INTERNET MARKETING AGREEMENT
This Internet Marketing Agreement (the "Agreement") is made and entered
into this 29th day of December, 1999, by and between Xxxxxxxxx.xxx, Inc., a
Colorado corporation (hereinafter referred to as "Nicklebys"), with offices
located at 000 Xxxxxxxx, Xxxxx #000, Xxxxxx, Xxxxxxxx 00000, and
Xxxxxxxxxxx.xxx, Inc., a Colorado corporation (hereinafter referred to as "PI"),
with offices located at 0000 Xxxxxxx Xxxxxx, Xxxxx #00, Xxxxxx, Xxxxxxxx 00000.
A. WHEREAS, PI is engaged in the business of acquiring and marketing,
selling, trading and brokering originals and reproductions of fine art posters,
including, but not limited to, vintage antique, product advertising, travel,
sporting event, movie and theater memorabilia and commemorative posters, via its
web site on the Internet.
B. WHEREAS, Nicklebys is engaged in the business of acquiring and
marketing, selling, trading and brokering originals and reproductions of fine
art, antiques and collectibles via auction on its Internet web site, live
auction, retail sale from Nicklebys' showroom and/or otherwise.
C. WHEREAS, PI desires to advertise its fine art posters on Nicklebys'
web site on the Internet and Nicklebys desires to feature a banner advertisement
for PI on its web site for this purpose, in exchange for the consideration
described below.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
promises, covenants, agreements, representations and warranties set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Advertising. Nicklebys hereby agrees to permit PI to advertise
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its fine art posters on Nicklebys' web site on the Internet located at
xxx.xxxxxxxxx.xxx via a banner advertisement permitting visitors to Nickleby's
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web site to access PI's web site by "clicking" on the banner.
2. Consideration. PI hereby agrees to pay Nicklebys the sum of
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$.22 per each "click-through" or "hit" that is generated as a result of the
banner advertisement on Nicklebys' web site on the Internet located at
xxx.xxxxxxxxx.xxx featuring PI's fine art posters.
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3. Term of Agreement. The term of this Agreement shall be a
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period of twelve (12) months from the date hereof.
4. Notices. Any notices required or permitted to be given under
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this Agreement shall be sufficient if in writing and delivered or sent by
registered or certified mail to the office of each party.
5. Assignment. This Agreement and the rights and obligations of
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the parties hereunder shall inure to the benefit of and shall be binding upon
their successors and assigns.
6. Applicable Law. It is the intention of the parties hereto that
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this Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and pursuant to
the laws of the State of Colorado and that in any action, special proceeding or
other proceeding that may be brought arising out of, in connection with or by
reason of this Agreement, the laws of the State of Colorado shall be applicable
and shall govern to the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special proceeding may be instituted.
7. Severability. All agreements and covenants contained herein are
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severable and, in the event any of them shall be held to be invalid by any
competent court, this Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
8. Entire Agreement. This Agreement constitutes and embodies the
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entire understanding and agreement of the parties and supersedes and replaces
all prior understandings, agreements and negotiations between the parties.
9. Waiver and Modification. Any waiver, alteration or modification
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of any of the provisions of this Agreement shall be valid only if made in
writing and signed by the parties hereto. Each party hereto, from time to time,
may waive any of its rights hereunder without effecting a waiver with respect to
any subsequent occurrences or transactions hereof.
10. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
XXXXXXXXX.XXX, INC. XXXXXXXXXXX.XXX, INC.
By: Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxx, Chief Executive Officer Xxxxx X. Xxxxxxxx, President
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