietary Subject Matter belongs to Limelight Media Group.
Page 21
ADDENDUM I
CHAMP CAR MARKS
Champ Car Marks
[LOGO]CHAMP CAR
[LOGO]CHAMP CAR
[LOGO]CHAMP CAR
Series Marks
[SERVICE XXXX]
[SERVICE XXXX]
[SERVICE XXXX]
