Exhibit 10.17
August 5, 1999
Xx. Xxxx Xxxxxx, Chief Executive Officer
Across Media Networks, L.L.C.
0000 Xxxx Xxxx.
Bldg. 00, Xxx. 000
Xxxxxx, Xxxxxxxx 00000
Re: MediaPlex Agreement with Across Media
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Dear Xxxx:
MediaPlex, Inc. ("MediaPlex") eagerly anticipates the diversified
opportunities and powerful mutual benefits of working with Across Media
Networks, L.L.C. ("Across Media"). As such, I would like to take this
opportunity to thank you and Across Media for the chance to collaborate with
your organization, which we believe will be a long and mutually rewarding
relationship for both companies. This is to confirm the parameters of our
understanding with respect to our proposed strategic partnership.
a. The anticipated alliance. We both envision collaborating on
interactive programs designed to capitalize on the convergence of cable
television with the Internet ("Interactive Media Programs"). This collaboration
would combine Across Media's unrivaled ability to create local cable programming
with MediaPlex's unique ability to plan customized media and marketing programs
and to utilize a client's enterprise data to generate real-time automated
advertising campaigns best suited for a particular viewer.
In brief, this strategic alliance would enable Across Media and
MediaPlex to offer marketers the unprecedented capability to match a specific
consumer with a specific, compelling offer presented both on cable television
and on the Internet driven by business rules and relevant marketing data. We
believe this alliance literally holds the potential to revolutionize the scope
of current marketing by establishing the most customized campaigns.
b. Immediate Programs. Initially, we have agreed that as soon as
MediaPlex's Mobile Java Objects ("MOJO") technology is available, Mediaplex will
provide this technology to AMN exclusively in conjunction with online marketing
and advertising programs for Across Media's CityHits Internet business
(xxx.xxxxxxxx.xxx) and its client. In addition, subject to the approval of
participating hotel chains and to meeting agreed upon performance criteria, MOJO
will be used by Across Media as the exclusive enterprise information provider
for a television programming channel focused exclusively on entertaining hotel
patrons (the "Exclusive Hotel Channel") currently being developed by Across
Media, including the initial development of a designated channel for patrons of
the Marriott and Starwood Hotels. It is agreed that, subject to
Xx. Xxxx Xxxxxx
July 22, 1999
Page 2 of 3
the terms herein, Across Media will assist in the representation of MOJO to the
participating hotel chains and will solely utilize the MOJO technology in the
development and implementation of specific advertising/marketing campaigns
utilizing enterprise data on this channel, including the initial program
focused on increased occupancy in participating hotel properties. This program
("Operation Fullhouse") will be enabled by MOJO technology which will provide
real-time inventory management capability. If these projects are successful and
other terms and conditions can be mutually agreed you, it is anticipated that
MOJO will subsequently be utilized by the parties in supplementary marketing
programs offered in conjunction with Operation Fullhouse including programs
involving such marketers as airlines, rental car reservations, and related
promotions.
MediaPlex will manage the integration process with regard to CityHits
and the Exclusive Hotel Channel and with the prior written approval of Across
Media and pursuant to the terms hereof will charge the participating marketing
partners, such as the hotel chains, the airlines and rental car companies, for
such integration on a one-time basis. MediaPlex will continue to maintain its
reporting and tracking functions in-house. The initial implementation of the
Exclusive Hotel Channel program is expected later this year.
Further, it is agreed that MediaPlex and Across Media shall
participate in the revenues generated by MOJO-powered programs on a mutually
agreed-upon basis to be negotiated in good faith. Thereafter, we both
anticipate applying the same format to additional hotel chains, including the
Hilton Corporation.
MediaPlex and Across Media will coordinate efforts to track
transactions generated by these programs and submit invoices on the
agreed-upon sharing basis that shall be due and payable upon receipt.
MediaPlex's charges shall be inclusive of our media planning, tracking, and
reporting, and will also be inclusive of all non-billable work such as
planning meetings and new client pitches.
Our agreement shall commence on the first day it is signed by both
parties (fax signatures are acceptable) and shall run for a term of six
months, at which time the parties may agree in writing to extend the term.
MediaPlex will act in the capacity of an independent contractor. This
agreement embodies our entire agreement, supersedes all prior oral and written
agreements, and may not be amended or modified except by an agreement signed
by both parties; provided that the parties acknowledge that there are various
terms which have not yet been finalized and which will be negotiated in good
faith as soon as practicable. The law of the State of Colorado shall govern
this agreement. This agreement may be executed in any number of counterparts
and facsimile
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July 22, 1999
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copies, each of which shall be deemed an original, and all of which together
shall be deemed one and the same instrument. If any action at law of in equity
is brought to enforce or interpret the terms of this agreement, the prevailing
party shall recover its reasonable attorney's fees in addition to any other
relief to which it may be entitles. Any notice or report required or permitted
by this agreement shall be made by personal delivery or fax to the then
operating fax number or business address to the attention of Xxxx X. Xxxxxxx,
if to MediaPlex, or to Xxxx Xxxxxx, if to Across Media.
If this comports with your understanding of our agreement, please sign
it and fax us a copy for our file. Please retain the original for your files.
Best regards,
MEDIAPLEX, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
V.P of Business and Legal Affairs
AGREED TO AND ACCEPTED:
ACROSS MEDIA NETWORKS, L.L.C.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
President
