MARKETING AGREEMENT
This Marketing Agreement (the "Agreement") is entered into
effective this 1st day of June, 1999 by and between Internet Golf
Association, Inc., a Nevada corporation ("IGA") and Internet Golf
Advertising Corp., a Nevada corporation ("AdCorp"). IGA and AdCorp
shall be collectively referred to herein as the parties.
RECITALS
WHEREAS, IGA is in the business of marketing and managing
Internet based golf tournaments and related services (the "Tour").
WHEREAS, AdCorp desires to assist IGA in its marketing of IGA
Memberships to the Tour, including attracting members to the Tour,
identifying and negotiating advertising in all media formats, and
other general marketing services.
NOW, THEREFORE, for good and adequate consideration, the
receipt of which is hereby acknowledged, the parties hereby agree as
follows:
1. Sale of Memberships. AdCorp agrees to use its best efforts
to assist IGA in attracting members to the Tour, including
but not limited to the creation and implementation of a
marketing plan, drafting and distribution of promotional
materials, and communications with potential and existing
members.
1.1 Compensation for Sale of Memberships. As
compensation for services rendered relating to the
sale of memberships, IGA agrees to the following:
a. IGA will reimburse AdCorp for all expenses reasonably
related to the services described in this Section 1,
including but not limited to salaries, printing
costs, telephone, postage, utilities, and office
rents, provided that those expenses are approved in
advance by IGA. No later than the 15th of each
month, AdCorp shall prepare and deliver to IGA an
accounting of all such expenses incurred during the
previous month, as well as an estimate of all such
expenses for the next month. Within ten (10) days of
the delivery of said accounting, IGA shall review the
estimates for the next month and, if acceptable,
approve the estimates in writing. Further, within
ten (10) days of the delivery of said accounting, IGA
shall pay to AdCorp the amounts due for the previous
month, provided said amounts do not exceed the
estimate for that month by more than ten percent
(10%). In the event the actual expenses due for any
month exceed the estimate previously provided by
AdCorp for that same month, the IGA shall only be
responsible for reimbursement of the estimated amount
plus an additional ten percent (10%). Both AdCorp
and IGA acknowledge an advance against the expenses
described herein paid to AdCorp by IGA in the amount
of $________.
b. In addition to the reimbursement of expenses as set
forth above, IGA shall pay to AdCorp the sum of Ten
Dollars ($10.00) for every membership in the Tour
sold as a result of AdCorp's efforts. On the first
of each month, AdCorp shall deliver prepare and
deliver to IGA an accounting of all new memberships
obtained as a result of AdCorp's efforts, and IGA
shall deliver the sums due hereunder within ten (10)
days of receipt thereof.
2. Media Purchases. AdCorp shall be granted the non-exclusive
right to identify and present to IGA the purchase of certain
advertising media. In the event that IGA, in its sole
discretion, completes a purchase of advertising media
presented to it as a result of AdCorp's efforts, then AdCorp
shall be entitled to retain that portion of any ad agency fee
equal to eight percent (8%) of the total purchase price, with
the balance of any ad agency fee paid to or applied for the
benefit of IGA.
3. Nondisclosure. Each party hereto agrees to keep the terms of
this Agreement and the transactions contemplated hereby as
confidential and shall not disclose such information to any
third party, other than professional advisors utilized to
negotiate and consummate the transactions contemplated
hereby. The parties hereto agree that in the event there is
a breach of the foregoing confidentiality provision, the
damage to the parties hereto would be difficult to estimate
and as a result, in the event of such a breach, the
non-breaching party, in addition to any and all other
remedies allowed by law, would be entitled to injunctive
relief enjoining the actions of the breaching party.
4. Exclusivity. AdCorp agrees, as a material term of this
Agreement, that it, nor any of its employees, officers,
directors, agents and/or assigns will perform any services
for any individual or entity other than IGA during the term
of this Agreement. Further, AdCorp hereby agrees that it
will not perform any services for any individual or entity
which is a direct or indirect competitor of IGA, such
determination to be at the sole discretion of IGA, for a
period of twelve (12) months following termination of this
Agreement.
5. Term and Termination. This Agreement shall be in effect
until terminated by either party on thirty (30) days notice,
with or without cause.
6. Relationship of Parties. Both IGA and AdCorp agree that
AdCorp will act as an independent contractor in the
performance of his duties under this Agreement. Nothing
contained in this Agreement shall be construed to imply that
AdCorp, or any employee, agent or other authorized
representative of AdCorp, is a partner, joint venturer,
agent, officer or employee of IGA. Neither party hereto
shall have any authority to bind the other in any respect vis
a vis any third party, it being intended that each shall
remain an independent contractor and responsible only for its
own actions.
7. Representations and Warranties.
Each party hereby represents, warrants and covenants as
follows:
A. When executed and delivered, the terms hereof shall
constitute a valid and legally binding agreement
enforceable in accordance with its terms, except as
may be limited by bankruptcy, insolvency or other
laws affecting generally the enforceability of
creditors rights and by limitations on the
availability of equitable remedies.
B. Neither the execution and delivery of this Agreement
nor the consummation or performance of the
transactions contemplated herein will violate any
law, rule, regulation, writ, judgment, injunction,
decree, determination, or other order of any court,
government or governmental agency or instrumentality,
domestic or foreign, or conflict with or result in
any breach of any of the terms of or the creation or
imposition of any mortgage, deed of trust, pledge,
lien, security interest or other charge or
encumbrance of any nature pursuant to the terms of
any contract or agreement.
8. Severability. If any portion of this Agreement is found by a
court of competent jurisdiction to be void or unenforceable,
that portion shall be deemed to be reformed to the extent
necessary to cause such portion to be enforceable and the
same shall not affect the remainder of this Agreement, which
shall be given full force and effect without regard to the
invalid or unenforceable portions.
9. Entire Agreement. This Agreement along with the exhibits
attached hereto, which may be signed in duplicate or
counterparts, replaces and supersedes all previous Agreements
between the parties hereto, and contains the entire
understanding between the parties, and may not be changed,
altered, amended, or modified, except in writing, duly
executed by each of the parties.
10. Assignment. This Agreement may not be assigned or
transferred by either party hereto without the prior written
consent of all other parties hereto.
11. Notices. All notices, requests, instruments or documents
hereunder shall be in writing and delivered personally or
sent by registered or certified mail, postage prepaid, or by
facsimile transmission, telegraphic or similar conveyance:
If to IGA: Internet Golf Association
00000 Xxxx Xxxxx Xxxxxx Xxxxx, Xxxxx X-000
Xxxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxx, President
Facsimile (000) 000-0000
If to AdCorp: Internet Golf Advertising Corp.
_____________________________
_____________________________
Attn: Xxxxx Xxxxx
Facsimile (000) 000-0000
If delivered personally, the date on which a notice, request,
instruction or document is delivered shall be the date on
which delivery is made, and, if delivered by mail, the date
on which such notice, request, instruction or document is
deposited in the mail shall be the date of delivery. Each
notice, request, instruction or document shall bear the date
on which it is delivered.
12. Governing Law; Venue. This Agreement shall be governed by
the laws of the State of California, United States of
America. Any cause of action brought by an party hereunder
shall be brought in the court of proper jurisdiction in
Orange County, California.
13. Attorney's Fees. Should any action be commenced between the
parties to this Agreement concerning the matters set forth in
this Agreement or the rights and duties of either in relation
thereto, the prevailing party in such action shall be
entitled, in addition to such other relief as may be granted,
to a reasonable sum as and for its Attorney's Fees and Costs.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
written above.
"IGA" "AdCorp"
INTERNET GOLF ASSOCIATION INTERNET GOLF ADVERTISING
CORP
/s/ Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxx Xxxxx
_______________________________ ________________________________
By: Xxxxxxx X. Xxxxxxxxxx By: Xxxxx Xxxxx
Its: President Its: ________________________
