MEMORANDUM OF UNDERSTANDING
NTN DEVELOPMENT LOCATION USAGE AND LICENSE AGREEMENT
BETWEEN
CINEPLEX ODEON CORPORATION, a Loews Cineplex Entertainment
Corporation company, a corporation incorporated under the
laws of the Province of Ontario, having its principal place
of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx, X0X 0X0 (hereinafter "COC")
AND
URBANALIEN, a limited partnership duly existing and
organized under the laws of INSERT having its main
operational offices at 0000 XXXXXXX XXXX, XXXXXXXXXXX,
XXXXXXX, X0X 0X0, T: 905 629 0455, (hereinafter "UA")
WHEREAS
A. CINEPLEX ODEON CORPORATION operates one of the premier
exhibition chains in Canada with numerous locations, and has
rights, within Canada, to, and offers, content in the form
of, stills, merchandise and other types of feature film
related marketing content,
B. URBANALIEN desires to design, and develop, install, and
operate interactive web-enabled multi-media advertising and
merchandising kiosks (the "UA Network") with the assistance
of CINEPLEX ODEON CORPORATION, which will be located at the
Eglinton Town Centre Cinema, 0000 Xxxxxxxx Xxxxxx Xxxx,
Xxxxxxx, XX; Queensway Cineplex Cinema, 0000 xxx Xxxxxxxxx,
Xxxxxxx, XX and Mississauga Square One Cineplex Cinema, 000
Xxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX in accordance with the
terms and conditions of this Agreement; and
C. CINEPLEX ODEON CORPORATION desires to assist
URBANALIEN, subject to the terms and conditions of this
Agreement, in the marketing and promotion of the UA Network
and Initial Deployment;
D. The parties herein agree that this Memorandum of
Understanding and the terms herein shall not be legally
binding on either of the parties herein, and that the intent
of this memorandum is to clarify discussions between the
parties.
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1.0 Definitions
The following capitalized terms have the meaning
described below:
(a) "CONTENT" means forms of promotional video
trailers, stills, merchandise and other types of
feature film related marketing content, as it exists as
of the date of this Agreement and any additions,
modifications or enhancements made thereto by agreement
between CINEPLEX ODEON CORPORATION and URBANALIEN;
(b) "URBANALIEN NETWORK"; means interactive kiosks with
Internet access installed at various locations with the
purpose of delivering content, merchandise and
advertising.
(c) "AUTHORISED CONTENT USAGE"; means that portion of
the interactive application developed by URBANALIEN for
delivery over the URBANALIEN Network that allows users
to preview and select film related marketing material
and other film-related content as provided with
agreement with COC and use of the Content to promote
the URBANALIEN Network as agreed with COC, that
agreement not be unreasonably withheld.
2.0 URBANALIEN's Technical Duties and Responsibilities
(a) URBANALIEN shall be responsible, at its sole cost
and expense, for the development of the software
("Software") necessary to enable the use of the
URBANALIEN application on the URBANALIEN Network.
(b) URBANALIEN, beginning on the agreed date, will at
its sole cost and expense install and operate four (4)
kiosks which will be located in the Queensway Cineplex
Cinema location as per this Agreement and four (4)
kiosks which will be located in the Eglinton Town
Centre Cineplex Cinema location as per this Agreement
and two (2) kiosks which will be located in the
Mississauga Square One Cineplex Cinema location as per
this Agreement.
(c) Maintenance and error corrections to the Software
and the URBANALIEN Network during the Term shall be the
responsibility of URBANALIEN and will be performed at
URBANALIEN's sole cost and expense.
(d) CINEPLEX ODEON CORPORATION shall be entitled to a
direct link to its website, on the URBANALIEN
application for display on the kiosks located within
the Location. CINEPLEX ODEON CORPORATION shall be
responsible, at its own expense, for ensuring that it
owns or hold all necessary licenses to all intellectual
property rights in the Content. CINEPLEX ODEON
CORPORATION shall be responsible, at its own expense,
for any repurposing of the CINEPLEX ODEON CORPORATION
Content only required for distribution on the
URBANALIEN Network.
3.0 CINEPLEX ODEON CORPORATION's Technical Duties and
Responsibilities
(a) CINEPLEX ODEON CORPORATION will make available to
URBANALIEN in respect of the area and certain agreed
space within each site, to be clear, for the initial
deployment within the Eglinton Town Centre Cineplex
Cinema, 0000 Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX and the
Queensway Cineplex Cinema, 0000 xxx Xxxxxxxxx, Xxxxxxx,
XX and Mississauga Square One Cineplex Cinema, 000 Xxxx
Xxxxxx Xxxxx, Xxxxxxxxxxx, XX, to be used for the
installation and operation of kiosks by URBANALIEN.
CINEPLEX ODEON CORPORATION and URBANALIEN shall
cooperate in good faith with each other to approve the
design configuration and layout of each kiosk, with a
view toward maximizing available space and
telecommunications accessibility for the kiosks within
each agreed space.
(b) CINEPLEX ODEON CORPORATION will grant to URBANALIEN
exclusivity in respect of the installation and
operation of interactive web-enabled multimedia
terminals in the agreed cinema locations during the
test period - to be certain, May 3 2002 to August 29
2002..
(c) To ensure that their association is as effective as
possible, URBANALIEN and CINEPLEX ODEON CORPORATION
shall communicate regularly, on a mutually agreed to
schedule, to discuss film release schedules,
promotional events, merchandising initiatives and other
similar issues. Canada.
(d) To ensure that their association is as effective as
possible, URBANALIEN and CINEPLEX ODEON CORPORATION
shall communicate regularly, on a mutually agreed
schedule to discuss data and information, including
traffic information, generated by any kiosks located
within the Locations. All such data and information
shall constitute confidential information and shall be
treated as such by URBANALIEN and CINEPLEX ODEON
CORPORATION. This kiosk usage data will remain the
property of URBANALIEN.
4.0 Terms
The term will commence with a sixty (60) day initial
deployment period, with a thirty (30) day review,
beginning on May 3 2002, the Effective Date, URBANALIEN
will, at its sole cost and expense, design, create,
install and operate ten (10) Kiosks which will be
located in the lobbies of the movie theatre at the
agreed Cineplex Odeon Eglinton Town Centre, Queensway
and Mississauga Square One cinema locations. Each Kiosk
will be fully installed and operational within thirty
(30) calendar days following the Effective Date. Upon a
satisfactory test and Urbanalien meeting criteria
outlined by Cineplex Odeon theaters both URBANALIEN and
CINEPLEX ODEON ENTERTAINMENT will make efforts to enter
a joint venture agreement on mutually agreed terms,
which shall include deployment of the URBANALIEN
Network into all Cineplex Odeon Entertainment
locations.
5.0 Fees
No fee shall be payable either by URBANALIEN or by
CINEPLEX ODEON ENTERTAINMENT for the authorized use of
the agreed space or for Content as part of this
agreement,
6.0 Effective Date
The Term of this Agreement shall commence on
May 3, 2002.
7.0 Termination clause
(a) In the event of the bankruptcy or the appointment
of a receiver over the affairs of a party, the winding-
up of a party or the taking of steps to dissolve or
liquidate a party, or any similar or like event, the
other party shall be permitted to terminate this
Agreement upon notice to such party, effective as of
the date such notice is delivered.
(b) In addition to the foregoing, URBANALIEN and
CINEPLEX ODEON CORPORATION shall each also have the
right to terminate this Agreement upon thirty- (30)
days prior written notice in the event
8.0 Reciprocal Indemnity
Each of CINEPLEX ODEON CORPORATION and URBANALIEN agree
to indemnify and hold the other harmless from and
against any and all claims, damages, liabilities,
expenses and costs (including reasonable solicitors'
fees and related costs in connection with settlement or
defense thereof) arising out of the breach by the other
of any representation, warranty or obligation made
hereunder. The party entitled to indemnification
hereunder shall notify the other party hereto in
writing of the claim of action of which such
indemnification applies. The party so notified shall
undertake the defense of any such claim or action and
permit the indemnified party to participate therein at
its own expense. The settlement of any such claim or
action by the indemnifying party shall not release it
from its obligations hereunder with respect to such
claim or action so settled.
9.0 Notices
Any demand, notice or other communication to be given
in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by
registered mail or by electronic means of communication
addressed to:
For CINEPLEX ODEON CORPORATION
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Contact Name Xxxx Xxxxx
Phone Number 000 000 0000
e-mail Address xxxxxx@xxxxxxxx.xxx
For URBANALIEN
URBANALIEN
0000 Xxxxxxx Xxxx
X0X 0X0
Xxxxxxxxx: V.P Strategic Relations and/or General
Counsel
Phone: 000 000 0000
Facsimile: 000 000 0000
9.4 Complete Agreement
This Agreement sets forth the entire, final and complete
understanding between the parties hereto relevant to the
subject matter of this Agreement, and it supersedes and
replaces all previous understandings or agreements,
written, oral or implied, relevant to the subject matter
of this Agreement, made or existing, before the date of
this Agreement. Except as expressly provided by this
Agreement, no modification of any of the terms or
conditions of this Agreement shall be effective unless
in writing and signed by both parties.
9.5Confidentiality
The terms and conditions of this Agreement, other than
the existence and duration, shall be kept confidential
by the parties hereto and shall not be disclosed by
either party to any third party except as may be
required by any court order or governmental agency, and
except to a party's accountants, auditors, and legal
counsel. Neither party shall furnish to any third party,
firm nor corporation any information as to the methods
employed in the business of the other party hereto.
In witness whereof, the parties have initialed and
signed this Agreement (and its Appendices) on the date
and in the place set out below and each of the parties
acknowledges receiving an original hereof.
Place and date Place and date
______________________________ _____________________________
URBANALIEN CINEPLEX ODEON CORPORATION
By: By:__________________________
______________________________
Name: Xxxxxxx Xxxxxxxxx Name: Xxxx Xxxxx
Title: President Title: National Sales
Director
