Royalty & Consulting Agreement
THIS AGREEMENT is made effective as of the 1st day of May, 1998, between
GALAXY MALL, INC., a Wyoming Corporation with a principal place of business at
000 Xxxxx Xxxxxxxxxx Xxxx Xx., Xxxx, XX 00000, (hereinafter referred to as
GALAXY), and XXXX XXXXXXX With a principal place of business at 000 Xxxxx
Xxxxx Xx., Xxxxxxxx, XX 00000 (hereinafter referred to as XXXXXXX)
WITNESSETH
WHEREAS GALAXY is in the business of providing electronic storefronts,
banner advertising, and Internet presence via an electronic mall on the World
Wide Web known as "The Galaxy Mall"; and
WHEREAS XXXXXXX is in the business of offering consulting and marketing
advice on Internet promotion; and
WHEREAS XXXXXXX is also in the business of writing training manuals,
materials, courses, audio tape presentations and related educational items on
marketing techniques for the Internet; and
WHEREAS XXXXXXX desires to provide certain Internet training courses and
materials with specific applications for using banner type advertisements in
conjunction with present and future GALAXY marketing programs; and
WHEREAS GALAXY has developed a banner advertising program and marketing
division of the company hereafter referred to as "BANNERWEB"; and
WHEREAS GALAXY desires XXXXXXX to prepare and write certain banner
advertising courses that promote BANNERWEB and could be sold either directly
or indirectly by GALAXY on an "as soon as possible basis", and
WHEREAS GALAXY desires to use and market XXXXXXX'x proposed banner
advertising materials, and to generate additional revenue from existing and
future GALAXY customers and non-customers; and
WHEREAS GALAXY and XXXXXXX are willing to enter into a royalty and
commission agreement pursuant to the terms hereof
NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which the parties
hereto acknowledge, the parties, and hereby agree as follows:
1. Research and Writing Responsibilities. XXXXXXX agrees to continue to
research banner advertising on the Internet, and to use said research, along
with XXXXXXX'x personal knowledge and BANNERWEB marketing experience and
information to write a series of Internet training materials focused on banner
advertising in general and BANNERWEB specifically.
A. At GALAXY's request XXXXXXX will prepare and write a beginning
banner advertising primer course consisting of a manual designed to promote
the sale of banner impressions on GALAXY's BANNERWEB network, and other GALAXY
products. Said primer course is presently referred to as "Getting Started With
BannerWeb - A Primer For Making Money With Banner Advertising" and is
referred to as "PRIMER" hereafter. PRIMER will be designed to explain Internet
banner advertising, and will promote the ongoing and future sales of GALAXY's
banner impressions, BannerWeb License, BannerWeb Network, and other
educational materials related to GALAXY products.
B. At GALAXY's request XXXXXXX will prepare and write a comprehensive
banner advertising course designed to promote the sale of banner impressions
on GALAXY's BannerWeb network, and other GALAXY products. Said
comprehensive banner course is presently referred to as "BannerWeb -
Promotion Secrets, money-Making Strategies, and Internet Marketing Techniques
to Dramatically Increase Customer Traffic on the World Wide Web" and is
referred to "COURSE" hereafter. COURSE will be designed to consist of a
manual of approximately 150 -200 pages more or less, 8 - 10 audio cassette
tapes scripted and recorded by XXXXXXX, and one or more charts or special
reports dealing with banner advertising. Said COURSE will promote the ongoing
and future sales of GALAXY's banner impressions, BannerWeb License, BannerWeb
Network, and other educational materials related to GALAXY products.
X. XXXXXXX agrees to use the advertising principles, marketing
concepts, and guidelines established by GALAXY and BANNERWEB in both the
PRIMER and COURSE educational materials.
2. Ownership of Copyrights. GALAXY and XXXXXXX agree that XXXXXXX or
assignees will retain complete ownership to all copyrights for both the PRIMER
and COURSE, and XXXXXXX will receive a royalty and/or commission for those
PRIMER and COURSE materials distributed directly or indirectly by GALAXY.
3. Completion Time. GALAXY and XXXXXXX agree that XXXXXXX will complete the
PRIMER by June 1, 1998 or as soon thereafter as possible. GALAXY and XXXXXXX
further agree that XXXXXXX will complete the COURSE by July 1, 1998 or as soon
thereafter as possible. GALAXY and XXXXXXX agree that completion is defined as
the delivery of completed manuscripts including all necessary artwork on disk,
and audio cassette master recordings to GALAXY's offices by XXXXXXX.
4. Right to Review. GALAXY and XXXXXXX agree that GALAXY has the right to
review PRIMER and COURSE to insure compatibility with BANNERWEB guidelines,
and to make appropriate changes to PRIMER and / or COURSE prior to production,
marketing, and/or distribution.
5. Production Expenses. GALAXY and XXXXXXX agree that GALAXY is responsible
for all direct and indirect production expenses of PRIMER and COURSE to
include, but not limited to audio recording expenses, printing costs,
duplication expenses, graphical design expenses, and all similar expenses. In
the event that GALAXY requests XXXXXXX to advance any such expenses, GALAXY
agrees to reimburse XXXXXXX in a timely manner for said expense advances.
6. Distribution or Re-Sale Rights. XXXXXXX hereby grants GALAXY the exclusive
right to resell or distribute PRIMER and / or COURSE to GALAXY or BANNERWEB
business contacts. GALAXY and XXXXXXX agree that GALAXY will pay XXXXXXX
both a royalty and commission on sales of BANNERWEB and GALAXY products sold
as a result of said distribution or re-sale.
7. Pricing Rights. GALAXY and XXXXXXX agree that, GALAXY has the right to
price the PRIMER and COURSE at prices determined solely by GALAXY. GALAXY and
XXXXXXX agree that said pricing rights extend to both sales of PRIMER and
COURSE to existing and future GALAXY customers and to existing and future
non-GALAXY customers
8. Royalty Payments. GALAXY hereby agrees to pay, and XXXXXXX agrees to
accept a royalty payment for all PRIMER and COURSE units sold or distributed
directly or indirectly by GALAXY.
A. GALAXY and XXXXXXX agree the royalty payment for all PRIMER units
will be $4.00 per unit of PRIMER sold, distributed, or resold by GALAXY or ten
percent of the actual sales price received by GALAXY for each PRIMER unit
sold, whichever is more.
B. GALAXY and XXXXXXX agree the royalty payment for all COURSE units
will be $15 - 00 per unit of COURSE sold, distributed, or resold by, GALAXY;
or ten percent (10%) of the actual sales price received by GALAXY for each
COURSE unit sold, whichever is more.
9. Commission Payments for Subsequent Sales of BANNERWEB and GALAXY Products.
GALAXY and XXXXXXX agree that the purpose and content of the PRIMER and / or
COURSE products are specifically designed to lead to subsequent sales of
BANNERWEB and GALAXY PRODUCTS including, but not limited to banner impressions
on the BANNERWEB network, BANNERWEB license fees, existing and future
BANNERWEB PRODUCTS, and the PRIMER and COURSE products. GALAXY agrees to pay,
and XXXXXXX agrees to accept a commission payment for all GALAXY or BANNERWEB
products subsequently sold to non-GALAXY customers who originally purchase
either the PRIMER or COURSE.
A. GALAXY and XXXXXXX agree that the definition of a non-GALAXY customer
will be all other persons, businesses, or entities who become clients of
GALAXY through any marketing effort which includes the PRIMER or COURSE.
B. GALAXY and XXXXXXX agree the commission payments for subsequent
sales of GALAXY products which include banners, banner impressions on the
BANNERWEB network, BANNERWEB license fees, existing and future BANNERWEB
PRODUCTS, and the PRIMER and COURSE products sold to non-GALAXY customers who
originally purchase either the PRIMER or COURSE will be ten percent (10%) of
the actual sales price received by GALAXY for said products.
10. Timing of GALAXY Payments to XXXXXXX. GALAXY and XXXXXXX agree that
GALAXY will pay XXXXXXX, or his assigns, all royalty and commission payments
agreed to in this document in a timely fashion. Unless otherwise agreed upon
by GALAXY and XXXXXXX said payments will be made on a weekly basis for all
payments cleared by GALAXY during the previous week, less a reasonable reserve
to protect against cancellations and or chargebacks.
11. Term of this Agreement. This Agreement will remain in effect for a minimum
period of three years.
A. This Agreement will be effective May 1, 1998.
B. Following the third year anniversary of this Agreement, it will
remain in effect on an annual basis, providing GALAXY continues to sell or
distribute the PRIMER or COURSE, or continues to market BANNERWEB or GALAXY
products, as defined in this Agreement, to non-GALAXY customers who have
previously purchased either the PRIMER or COURSE products according to in
paragraph 9 above.
12. Cancellation and Assignment. GALAXY and XXXXXXX agree that this agreement
can not be canceled without the approval of both parties. Any cancellation
will not negate any payments which may be due, or come due as. a result of
this Agreement. GALAXY and XXXXXXX agree that XXXXXXX may assign any payments
that are due, or may become due through the terms of this Agreement,
13. Compliance with Laws. GALAXY and XXXXXXX shall conduct and maintain, at
all times, its activities, and business operations in strict compliance with
all federal and state laws as applicable hereto.
14. NOTICES. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to
be given, or on the third day after mailing, if mailed to the party to
whom notice is to be given, by first-class, registered or certified mail,
postage prepaid, and unless either party should notify the other party in
writing of a change of address, properly addressed, as follows:
To: GALAXY Attention: Xxxxx Xxxxxx
Chief Financial Officer
Galaxy Mall, Inc.
000 X. Xxxxxxxxxx Xxxx Xx.
Xxxx, XX 00000
To: XXXXXXX Xxxx Xxxxxxx
000 Xxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
15. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the
parties regarding the PRIMER and COURSE. It may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement
of any waiver, change, modification, extension, or discharge is sought.
16. SUCCESSION. This Agreement shall inure to the benefit and be binding upon
the parties hereto and upon their assignees and successors in interest of any
kind whatsoever.
17. SECTION HEADINGS. The section headings herein have been inserted for
convenience only and shall not be deemed to limit or otherwise affect the
construction of any provision herein.
18. SITUS. This Agreement shall be governed by the laws of the state of Utah.
19. ATTORNEYS FEES. In the event of a breach of this Agreement, the breaching
party shall pay to the enforcing party all reasonable costs of enforcement,
with or without suit, including a reasonable attorney's fee, together with
such other legal costs as may be authorized by law.
20. SEVERABILITY. In the event any section, paragraph, or portion of this
Agreement shall be deemed to be by any court having lawful jurisdiction of the
subject matter of this Agreement void, voidable, or invalid for any reason,
this Agreement shall be otherwise valid, and enforceable as if said void,
voidable, or invalid article, section, paragraph, or portion of this
Agreement had not been a part hereof in the first instance.
21. AUTHORITY TO BIND. Each person executing this Agreement hereby warrants
that he has full and legal authority to execute this Agreement for and on
behalf of the respective parties, and no further approval or consent of any
other person is necessary in connection therewith. Further, each person
executing this Agreement covenants and represents that the execution
of this Agreement is not in contravention of and will not result in a breach
of any other agreement, contract, instrument, order, judgement or decree to
which such person is a party.
22. COUNTERPARTS. This Agreement may be executed in duplicate originals, each
of which shall be considered an original. For purposes of this section 22,
facsimile copies of this Agreement executed and transmitted by a party shall
be binding against such party as an original thereof.
24. CONFIDENTIALITY. The parties agree that the terms of this Agreement shall
remain confidential and shall not be publicized nor disclosed, other than to
management without the prior written consent of the non-disclosing party.
IN WITNESS WHEREOF, the parties hereto this 1st day of May, 1998 have
hereunto set their hands and seals effective the day and year first written
above.
GALAXY MALL, INC.
By:/s/Xxxxx Xxxxxx
Xxxxx Xxxxxx, CFO
XXXX XXXXXXX
By/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
