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Exhibit 10.1
THE BOX WORLDWIDE, INC.
SERVICE AFFILIATION AGREEMENT
THIS AGREEMENT made this 4th day of August 1997 between THE BOX
WORLDWIDE, INC. ("THE BOX"), a Florida corporation whose principal place of
business is 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000 and Suburban Cable
TV Co. Inc. ("AFFILIATE"), a Pennsylvania corporation, whose principal place of
business is located at 000 Xxxxxxx Xxxxxxxxx, Xxx 000, Xxxx, XX 00000-0000.
IN CONSIDERATION of the mutual covenants hereinafter set forth, and
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, THE BOX and AFFILIATE agree as follows:
1. DEFINITIONS
(a) "Full-time" means 24-hours a day, 7 days a week on a single
channel.
(b) "Net Collected Telephone Revenue" means gross revenue from THE BOX
Primary Service on the System, less discounts, chargebacks, bad debt, billing,
processing and transport fees (as invoiced by THE BOX's telephone provider), and
applicable taxes.
(c) "Service(s)" means: (a) individually, either "THE BOX Primary
Service" or "THE BOX Satellite Service"; or (b) collectively, "THE BOX Primary
Service" and "THE BOX Satellite Service."
(d) "Service Subscriber" means a cable household or other entity
receiving the Service(s) distributed by a System.
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(e) "System(s)" means the cable television systems under common control
with, controlling or controlled by AFFILIATE and listed on Schedule 1.
(f) "THE BOX Primary Service" means the Full-time, head-end based
interactive video music service consisting of music programming and the
merchandising of music- related products and/or services.
(g) "THE BOX Satellite Service" means the satellite-delivered video
music service consisting of music programming and the merchandising of
music-related products and/or services.
2. GRANT OF RIGHTS
(a) Subject to the terms and conditions of this Agreement, THE BOX
hereby grants to AFFILIATE, and AFFILIATE hereby accepts, the non-exclusive
right to exhibit and distribute the Service(s), for which THE BOX shall have the
option to charge viewers who order music videos through a "900 Telephone
Service" (or any other billing method used by THE BOX), over the Systems set
forth on Schedule 1 hereof, as such Schedule 1 may be added to or deleted from,
from time to time, pursuant to the terms of this Agreement.
(b) Notwithstanding any other provision of this Agreement, AFFILIATE
shall have the exclusive right to distribute the Service(s) in each area (each,
an "Exclusive Area") covered by a System where such System's cable television
subscribers in the Exclusive Area constitute fifty percent (50%) of all cable
television subscribers in the Exclusive Area. No other person or entity may
distribute the Service(s) in an Exclusive Area except for any generic national
service provided by THE BOX via satellite. THE BOX shall actively defend
AFFILIATE's right to the above exclusivity. In the event that THE BOX or
AFFILIATE is legally prevented by judicial, legislative or FCC action from
maintaining the above exclusivity, (a) AFFILIATE shall have no further
obligation to make
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any further payments to THE BOX under this Agreement with regard to the
System(s) that has lost exclusivity and (b) AFFILIATE may terminate this
Agreement with regard to the System(s) that has lost exclusivity.
(c) AFFILIATE shall complete Schedule 1 by listing: (i) each System
which shall have the right to exhibit and distribute the Service, (ii) the
communities to which the Service is available in a System's operating area,
(iii) the number of Service Subscribers of each such System, (iv) the channel
number the Service is to be initially cablecast on by each such System, (v) the
estimated launch date of the Service on each such System, and (vi) the
compensation arrangement, as set forth in Section 5 hereof, for each such
System. Schedule 1 shall be subject to the written approval of THE BOX.
(d) AFFILIATE may, at its option, add Systems to Schedule 1 hereto at
any time and shall promptly provide THE BOX with written notification thereof.
(e) Notwithstanding the above, the AFFILIATE may change the channel on
which the Service is cablecast due to a general channel realignment; provided,
however, that THE BOX is given sixty (60) days prior written notice so that THE
BOX may make the marketing changes.
3. DELIVERY AND DISTRIBUTION OF THE SERVICE
(a) AFFILIATE shall cablecast the Service(s) commencing on or about the
dates shown on Schedule 1, as such Schedule 1 may be amended from time to time.
AFFILIATE shall distribute the Service(s) without any editing, delay, additions,
alterations or deletions. However, with respect to each System that has at least
forty thousand (40,000) Service Subscribers, AFFILIATE may select either THE BOX
Primary Service or THE BOX Satellite Service.
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(b) If AFFILIATE exhibits and distributes THE BOX Primary Service, THE
BOX shall own, deliver, install and maintain the necessary programming insertion
equipment (collectively, the "Unit") and AFFILIATE shall make available
sufficient space and power for housing the Unit. For each Unit, AFFILIATE shall
provide sufficient space for the one meter satellite dish required to receive
THE BOX Primary Service. Each Unit shall provide THE BOX signal which AFFILIATE
shall receive, process and cablecast throughout its System(s). THE BOX and
AFFILIATE shall each use their respective commercially reasonable efforts to
maintain a high quality of signal transmission of THE BOX Primary Service.
AFFILIATE shall permit an authorized representative of THE BOX 24 hour access to
the Unit, for inspection, repairs and maintenance.
(c) AFFILIATE understands and acknowledges that reliable performance of
THE BOX Primary Service requires adequate and appropriate satellite receiving
equipment. Accordingly, at THE BOX's option, THE BOX may: (i) use the satellite
receiving equipment of AFFILIATE; or (ii) at THE BOX's sole cost and expense,
install and maintain its own antenna and satellite receiving equipment (the
"Receiving Equipment") at the head-end of each of the System(s). THE BOX shall
retain all right, title and interest in, and ownership of, the Receiving
Equipment. AFFILIATE shall permit an authorized representative of THE BOX 24
hour access to the Receiving Equipment for inspection, repairs and maintenance.
(d) If AFFILIATE exhibits and distributes THE BOX Satellite Service,
THE BOX Satellite Service shall be transmitted, at THE BOX's sole cost and
expense, via a domestic communications satellite used principally for
transmission of cable televised programs. THE BOX and AFFILIATE shall each use
their respective commercially reasonable efforts to maintain a high quality of
signal transmission of THE BOX Satellite Service. THE BOX shall give AFFILIATE
no less than sixty (60) days written notice of any proposed change of signal
transmission or of a change of satellite on which THE BOX Satellite Service is
transmitted.
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4. TERM OF AGREEMENT
(a) Subject to Paragraph 4(b) hereof, the initial term of this
Agreement shall be seven (7) years commencing on the date first above written,
and shall be automatically renewed for successive one (1) year terms, unless
either party provides the other party with written notice of its intention not
to renew this Agreement, at least ninety (90) days prior to the expiration of
the term then in effect.
(b) This Agreement may be terminated with respect to each individual
System under the following conditions:
(i) by THE BOX upon ninety (90) days prior written notice to
AFFILIATE, if: (A) the "900 Telephone Service" (or any similar telephone service
then being used by THE BOX) in the area in which a System operates is
discontinued by the applicable telephone company; (B) access to such service
becomes materially restrictive; (C) costs for such service become excessive; or
(D) for any other reason, continued operation of the service is not, in the
opinion of THE BOX, economically feasible; and/or
(ii) by either party in the event of a material breach of the
provisions of this Agreement by the other party and the failure of the breaching
party to reasonably cure such breach within thirty (30) business days from the
date it receives written notice of such breach.
(c) If this Agreement is terminated under Section 4(b) hereof,
AFFILIATE shall allow THE BOX to immediately remove the Unit and the Receiving
Equipment. AFFILIATE shall provide THE BOX with access to its facilities during
normal business hours in order for THE BOX to remove the Unit and the Receiving
Equipment, and AFFILIATE shall cooperate with THE BOX with respect to the
removal of the such equipment. Each Unit and the Receiving Equipment returned to
THE BOX shall be in good condition, subject to normal wear and tear.
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5. SERVICE PLANS
In consideration of the terms and conditions set forth herein, for each
calendar quarter during the term of this Agreement, the parties hereto shall
accrue and thereafter pay to the applicable party the following amounts for each
Service described hereinafter, with respect to the Systems. The applicable
amount shall be calculated on a system-by- system basis as follows:
(a) CARRIAGE OF THE BOX PRIMARY SERVICE. AFFILIATE shall pay no license
fee for THE BOX Primary Service. THE BOX shall pay AFFILIATE a monthly amount
equal to the greater of (i) twenty percent (20%) of the Net Collected Telephone
Revenue plus five percent (5%) of net sales of all products sold over the
Services ("Product Sales") (defined as the dollar amount of the gross sales of
all products offered by THE BOX on its Services, which are ordered, paid for,
delivered and accepted by Service Subscribers, less discounts, returns,
chargebacks, bad debts, taxes, shipping and handling charges), or (ii) the
amount obtained by multiplying $.05 times the number of Full-Time Service
Subscribers served by such System. However, if THE BOX is able to reach an
agreement with Satellite Services, Inc. ("SSI") at any time subsequent to the
date of this Agreement, whereby the affiliate fee consideration under Section 5
of the Affiliation Agreement dated February 27, 1997 between THE BOX and SSI
(the "SSI Agreement") is modified, then Section 5 of this Agreement shall be
amended to contain the same affiliate fee terms as set forth in the SSI
Agreement.
(b) CARRIAGE OF THE BOX SATELLITE SERVICE. AFFILIATE shall pay a
monthly license fee to THE BOX of $.05 multiplied by the number of Service
Subscribers receiving such Service.
(c) BULK BILLING. To the extent a System, which carries THE BOX
Satellite Service, provides television programming on a bulk-rate basis to
Service Subscribers (E.G., multiple unit residential buildings, hotels or
hospitals), the number of Service
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Subscribers per bulk customer shall be determined by dividing (x) the total
monthly bulk- rate charged by a System to a particular bulk customer, by (y) the
monthly rate charged by the System to such System's non-bulk-rate Subscribers
for the same level of television programming services received by the particular
bulk customer.
(d) GRATIS ACCOUNTS. Solely with respect to Systems that carry THE BOX
Satellite Service, AFFILIATE shall not owe license fees for Service Subscribers
receiving complimentary cable service. AFFILIATE shall report all complimentary
cable service subscribers to THE BOX, as part of its monthly reporting
requirements.
6. REPORTS AND PAYMENTS
(a) Within thirty (30) days after each calendar month during the term
of this Agreement, AFFILIATE shall report on each System to THE BOX for such
month: (i) the total number of Service Subscribers; and (ii) the postal zip
codes served by the Service. Such report shall be certified by AFFILIATE's Chief
Financial Officer or such other financial designee. Upon reasonable prior notice
THE BOX may conduct an audit of the subscriber count submitted by THE BOX, at
THE BOX's sole cost and expense.
(b) Within sixty (60) days after the end of each calendar month during
the term of this Agreement, THE BOX shall report to AFFILIATE actual Net
Collected Telephone Revenue and Product Sales for such calendar month. Such
report shall be certified by THE BOX's Chief Financial Officer or such other
financial designee.
(c) The amounts to be paid to AFFILIATE in accordance with Section 5(a)
hereof shall be payable within sixty (60) days after the end of each calendar
month. If an AFFILIATE System and a third party affiliate of THE BOX have
subscribers in the same zip code area, THE BOX will use reasonable efforts to
equitably allocate the payments to be made to the Systems in proportion to the
number of subscribers to the Service that the third party systems have in that
zip code area. The amounts to be paid
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to THE BOX in accordance with Section 5(b) shall be invoiced monthly by THE BOX
and payable by AFFILIATE within thirty (30) days thereafter.
(d) Any undisputed amounts due and payable to a party hereto shall
accrue interest at the rate of one (1%) percent per month (or, if lower, the
maximum rate permitted by law) from the date on which such amount was due
through the date on which payment of such amount is made.
(e) In the event of a good faith dispute regarding the amounts provided
for in Section 5(a) hereof, no such disputed amounts shall be due and payable by
a party hereto to the other party hereto nor subject to the interest charge
referred to in Section 6(d) hereof, unless and until such dispute has been
resolved to the mutual satisfaction of AFFILIATE and THE BOX. If such dispute is
not resolved within ninety (90) days after the dispute first arises, either
party may submit such dispute to binding arbitration pursuant to the rules of
the American Arbitration Association.
(f) Each party shall pay its respective share of any taxes or fees
which are imposed upon or assessed against such party. In particular, AFFILIATE
shall be responsible for any taxes or fees imposed upon or assessed against it
or any of the Systems which are based upon or measured by revenues of AFFILIATE
resulting from this Agreement. THE BOX shall be solely responsible for any sales
or use taxes imposed on the provider for revenue derived from the 900 telephone
service (or any other billing method used by THE BOX).
(g) During the term of this Agreement and for one year thereafter, THE
BOX shall maintain accurate and complete books and records in accordance with
generally accepted accounting principles and practices which, at a minimum,
shall contain sufficient information to enable an auditor to verify compliance
with or determine whether full effect has been given to Sections 5(a), 5(b),
6(a) and 6(b) hereof. During the Term and for one (1) year thereafter and upon
sixty (60) business days prior written notice,
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AFFILIATE may audit the books and records of THE BOX that pertain to the Service
(for the current and preceding calendar year only), during normal business
hours. AFFILIATE may only conduct one (1) audit of THE BOX's books per calendar
year. If AFFILIATE conducts an audit pursuant to this Section, AFFILIATE must
make any claim against THE BOX within three (3) months after the completion of
the audit (the "Affiliate Claim Period"). If AFFILIATE fails to make a claim
within the Affiliate Claim Period, AFFILIATE shall be deemed to have waived its
right to collect any amounts due hereunder, for the period(s) audited.
7. PROMOTION OF THE SERVICE AFFILIATE shall, subject to availability,
make available the following promotions and services:
(a) Up to two times per calendar year, AFFILIATE shall, upon request of
THE BOX, make reasonable efforts to include, within the monthly billing
statement sent to each subscriber of the Systems, material supplied by THE BOX
to AFFILIATE with respect to the Service. THE BOX shall submit all such material
to AFFILIATE, for AFFILIATE's prior approval. The cost of material supplied by
THE BOX and any special handling costs incurred by AFFILIATE shall be borne by
THE BOX. However, AFFILIATE shall pay for all postage expenses unless such
material increases AFFILIATE's normal postage, in which case such additional
expense shall be borne by THE BOX.
(b) Each month in each of the Systems, subject to availability and
equivalent support of THE BOX by THE BOX's radio partners, AFFILIATE shall
cablecast a minimum of sixty (60) sixty (60) second or one hundred twenty (120)
thirty (30) second THE BOX cross-promotional announcements and/or THE BOX radio
affiliate announcements (supplied to AFFILIATE by THE BOX), where technical
capability exists, during other cable network programming. THE BOX shall submit
all cross-promotional and radio partner announcements to AFFILIATE for
AFFILIATES's prior approval. Wherever possible, such cross-promotional
announcements shall be cablecast between
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the hours of 8:00 a.m. and 12:00 a.m. on channels with viewer demographics
similar, in THE BOX's opinion, to the demographics of viewers of the Service.
(c) AFFILIATE shall, if requested by THE BOX, insert a one-half page ad
supplied by THE BOX in the subscriber guide for each of the Systems once a
quarter, provided that the System: (i) publishes its own guide or has free space
or credit available from the publisher; and (ii) has approved such ad.
(d) AFFILIATE may use the current promotional material supplied by THE
BOX without the prior written consent of THE BOX.
8. MARKETING SUPPORT THE BOX's marketing and radio affiliations departments will
extend its best efforts to work closely with local media to secure the highest
amount of visibility possible, promoting AFFILIATE and the Programming. THE
BOX's marketing and radio affiliations departments will create a series of
promotions on an ongoing basis to continue supporting the launch of the
Programming and the Systems. THE BOX will extend its best efforts to provide
AFFILIATE with an ongoing schedule of :30 and :60 second commercial avails on
the Company's radio partners in (a) the Philadelphia DMA; and (b)
Harrisburg/Lancaster/York, to the extent THE BOX is able to secure radio
partners in such areas. In exchange, AFFILIATE will air :30 and :60 second
commercials promoting the Programming and THE BOX's radio affiliates on an
ongoing basis, pursuant to Section 7(b) hereof.
9. LAUNCH INCENTIVE
(a) THE BOX shall, within sixty (60) days of the signing of this
Agreement, issue to AFFILIATE a launch incentive of one (1) share of THE BOX's
common stock, par value $0.001 per share (the "Common Stock"), for each Service
Subscriber (a "Committed Subscriber") on a System which has committed to launch
THE BOX as of the date hereof, and as set forth on Schedule 1 hereof. However,
no shares of Common
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Stock shall be issued to AFFILIATE until AFFILIATE has paid to the Company the
amount indicated in the invoice attached hereto as Schedule 2.
(b) Notwithstanding the foregoing, AFFILIATE shall, by no later than
January 31, 1999, return one (1) share of Common Stock to THE BOX for each
Committed Subscriber who, on December 31, 1998, was a Service Subscriber of a
System which does not exhibit the Service(s) on a Full-time basis on December
31, 1998.
(c) If the number of Service Subscribers on Systems that are exhibiting
the Service(s) on a Full-time basis (the "Full Time Subscribers") is less than
the Net Number of Committed Subscribers (as hereinafter defined) as of any of
the following dates (each, a Determination Date), then AFFILIATE shall, within
thirty (30) days of such Determination Date, return an amount of shares of the
Net Received Common Stock (as hereinafter defined) to THE BOX, equal to:
(Net Number of Committed Subscribers
minus No. of Full Time Subscribers on Determination Date x Determination
minus No. of shares of Common Stock previously returned Date Percentage
to The Box pursuant to this Section 9(c))
For purposes hereof, the "Determination Date Percentage" means the following
percentage for each of the following Determination Dates:
DETERMINATION
DETERMINATION DATE DATE PERCENTAGE
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December 31, 1999 70%
December 31, 2000 50%
December 31, 2001 30%
December 31, 2002 10%
For purposes hereof: (i) "Net Number of Committed Subscribers" means the total
number of Committed Subscribers who, on December 31, 1998, are Full Time
Subscribers Service Subscribers on December 31, 1998; and (ii) "Net Received
Common Stock"
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means the total number of shares of Common Stock received by AFFILIATE pursuant
to Section 9(a) hereof, minus the number of shares of Common Stock returned by
AFFILIATE pursuant to Section 9(b) hereof.
(d) If, prior to the issuance of the Common Stock to AFFILIATE pursuant
to Section 9(a) hereof, either of the following events (each, an "Adjustment
Event") occurs: (i) the number of outstanding shares of Common Stock is
increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split-up of shares of Common Stock, or (ii) the number of
outstanding shares of Common Stock is decreased by a combination of shares of
Common Stock, then, following the record date fixed for the determination of
holders of Common Stock entitled to receive the benefits of such Adjustment
Event, AFFILIATE shall thereafter have the right to receive, pursuant to Section
9(a) hereof, a number of shares of Common Stock equal to:
No. of shares of Common Stock No. of shares of Common Stock
to which AFFILIATE is entitled x OUTSTANDING AFTER ADJUSTMENT EVENT
prior to Adjustment Event No. of shares of Common Stock
outstanding prior to Adjustment Event
(e) If, after the issuance of the Common Stock to AFFILIATE, under
Section 9(a) hereof, and prior to any return of Common Stock to THE BOX by
AFFILIATE, pursuant to Section 9(b) or 9(c) hereof, an Adjustment Event occurs
then, the amount of Common Stock to be returned by AFFILIATE pursuant to Section
9(b) or (c) shall be adjusted for each Adjustment Event that occurred during
such period according to the following formula:
No. of shares of Common Stock No. of shares of Common Stock
to which THE BOX is entitled x OUTSTANDING AFTER ADJUSTMENT EVENT
prior to Adjustment Event No. of shares of Common Stock
outstanding prior to Adjustment Event
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(f) Notwithstanding the above, after December 31, 1998, if this
Agreement is terminated with respect to any individual System due to Section
4(b)(i) or AFFILIATE's termination of this Agreement pursuant to Section
4(b)(ii), then the Common Stock associated with that System's launch incentive
shall be considered earned and no return of Common Stock will be required.
(g) Any reference to Common Stock in this Section 9 shall be deemed to
include any securities into which the Common Stock are converted as a result of
any merger or other reorganization. In such event, the number of securities to
which AFFILIATE or THE BOX are entitled under Sections 9(a), (b) or (c) shall be
correspondingly adjusted (in addition to any adjustment pursuant to Sections
9(d) and 9(e)) in accordance with the conversion ratio used in such merger or
other reorganization.
10. TRADEMARKS
(a) AFFILIATE acknowledges THE BOX's claim of exclusive right, title
and interest in and to the trademarks "THE BOX", "THE BOX" (with design), "Music
Television You Control", and all marks used in its various programming as well
as THE BOX's additional trade names, trademarks, marks, slogans and titles
("Marks"), and AFFILIATE agrees that all uses of the Marks now and hereafter
developed or used by THE BOX shall be owned by and shall inure to the sole and
exclusive benefit of THE BOX. Whenever AFFILIATE uses the trademark "THE BOX",
"THE BOX" (with design), "Music Television You Control", or any other Marks in
any promotional materials distributed by AFFILIATE or any of the Systems,
AFFILIATE or the System(s) shall clearly indicate THE BOX's ownership of such
Marks through the use of the symbol (R) or its legal equivalent and language
identifying THE BOX as the owner thereof.
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(b) AFFILIATE may use the Marks in advertisements and promotional
material that promote the Service and/or programming contained therein, so long
as such use is in good taste and does not disparage the good will associated
with the Marks.
11. REPRESENTATIONS
(a) THE BOX represents and warrants to AFFILIATE that: (i) it is a
corporation duly organized and validly existing under the laws of the State of
Florida; and (ii) it has the power and authority to enter into this Agreement
and to perform all of its obligations hereunder.
(b) AFFILIATE represents and warrants to THE BOX that: (i) it is a
corporation duly organized and validly existing under the laws of the state of
its incorporation; and (ii) it has the power and authority to enter into this
Agreement and to perform all of its obligations hereunder.
12. INDEMNIFICATION
(a) THE BOX shall defend, indemnify and hold AFFILIATE and its
respective related companies and their respective present and former officers,
shareholders, directors, employees, partners and agents harmless from and
against all losses, liabilities, claims, costs, damages and expenses, including
reasonable attorney's fees and costs, at both the trial and appellate levels,
arising out of: (i) the content of the programming provided by THE BOX including
but not limited to, claims of libel, defamation, copyright (except music
performance fees directly assessed against an indemnified party under this
paragraph 12(a) as a result of transmission of the Service under this Agreement)
or trademark infringement; (ii) the use of the Marks in accordance with this
Agreement; or (iii) any breach on the part of THE BOX with respect to any of its
representations or obligations under this Agreement.
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(b) AFFILIATE shall defend, indemnify and hold THE BOX and its
respective related companies and their respective present and former officers,
shareholders, directors, employees, partners and agents harmless from and
against all losses, liabilities, claims, costs, damages and expenses, including
reasonable attorneys' fees and costs, at both the trial and appellate levels,
arising out of any breach on the part of AFFILIATE with respect to any of its
representations or obligations under this Agreement.
(c) Except as provided expressly herein to the contrary, neither party
shall have any rights against the other party hereto for claims by third parties
for the non-operation of facilities or the non-furnishing of the Service, if
such non-operation or non-furnishing is due to acts of God, inevitable accident,
fire, lockout, strike, or other labor dispute, riot or civil commotion, act of
government or government instrumentality (whether federal, state or local), act
of terrorism, illness or incapacity of any important performer, failure in whole
or in part of transmission facilities or other cause beyond the reasonable
control of the affected party.
13. GENERAL
(a) THE BOX shall provide to AFFILIATE, on a quarterly basis and
otherwise upon reasonable request, all certifications necessary or appropriate
as to compliance by the Service with the Children's Television Act of 1990, as
amended, and any regulations promulgated thereunder.
(b) This Agreement contains the entire understanding of the parties
hereto relating to the subject matter hereof and can be amended only by written
amendments signed by both parties. If a provision of this Agreement is held
invalid, the remainder of this Agreement shall remain in full force and effect.
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(c) The obligations of the parties under this Agreement are subject to
all applicable federal, state and local laws, rules and regulations, and this
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Florida. Except as otherwise provided herein, the parties shall
submit any dispute arising from this Agreement for resolution by the Florida
state courts sitting in Dade County, Florida and/or the federal courts of the
Southern District of Florida.
(d) This Agreement shall be binding on and inure to the benefit of the
respective assigns, transferees and successors of the parties.
(e) Nothing contained herein shall be deemed to create, and the parties
do not intend to create, any relationship or partners or joint ventures as
between AFFILIATE and THE BOX, and neither party is authorized to or shall act
toward third parties in a manner which would indicate any such relationship with
the other party. Neither THE BOX nor AFFILIATE shall be or hold itself out as
the agent of the other party under this Agreement.
(f) All notices and payments required to be given hereunder shall be in
writing and sent by certified mail, return receipt requested, to the appropriate
party at its address set forth below or at such other address as may be given by
notice hereunder, or by delivering it to an officer of such party in person at
such address. Where notice is sent by mail, it shall be deemed given on the
third day following the date of the mailing and, if delivered in person, such
notice shall be effective when so delivered.
If to THE BOX: The Box Worldwide, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Chief Financial Officer
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If to AFFILIATE: Suburban Cable TV Co. Inc.
000 Xxxxxxx Xxxx., Xxx 000
Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxxx, Executive Vice President
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth hereinabove.
THE BOX WORLDWIDE, INC. SUBURBAN CABLE TV CO. INC.
By: /s/ XXXX XXXXXXX By: /s/ X. X. XXXXXXX
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Name: Xxxx XxXxxxx Name: X.X. Xxxxxxx
Title: Chief Executive Officer Title: President
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