EXHIBIT 10.39
TRANSITION SERVICES AGREEMENT
This Agreement is made as of June 7, 2000 (the "Effective Date") by and
between OnRadio, a California corporation with offices at 0000 Xxxxx Xxxxx Xxxx,
Xxxxx 000, Xxxxxx Xxxxxx, XX 00000 ("OnRadio") and XxxxxxXxxxx.xxx, a Nevada
corporation with offices at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X
0X0, Xxxxxx ("Global").
RECITALS
A. WHEREAS, Global and OnRadio have entered into an Asset Purchase Agreement
in which Global has purchased certain contracts related to OnRadio's terrestrial
radio business, and
B. WHEREAS, OnRadio wishes to provide certain services to Global in order to
assist Global with the transition of the customers under such contracts to
Global.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein, Global and OnRadio agree as follows:
SECTION 1
DEFINITIONS
The following definitions shall apply throughout this Agreement:
1.1 "Content" means the text and other content which OnRadio has agreed to
provide the Customers under the Web Site Contracts.
1.2 Contracts" shall have the meaning set forth in the Asset Purchase
Agreement.
1.3 "Customers" shall have the meaning set forth in the Asset Purchase
Agreement.
1.4 "Global Services" shall have the meaning set forth in the Asset
Purchase Agreement.
1.5 "Global Customer Transition" shall mean (i) Global has entered into a
new contract with a Customer relating to the provision of Global
Services to the Customer, (ii) Global has completed its set-up and
testing procedures for the web site of such Customer, and (iii) Global
has commenced the commercial delivery of the Global Service to such
site.
1.6 "Global Media Player" shall have the meaning set forth in the Asset
Purchase Agreement.
1.7 "Initial Closing" shall have the meaning set forth in the Asset
Purchase Agreement.
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1.8 "Intermediate Closing(s)" shall have the meaning set forth in the
Asset Purchase Agreement.
1.9 "Maintenance Services" means those services set forth in Schedule "A."
1.10 "Final Closing" shall have the meaning set forth in the Asset Purchase
Agreement.
1.11 "Services" means the Maintenance Services and the Transition Services.
1.12 "Streaming Media Contracts" shall have the meaning set forth in the
Asset Purchase Agreement.
1.13 "Streaming Media Contracts Customers" shall have the meaning set forth
in the Asset Purchase Agreement. "Streaming Media Contracts Customers"
may also be referred to as "Streaming Customers."
1.14 "Streaming Transition Services" means those services set forth in
Schedule B-2.
1.15 "Term" shall have the meaning set forth in Section 4.1.
1.16 "Transition Services" means those services set forth in Schedule
"B-1."
1.17 "Vendor Contracts" means the third party agreements listed in Schedule
"C".
1.18 "Web Site Contracts" shall have the meaning set forth in the Asset
Purchase Agreement.
SECTION 2
ONRADIO'S RIGHTS AND OBLIGATIONS
2.1 OnRadio shall provide the Maintenance Services during the Term.
OnRadio shall provide the Maintenance Services at a level that is at least
consistent with the level of services provided by OnRadio at the time of
Effective Date. During the Term, OnRadio shall provide such training to Global's
transition team as is reasonably necessary to enable Global to assume full
responsibility for providing the Maintenance Services by the end of the Term.
2.2 As of the Effective Date, OnRadio relies on third party services
provided under the Vendor Contracts to provide certain Maintenance Services.
OnRadio shall have the right to replace any vendor set forth in the Vendor
Contracts with another vendor so long as the services provided are substantially
equivalent and of comparable quality and such replacement is implemented in a
way that does not result in a material disruption of the Maintenance Services.
OnRadio agrees to inform Global a reasonable time in advance of implementing any
vendor replacement and to use reasonable efforts to avoid any disruption in the
Maintenance Services in implementing such replacement.
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2.3 OnRadio shall have no duty to provide Maintenance Services for any
customers of Global other than the Customers.
2.4 OnRadio shall provide the Transition Services during the Term.
2.5 OnRadio shall provide the services of a transition team to assist with
the provision of Transition Services. The transition team shall be staffed as
described in Schedule "D."
2.6 OnRadio shall have the right to replace Content sources with
alternative sources of substantively similar content of comparable quality.
2.7 OnRadio shall provide the Services and Streaming Transition Services,
in a good and professional manner.
2.8 OnRadio shall be responsible for compensation and other costs
associated with its transition team as well as any other internal costs
associated with carrying out its obligations under this Agreement. Global shall
pay any travel expenses associated with providing transition services under this
Agreement. OnRadio shall be responsible for the payment of the costs for Verio,
BellSouth, SWBell, Ameritech, US West, InterVu, iBeam until the end of the
Streaming Transition Services Term set forth in Section 4.2.
2.9 OnRadio shall have no further obligation to provide the Services (i)
with respect to any Customer web site for which Global has completed the Global
Customer Transition, or (ii) for any Customers, following expiration of the
Term.
SECTION 3
GLOBAL'S RIGHTS AND OBLIGATIONS
3.1 Except as set forth in Section 2.8 above, Global shall reimburse
OnRadio for certain Vendor Contract costs as set forth in Schedule "C." The
costs shall be paid monthly prior to the first day of each month. If, in
accordance with Section 2.2, OnRadio has replaced a vendor, unless Global
otherwise agrees in writing Global shall not be obligated for any increased
vendor costs that may be incurred by OnRadio as a result of any such
replacement. OnRadio shall have no duty to provide the corresponding service set
forth in the Vendor Contracts once Global has assumed responsibility for
providing the service, and in no event shall OnRadio have a duty to provide said
services past December 6, 2000. If the Vendor Contracts are assumable and Global
wishes to assume one of more of the contracts, OnRadio shall cooperate in
Global's efforts to assume the Vendor Contracts, at Global cost.
3.2 Global shall make commercially reasonable efforts to assume
responsibility for each of the separate services that comprise the Maintenance
Services as soon as practicable after the Effective Date and shall be fully
responsible for such services at the expiration of the Term. Global shall use
its Best Efforts to complete the Global Customer Transition for all Streaming
Media Contracts Customers as soon as possible after the Initial Closing.
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3.3 In order to assist OnRadio in its efforts to provide the Maintenance
Services, Transition Services, and Streaming Transition Services, Global shall
provide OnRadio with a technical transition plan and a sales and marketing
transition plan as promptly as practicable following the Initial Closing.
3.4 Global agrees to maintain a transition team to assist in the
transition of the Contracts from OnRadio to Global. The transition team shall be
staffed as described in Schedule "E".
3.5 Global shall have the right to recruit employees designated in
Schedule "F" after the Term.
3.6 Global shall be responsible for compensation and other costs
associated with its transition team as well as any other costs associated with
transitioning the Customers to customers of Global Services, other than those
costs for which OnRadio is responsible pursuant to Section 2.8.
3.7 Global agrees that prior to the Final Closing (or prior to the
Intermediate Closing with respect to specific Streaming Media Contracts
Customers which close prior to the Final Closing), Global shall not attempt to
sell or market its streaming media products or services to Streaming Media
Contracts Customers without, with respect to each Streaming Media Contracts
Customer, OnRadio's written consent, which consent shall not be unreasonably
denied; provided, however, that nothing in this Section 3.7 shall prohibit
Global from engaging in any contact or communication with any Streaming Media
Contract Customer, nor shall OnRadio's written consent be required therefore, to
the extent that such contact or communication is reasonably necessary to carry
out the Streaming Customer Transition Process (as defined in the Asset Purchase
Agreement) with respect to such Streaming Media Contract Customer.
SECTION 4
TERM
4.1 OnRadio will provide the Services during the period commencing on the
Effective Date and ending on December 6, 2000 (the "Term").
4.2 The term of this Agreement with respect to Streaming Transition
Services shall begin upon the Effective Date and will end upon the Final Closing
Date ("Streaming Transition Services Term"); provided, however, that OnRadio
shall no longer be responsible for the payment of the costs for Verio,
BellSouth, SWBell, Ameritech, US West, InterVu, iBeam, with respect to any
Streaming Media Contract Customer after the Intermediate Closing in which the
Streaming Media Contract with respect to such customer has been transferred and
assigned to Global in accordance with Section 7.4 of the Asset Purchase
Agreement.
4.3 This Agreement shall terminate on the thirtieth (30th) day after
either Party gives the other Party written notice of a material breach by the
other Party of any material term or condition of this Agreement, unless the
breach is cured before that day.
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SECTION 5
CONFIDENTIALITY
5.1 All documentation and information designated by the party disclosing
the information ("the Disclosing Party") as proprietary or confidential,
including without limitation drawings, source code, computer program listings,
techniques, algorithms and processes and technical and marketing information
("Confidential Information") which is supplied by the Disclosing Party in
connection with this Agreement shall be treated confidentially by the recipient
of the confidential information ("Recipient") and its employees and shall not be
disclosed or used by the Recipient, except as required in order to exercise the
rights and obligations set forth in this Agreement, without the Disclosing
Party's prior written consent. Software source code shall be presumed
confidential even though not marked or designated as confidential or
proprietary.
5.2 Information shall not be considered to be Confidential Information if
(a) Such information is generally available to the public through
no fault of Recipient and without breach of this agreement;
(b) Such information is already in the possession of Recipient
without restriction and prior to any disclosure under this
Agreement;
(c) Such information is or has been lawfully disclosed to
Recipient by a third party without obligation of confidentiality
upon Recipient; or
(d) Recipient can prove that such information was developed
independently by employees of Recipient who have not had access
to information disclosed hereunder.
SECTION 6
LIMITATION OF LIABILITY
6.1 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT,
SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN
IF THE PARTY OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
SECTION 7
INDEMNIFICATION
7.1 Each party (the "Indemnitor") shall defend, indemnify, and hold the
other party (the "Indemnitee") harmless from and against any claims, losses,
actions, demands, lawsuits or damages, including, but not limited to reasonable
attorney's fees, costs, experts costs and other litigation/settlement costs
resulting from any from any act or omission of the Indemnitor that constitutes a
breach of its obligations under this Agreement.
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7.2 Global specifically agrees that to the extent OnRadio continues to
provide services as provided in the Contracts, OnRadio shall receive the
benefits of any indemnity provisions of those Contracts. Global shall execute
any additional documents which may be necessary for OnRadio to secure the
benefits of the indemnity provisions set forth in the Contracts.
7.3 This indemnity shall not apply to the extent the portion of such
claim, liability, loss, cost, damage or expense is the result of the gross
negligence or willful misconduct of the Indemnitee, its users, agents or
representatives, or to the extent liability is disclaimed or limited by either
party under this Agreement. Any claim for indemnity hereunder shall be subject
to the claims procedures set forth in Section 8.5 of the Asset Purchase
Agreement.
SECTION 8
MISCELLANEOUS PROVISIONS
8.1 For purposes of all notices and other communications required or
permitted to be given hereunder, the addresses of the parties hereto shall be as
indicated below. All such communications shall be in writing and shall be deemed
to have been duly given if sent by facsimile, the receipt of which is confirmed
by return facsimile, or if delivered personally with receipt acknowledged or
sent by first class registered or certified mail or equivalent, return receipt
requested, if available, postage paid, addressed to the Parties at their
addresses respectively set forth below:
If to OnRadio: XxXxxxx.xxx
0000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
Attention: General Counsel
If to Global: XxxxxxXxxxx.xxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
Attention: Chief Financial Officer
8.2 This Agreement, including the attached Schedules which are
incorporated herein by reference as though fully set out, contains the entire
understanding and agreement of the Parties with respect to the subject matter
contained herein, supersedes all prior oral or written understandings and
agreements relating thereto except as expressly otherwise provided, and may not
be altered, modified or waived in whole or in part, except in writing, signed by
duly authorized representatives of the Parties.
8.3 Neither Party shall be held responsible for damages caused by any
delay or default due to any contingency beyond its control preventing or
interfering with performance
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hereunder, including but not limited to acts of God or the public enemy, civil
disturbances or disobedience, war, governmental regulation, embargoes, export,
shipping ore remittance restriction, strikes, lockouts, boycotts, accidents,
fires, pestilence, delays or defaults caused by carriers, floods or governmental
seizure, control or rationing, or action or inaction of governmental agencies.
8.4 If any provision of this Agreement shall be held by a court of
competent jurisdiction to be contrary to any law, the remaining provisions shall
remain in full force and effect as if said provision never existed.
8.5 Neither Party may assign their rights and duties under this Agreement
without the written consent of the other Party which will not be unreasonably
withheld; provided, however, either Party may assign this Agreement to any
parent, subsidiary, or affiliate of such Party or to any third party which
succeeds by operation of law to, or purchases or otherwise acquires
substantially all of the assets of such Party or a subsidiary or affiliate of
such Party and which assumes such Party's obligation hereunder.
8.6 No waiver, amendment, or modification of any provision of this
Agreement shall be effective unless consented to by both Parties in writing. No
failure or delay by either Party in exercising any rights, power, or remedy
under this Agreement shall operate as a waiver of any such right, power, or
remedy.
8.7 The Parties are separate and independent legal entities. Nothing in
this Agreement shall constitute a partnership nor make either Party the agent or
representative of the other. Neither Party has the authority to bind the other
or to incur any liability on behalf of the other, nor to direct the employees of
the other.
8.8 The titles and headings of each section are intended for convenience
only and shall not be used in construing or interpreting the meaning of any
particular clause or section.
8.9 Ambiguities, inconsistencies, or conflicts in this Agreement shall not
be strictly construed against the drafter of the language but will be resolved
by applying the most reasonable interpretation under the circumstances, giving
full consideration to the Parties' intentions at the time this Agreement is
entered into.
8.10 This Agreement is not for the benefit of any third party, and shall
not be considered to grant any right or remedy to any third party whether or not
referred to in this Agreement.
8.11 Where the context of this Agreement requires, singular terms shall be
considered plural, and plural terms shall be considered singular.
8.12 The duty of confidentiality with respect to source code, if any, which
is disclosed pursuant to the terms of this Agreement shall survive the
termination of this Agreement for so long as the materials remain confidential
and proprietary. The duty of confidentiality with
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respect to all other confidential information shall survive the termination or
expiration of this Agreement for a period of three (3) years.
8.13 The validity, construction, and performance of this Agreement shall be
governed by the laws of the state of California without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date set
forth above.
OnRadio XxxxxxXxxxx.xxx
By: /s/ Xxxxxxx Xxxx By: /s/ L. Xxxxx Xxxxxx
------------------------ ------------------------
Its: President Its: Chief Financial Officer
----------------------- -----------------------
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SCHEDULE "A"
MAINTENANCE SERVICES
TECHNICAL MAINTENANCE SERVICES
OnRadio will provide transition services for Global Media that will include the
engineering, design, and operational maintenance tasks performed by OnRadio as
of the Initial Closing set forth in the Asset Purchase Agreement. These services
will include the monitoring and correction of network health, running code
libraries, and web directories, as necessary. Additionally, OnRadio will
continue its client support function that includes support communication and
education.
The Transition Services will include the following services with respect to the
maintenance of the Contracts:
IT / SYSTEM ADMINISTRATION
Monitor Web Systems
Monitor Database Servers and Filers
Monitor system and process health
Monitor network and perform traceroutes
Restart and reboot ancillary systems
Monitor eMail systems
Perform Backups, incremental and full
Answer technical pages and cell calls
Setup, change, and delete eMail accounts
Run "affiliate" WebTrends statistical reports
Run "affiliate" user database reports as required
Author and implement "cron" jobs
Enter "affiliate" Internic registration information
Enter "affiliate" DNS registrations and changes
Procure, install and configure Hardware
Procure, install, and set-up Software
Run Network statistical reporting
IT - STREAMING SPECIFIC
Remotely administrate "streaming" encoders/servers
Provide technical support for affiliates
Provide general Client support for affiliates
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ENGINEERING
Change System Admin for existing affiliates
Set-up and configure new "Tools" for affiliates
Purge databases as required
Move data upon existing affiliates new site design
Author and implement "cron" jobs
Correct software anomalies and perform bug-fixes
Author new software development methods
Set-up Email tunneling to third party
CONTENT MANAGEMENT
Secure remote content as "Subscriber"
Edit content flow into OnRadio Content Manager
Publish and expire content OnRadio Content Manager
Run frequency reports
SALES AND MARKETING MAINTENANCE SERVICES
Provide customer support coverage. Assist Customers with the maintenance and
operation of the websites and streaming services as provided in the Contracts.
AD SERVICES
OnRadio will continue to serve ads into the affiliate network during the Term of
this Agreement. OnRadio will retain the revenues net of costs and affiliate
revenue splits until the station has transitioned to the Global network and
Global has accepted sole maintenance and other responsibilities for the station.
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SCHEDULE "B-1"
TRANSITION SERVICES
TECHNICAL TRANSITION SERVICES
OnRadio shall assist Global and will provide the Transition Services in order to
migrate the affiliate sites and named licensed software, as defined in this
Schedule "A" to Global. Global shall provide the lead for all the Transition
Services and will be responsible for working with OnRadio to prepare and
implement a transition plan. Global and Onradio shall work together to
transition these sites and associated software to a separate "server farm" as
defined in this Schedule "A". This service will include the services necessary
to separate OnRadio retained web business from the Global Media acquired
websites as well related engineering tasks.
Global will acquire the necessary hardware at its expense to run the acquired
affiliates websites and install this hardware at Globals' server farm at Exodus,
Seattle. OnRadio will help verify that the hardware installation and
configuration meets the necessary operating system, process performance, storage
requirement, network topology and security specification to insure acceptable
continued operation. Global and OnRadio will work in cooperation to install the
necessary initial operating systems.
Although the bulk of the software build-up to transition these sites to the
Global server farm will be accomplished remotely over the internet through "su"
root access, large amounts of data such as NFS data files and MySQL data files
will be cloned on physical drives at OnRadio and shipped to Global for
installation in Global's server farm. Global will have to provide OnRadio with
the necessary access to perform it's installation, test, and final deployment
function to provide successful transition services.
The Transition Services will include the following services as necessary to
assist Global in its efforts to transition the affiliate sites to Global Media:
Phase I - Planning and implementation
Author technical transitional plan
OnRadio to provide hardware and software specification for server farm at
Exodus, Seattle
OnRadio to verify Global physical installation at Exodus, Seattle
OnRadio to assist in operating system build-up at Global server farm
1. Confirm Global affiliate sites with global apache conf file
2. Verify Global affiliate activity levels are active
3. Verify expired affiliate sites to the expired area for archive.
4. Purge expired affiliate sites from all tables that have station id except:
all tables that store membership data for Global Media
the stats tables for Global Media
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Phase II - Software acquisition and population
1. Assemble and configure Server Farm #2 (OnRadio)
2. Global to provide OnRadio with physical NFS and SQL data drives
3. Global to provide "su" root level access to new Global server farm
4. OnRadio to provide physical NFS and SQL data drives with data back to Global
for installation in Global servers
5. Clone the database and home directory data onto new server drives at Global
server farm
6. Initiate apache and other process at Global server farm
7. Set-up new primary and secondary DNS servers at Global server farm
8. Set up affiliate mail system at Global server farm
9. Set up database information tables
10. Enable links to Global Media's eCommerce site on Global affiliate sites
11. Enable links to Global Media's ad engine choice on Global affiliate sites
12. Validate site operation at Global server farm
13. Change DNS host records at Internic for all sites transferred to Global
14. Wait and validate propagation of sites from OnRadio to Global
15. Remove these sites from the global apache conf file on the Global farm
16. Remove these sites from the Global database
Membership database
Stats tables
Home directories
Phase III - Final transfer issues
1. Relinquish control of the Global Media sites to Global Media through domain
ownership
2. Change "Technical" contact information on affiliate sites, as necessary
through Internic
3. Internic - domain ownership relinquishment.
SALES AND MARKETING TRANSITION SERVICES
Phase I - Planning and implementation
1. Joint meetings between OnRadio/Global marketing and sales teams to create
press release, rules of engagement. Re-prioritize which radio affiliates
will be contacted prior to and after announcement of transaction.
2. Establish method of contact - in-person appointment, contact by telephone,
fax, email and/or mail.
3. Assign OnRadio/Global personnel for in-person appointments.
4. Obtain Global sales literature and marking materials for internal use.
5. Create and distribute OnRadio authored affiliate announcement materials
(positioning statement, telephone scripts, benefits statement, FAQ, etc.).
6. Global will provide marketing materials for Onradio to send to affiliates.
7. OnRadio customer support team will train Global support personnel at OnRadio
offices.
8. Global will provide OnRadio customer support training on Global products and
services in order to familiarize OnRadio on Global offerings during the
transition.
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Phase II - Implementation
The Parties will meet and prepare a mutually acceptable Phase II plan that will
be added to this Agreement by amendment.
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Schedule B-2
Streaming Transition Services
OnRadio shall work with Global to enable the Streaming Customers to broadcast
through the Global Media Network by providing the following services:
OnRadio will provide Global with all current "client-side" affiliate streaming
players in HTML and JavaScript form along with any affiliate graphical assets
OnRadio possesses for Global's new construction of each affiliate player.
OnRadio shall assist and work with Global to introduce this new upgrade to the
Streaming Customers and communicate the benefits of the improved media player
and connectivity.
Global will order the required frame relay "local connectivity" line for each
Streaming Customer as required. Global will additionally acquire the necessary
hardware to be installed at each affiliate and buildup, test, and provision this
hardware with the necessary "Real Audio" compliant software and remote service
packages necessary for system and encoding functionality.
Global shall ship the tested hardware to the Streaming Customer and Global with
OnRadio's assistance, and as reasonably required, will provide the affiliate
connection instructions for this hardware at the affiliates physical facility.
Global shall be responsible for all costs of hardware and software associated
with implementing the Global Media Player solution (e.g., encoders, servers, and
Global Media Players).
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SCHEDULE "C"
VENDOR CONTRACTS AND COSTS
ONE-TIME FEES
Software licensing required for new server farm configuration
Vendor Service provided Total Cost Unit Cost # of licenses
------------------------------------------------------------------------------------------------------------------
Right Now 2 year license, Right Now Web 12,000
[3] C2Net encrypted tunneling software required
for email 300
Screaming Media Technical Implementation 3,500
Screaming Media Custom Filter Setup 2,500
-------------
18,300
=============
MONTHLY COSTS
Expected monthly costs, based on current activity. Actuals may vary.
Vendor Service provided Total Cost Unit Cost # of units
------------------------------------------------------------------------------------------------------------------
Verio DSL @ 416 kbps and Circuit, Local
Station Connectivity 11,144
[4] BellSouth, DSL, ISDN and T1 Local Station 5,670
SWBell, Connectivity
Ameritech,
US West
Intervu Stream Hosting and Redistribution 45,528 $ 813 per station 56 current stations
[2] iBeam Stream Hosting 5,244 $ 276 19 current stations
[1] Double Click Standard Ads 9,200
Screaming Media Content 13,500
Critical Path Basic email hosting 137 0.10 1,369
Critical Path Monthly maintenance 50
-------------
90,473
=============
[1] Calculations based upon historical weighting. Actuals may vary.
[2] Calculations based on actual live, measured service estimated at
.5Mbit per month.
[3] Estimate.
[4] Calculations based upon historical bills and ordered services.
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SCHEDULE "D"
ONRADIO TRANSITION TEAM
ENGINEERING TEAM CURRENT TEAM MEMBER
Part-time (Available on an "as-needed basis"):
Technical Transition Lead Xxx Xxxxxxxx
Scripts, Script execution and CM* Xxxx Xxxxxx
Documentation lead Xxxxxx Xxxxxxx
Documentation Xxxxx Xxxxxxx
Documentation Xxxx Xxxxx
Database Optimization Xxxxxx Xxxxxxxx
Database Optimization and CM* Xxxxx Xxxxxxxx
Hardware procurement Xxxxxxx Xxxx
Architecture, OS, s/w config. Xxxxx Xxxxxxx
Topology and Re-sourcing Xxxxx Xxxxxxx
IT buildup Karsten / Xxxxxx
Final deployment Xxxxx Xxxxxxx
* CM = ONRADIO "CONTENT MANAGER"
SALES, MARKETING AND SUPPORT TEAM CURRENT TEAM MEMBER
Full-time:
Sales and Marketing Xxxxxx Xxxxxxx
Customer Support Xxx XxXxxxx
Part-time. Available on an "as-needed basis":
Customer Support Xxxxxx Xxxx
Marketing Xxxx Xxxxxxx
Marketing Xx Xxxx
Sales and Marketing Xxxx Xxxxxxx
Legal Xxx Xxxxxxxxx
This Schedule sets forth the current proposed members of the Transition team and
the current tasks that they will perform as a member of the Transition team.
OnRadio reserves the right to replace the team members and to adjust tasks and
positions as required in order to provide the specific Transition Services set
forth in this Agreement.
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SCHEDULE "E"
GLOBAL TRANSITION TEAM
Transition Team - Global Media.
Sales & Marketing Team - Executive Captain - Xxxx Xxxxxxxx / Executive VP Sales
& Marketing
Team Lead - Xxxxxxx Xxxxx / Director of Sales
Back Up - Xxx Xxxxxx / Manager Inside Sales
Admin Support - Xxxxxx Xxxxxx
SALES TEAM MEMBERS:
--------------------
Xxxxxxxx Xxxxxx Aarone Xxxxx Xxxxxxx Xxxxxx Xxxx Unickow
Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx
MARKETING TEAM MEMBERS: / TEAM HEADED BY - XXX XXXXXXXX DIRECTOR MARKETING
---------------------------------------------------------------------------
Xxxx Xxxxxx - Director Media Sales.
Xxxxxxxx Xxxxxxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxx
TECHNICAL SUPPORT - SALES ENGINEERING:
------------------------------------------
Xxxxx Xxxxxx - Manager Sales Engineers
Xxxx Xxxxxxx - Sales Engineer Xxxxx
Xxxxxx - Sales Engineer.
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SCHEDULE "F"
DESIGNATED ONRADIO EMPLOYEES
Xxxxxx Xxxx
Xxxxxx Xxxxxxx
Xxx XxXxxxx
Xxxxxx Xxxxxx
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