EXHIBIT 10.2
AMENDMENT TO CONTENT PROVIDER AGREEMENT AND LICENSE
This Amendment (the "Amendment") to Content Provider Agreement and License
dated as of April 23, 1999 (the "Agreement") between Change Your Xxxx.xxx, LLC
("CYL"), Xxxxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxxxx Research International Inc.
("RRI") is entered into as of July 10, 2001 (the "Effective Date") by and among
Xxxxxxx, RRI and Dreamlife, Inc., a Delaware corporation (the "Company") with
reference to the following:
A. Pursuant to that certain Contribution and Exchange Agreement dated as of
May 20, 1999 among the Company (f/k/a GHS, Inc.), CYL, Xxxxxxx and RRI,
the members of CYL contributed their membership units in CYL to Dreamlife
and, effectively, Dreamlife, through CYL, assumed the responsibility for
the obligations of CYL pursuant to the Agreement.
B. The Company has decided to change its business focus, and, except as set
forth herein, no longer requires any of the property or rights granted to
or developed by the Company pursuant to the Agreement. In view of the
costs of performing the obligations on the part of the Company to be
performed under the Agreement, the Company has concluded that it would be
in the best interests of the stockholders of the Company to transfer back
to the Xxxxxxx Group all of such property and rights.
C. The Xxxxxxx Group is desirous of receiving such property and rights and is
willing to release the Company from any further obligation under the
Agreement.
D. Terms not defined herein but defined in the Agreement shall have the same
meaning herein as ascribed to them in the Agreement.
E. The parties hereto agree to amend the Agreement as follows:
1. RETURN OF THE XXXXXXX PROPERTY. The Company on behalf of itself and
any other entity controlled by the Company, including CYL (the
"Dreamlife Group"), hereby assigns and transfers to the Xxxxxxx
Group all right, title and interest whatsoever that the Dreamlife
Group has in all property and rights granted to CYL pursuant to the
Agreement and any property or rights derived therefrom developed by
the Dreamlife Group (the "Xxxxxxx Property"). The Xxxxxxx Property
shall include, without limitation, any Content granted or delivered
to CYL pursuant to the Agreement or developed by the Dreamlife Group
pursuant thereto, the Xxxxxxx Group/Change Your Life Content, the
Xxxxxxx Group/Change Your Life Site and any Intellectual Property
Rights pertaining to the foregoing. In connection with such
assignment and transfer, except as set forth herein, Dreamlife
hereby waives any and all right to use in any matter any of the
Xxxxxxx Property now existing or hereafter developed whether on the
Internet or otherwise. The parties acknowledge that effective as of
February 1, 2001, the Xxxxxxx Group assumed responsibility for the
Xxxxxxx Group/ChangeYourLife
Site, and nothing herein shall effect the continuing right of the
Xxxxxxx Group with respect thereto.
2. RELEASE OF OBLIGATIONS. In recognition of the assignment and
transfer to the Xxxxxxx Group of the Xxxxxxx Property, the parties
acknowledge and agree that, except as expressly set forth herein,
Articles 2, 3, 4, 6, 7, 8 and Sections 12.2 and 12.3 of the Xxxxxxx
Group Agreement are hereby extinguished and are of no force and
effect.
3. USE OF CONTENT. Notwithstanding anything herein to the contrary,
during the term of the Agreement, the Company shall have the
exclusive right and license to use any Content relating to the
Xxxxxxx Property (the Licensed Content") now or existing or
developed in the future for the limited purpose of training over the
Internet employees or consultants of any entity engaged principally
in the direct selling of products or services with respect to which
the Company directly or indirectly owns an equity interest of more
than 50%. Prior to the use of any Licensed Content, the Company
shall provide to the Xxxxxxx Group sufficient information as to the
use thereof and the proposed graphics, design, organization,
presentation and layout and all other elements of the look, feel and
functionality, all of which shall be subject to the approval of
Xxxxxxx Group, not to be unreasonably withheld. Any use of the
Licensed Content shall be pursuant to the terms of a separate
license agreement containing terms customary for licenses of this
type and consistent with the provisions set forth herein. Such
license agreement will contain provisions as to the maintenance of
the confidentiality of the Licensed Content and prohibitions on any
change in the Licensed Content. The use of the Licensed Content
shall be royalty free, but the Company shall reimburse the Xxxxxxx
Group for any out-of-pocket costs incurred by the Xxxxxxx Group in
connection with the license or use of the Licensed Content pursuant
hereto. Additionally, the Company shall have the right to use the
Licensed Content in connection with the training over the Internet
of employees and consultants of entities engaged in the direct
selling business which are not so owned by the Company, provided,
however, that the parties reach an agreement as to the terms of such
use, including the term thereof and the compensation payable to the
Xxxxxxx Group, which terms shall be within the sole discretion of
the Xxxxxxx Group. Notwithstanding anything herein to the contrary,
the Xxxxxxx Group shall be entitled to use the Licensed Content for
training over the Internet of employees and consultants of companies
in which the Xxxxxxx Group owns at least 20% of the equity or equity
with a fair market value of at least $250,000 whichever is lower,
provided that such equity was not purchased with a view towards
circumventing the terms of this Amendment.
4. APPEARANCES. During the term hereof, upon reasonable notice to
Xxxxxxx, in any twelve month period, Xxxxxxx shall make up to two
(2) appearances at sales meetings/conventions for
employees/consultants of the Dreamlife Group. Such appearances shall
be subject to the availability of Xxxxxxx and reimbursement of costs
and expenses incurred by Xxxxxxx in attending such
meeting/conventions, it being understood that any transportation
shall be consistent with Xxxxxxx' mode
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of usual transportation to business functions. Notwithstanding the
foregoing, Xxxxxxx shall have no obligation to make appearances
subsequent to the date that Xxxxxxx is no longer Vice Chairman of
the Board of the Company because of his removal without cause or
failure of the Company's board of directors or shareholders to elect
him to such position.
5. FURTHER ASSURANCES. The Company shall take all further steps and
execute such further documents as reasonably requested by the
Xxxxxxx Group to vest in Xxxxxxx Group all rights in and to Xxxxxxx
Property, including, without limitation, any assignment of URL's or
copyrights.
6. MONEYS OWING. The parties hereto acknowledge that as of the date
hereof, no amounts are owing to any party hereto by any other party
under the Agreement or otherwise.
7. TERM. The term of the Agreement is hereby modified such that the
executory obligations of Xxxxxxx Group hereunder pursuant to
Sections 3 shall extend for a period of six (6) years from the
Effective Date and pursuant to Section 4 for a period of three (3)
years from the Effective Date.
IN WITNESS HEREOF, the parties have executed this agreement as of the date
and year first above written.
DREAMLIFE, INC.
By: /s/ Xxxxx X. Xxxx
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Its: Chief Executive Officer
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/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
XXXXXXX RESEARCH INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Its:
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