[LOGO] [LETTERHEAD]
February 25, 1999
Entertainment Blvd, Inc.
Attn: Xxxxxxx Xxxxx
0000 Xxx Xxx Xxxxxx, Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
RE: STRATEGIC AND CO-MARKETING PARTNERSHIP AGREEMENT
Gentlemen:
This letter, when executed by the parties, will constitute a partnership and
co-marketing agreement ("Agreement") between SCOUR INC. ("Scour") and
ENTERTAINMENT BLVD INC. ("Entertainment Blvd"), with reference to the
following facts:
Scour Inc. operates a search engine and guide for finding multimedia on
the Internet. Entertainment Blvd operates a network of entertainment and
multimedia content web sites.
The parties desire to establish a business relationship with each other
and engage in a promotional partnership and certain marketing activities
as set forth below.
The parties agree as follows:
1. DEFINITIONS
VIDNET - A music video web site operated by Entertainment Blvd that
enables Internet users to listen and view streaming music videos.
SCREEN CLIPS - A multimedia web site operated by Entertainment Blvd
that enables Internet users to view streaming video movie trailers.
SCOURTV - A section of the Scour Net web site which showcases
television-like programming available on the Internet.
MUSIC CONTENT AREA - A section of the Xxxxx.Xxx multimedia guide which
showcases music content on the Internet and provides a directory of
music-related web sites.
SCOUR AND ENTERTAINMENT BLVD - STRATEGIC PARTNERSHIP AND CO-MARKETING AGREEMENT
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FILM/MOVIE CONTENT AREA - A section of the Xxxxx.Xxx multimedia guide
which showcases film/movie content on the Internet and provides a
directory of film/movie-related web sites.
2. PROMOTIONAL PARTNERSHIP
2.1 VIDNET TO BECOME MUSIC VIDEO PROVIDER FOR SCOURTV. Scour and
Entertainment Blvd agree to enter into a content partnership whereby Vidnet
provides music videos for Xxxxx.Xxx's ScourTV section and whereby Scour
provides Vidnet with appropriate branding and shared revenues as follows:
a) ENTERTAINMENT BLVD/VIDNET TO CREATE "MUSIC VIDEO PLAYER" FOR
XXXXX.XXX (hereon defined as a 'pop-up' web page which includes
embedded music videos, navigation links, and an advertisement) AS
FOLLOWS:
1. Entertainment Blvd agrees to create a Music Video Player as
defined above. The Music Video Player will include one or more
play-list based music channels. Additionally, it will provide some
mechanism for users to choose specific music video clips.
2. Entertainment Blvd will include a Scour search box embedded in the
Music Video Player which enables users to search for other
multimedia files through the Xxxxx.Xxx search engine.
3. Scour agrees to link to the Music Video Player a) on the ScourTV
section of the Xxxxx.Xxx web site, b) the Vidnet content area of
the ScourTV section, and c) other locations on the Xxxxx.Xxx web
site at Scour's sole discretion.
4. Scour and Entertainment Blvd agree to split banner advertising
revenues earned by placing advertisements and other sponsorships
on the Music Video Player according to the following structure:
50% of advertising revenues earned on the Music Video Player
accrue to Scour and are payable 30 days after collection of said
revenues and the remaining 50% of advertising revenues accrue to
Entertainment Blvd and are payable 30 days after collection of
said revenues.
5. Entertainment Blvd agrees to provide a demo version of the Music
Video Player to Scour no later than February 26, 1999 and also
agrees to provide a final version available for release no later
than March 5, 1999.
6. During the term of this agreement, Xxxxx agrees not to enter into
a similar business relationship with any third party that would
result in a joint venture to customize, promote, and share revenues
from a "Music Video Player" that features full-length music videos.
b) VIDNET INCLUSION IN SCOURTV SECTION OF XXXXX.XXX WEB SITE:
1. Scour agrees to provide Vidnet with ongoing visibility on the main
ScourTV section of the Xxxxx.Xxx web site.
2. Entertainment Blvd agrees to allow Scour to directly link to no
less than 5 links to full-length streaming music video files from
Xxxxxx's top 20 music videos off the main ScourTV page. On any
page where these links are provided, Xxxxx agrees to provide
appropriate links back to Vidnet and to include a Vidnet logo.
3. Scour will provide Vidnet with its own content area (or sub-pages)
of ScourTV that enable Vidnet to showcase new Vidnet offerings and
Scour/Vidnet joint ventures. On any of these pages, Xxxxx agrees
to split banner advertising revenues according to the following
structure: 50% of advertising revenues earned accrue to Scour and
are payable 30 days after collection of said revenues and the
SCOUR AND ENTERTAINMENT BLVD - STRATEGIC PARTNERSHIP AND CO-MARKETING AGREEMENT
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remaining 50% of advertising revenues accrue to Entertainment Blvd
and are payable 30 days after collection of said revenues.
4. Xxxxx agrees to include links back to Vidnet on any page where
Scour links to Vidnet content.
2.2 VIDNET VISIBILITY IN MUSIC CONTENT AREA OF XXXXX.XXX HOME PAGE
AND MULTIMEDIA GUIDE. Scour and Entertainment Blvd agree to enter into a content
partnership whereby Vidnet provides music content to be included in special
features that are part of Xxxxx.Xxx multimedia guide.
a) BACKGROUND. As part of an upcoming release of the new Xxxxx.Xxx
web site, Scour will be partnering with several major content
providers on the Internet. Scour will offer each of these content
providers visibility through "Content Area Features" on the
top-level entry points to the Xxxxx.Xxx multimedia directory of
web sites and on the Xxxxx.Xxx home page. These Content Area
Features include photos or graphic art, some teaser text about the
featured content, 1-5 links to multimedia files, and a link to the
content provider's web page.
b) Scour agrees to offer Entertainment Blvd participation to provide
Content Area Features for the music section of Xxxxx.Xxx's
multimedia guide. Xxxxx further agrees to commit at least one
24-hour period out of every seven (7) days for the first ninety
(90) days of this agreement, to showcase Vidnet in a Content Area
Feature of the music section. After said ninety (90) days, Xxxxx
agrees to commit at least one 24-hour period out of every fourteen
(14) days to showcase Vidnet in a Content Area Feature of the
music section.
c) Entertainment Blvd agrees to produce necessary Vidnet content at
least forty-eight (48) hours in advance of public availability of
the Content Area Feature.
d) Xxxxx agrees to provide an automated mechanism to transfer
necessary materials from Entertainment Blvd's production staff to
Scour's production staff.
e) Xxxxx agrees to provide Entertainment Blvd with permanent banner
ad space on the music video subcategory of the Xxxxx.Xxx web site
directory at no charge for 60 days following the launch of
Xxxxx.Xxx's new web site targeted for release in the March
timeframe. (This ad space is contemplated to be approximately 120
pixels by 120 pixels.) After the first 60 days, Xxxxx agrees to
provide Entertainment Blvd with one-third (1/3) of this inventory
and Entertainment Blvd has the first right of refusal for
purchasing the remaining two-thirds (2/3) of this ad space at a
$15 CPM rate.
2.3 SCREEN CLIPS VISIBILITY IN MOVIE CONTENT AREA OF XXXXX.XXX
HOME PAGE AND MULTIMEDIA GUIDE. Scour and Entertainment Blvd agree to enter
into a content partnership whereby Screen Clips provides film/movie content
to be included in special features that are part of Xxxxx.Xxx multimedia
guide.
a) BACKGROUND. As part of an upcoming release of the new Xxxxx.Xxx web
site, Scour will be partnering with several major content
providers on the Internet. Scour will offer each of these content
providers visibility through "Content Area Features" on the
top-level entry points to the Xxxxx.Xxx multimedia directory of
web sites and on the Xxxxx.Xxx home page. These Content Area
Features include photos or graphic art, some teaser text about the
featured content, 1-5 links to multimedia files, and a link to the
content provider's web page.
b) Scour agrees to offer Screen Clips participation to provide
Content Area Features for the film/movie section of Xxxxx.Xxx's
multimedia guide. Xxxxx further agrees to commit at least one
24-hour period out of every seven (7) days for the first ninety
(90) days of this agreement, to showcase Screen Clips in a Content
Area Feature of the film section. After said ninety (90) days,
Xxxxx agrees to commit at least one 24-
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hour period out of every fourteen (14) days to showcase Screen
Clips in a Content Area Feature of the film section.
c) Entertainment Blvd agrees to produce necessary Screen Clips
content at least 48 hours in advance of public availability of the
Content Area Feature.
d) Xxxxx agrees to provide an automated mechanism to transfer
necessary materials from Entertainment Blvd's production staff to
Scour's production staff.
2.4 INCLUSION OF ENTERTAINMENT BLVD CONTENT IN SCOUR MEDIA
PARTNERS PROGRAM. Entertainment Blvd agrees to participate in Xxxxx's upcoming
partnership program, contemplated to be named "Scour Media Partners Program",
as follows:
a) BACKGROUND. Scour has created a promotional program that offers
content providers branding and ad revenues through Xxxxx.Xxx's
multimedia links available through Xxxxx.Xxx's core multimedia
search engine. Scour has developed its own search spiders that
scan the Internet to find links to multimedia. The Xxxxx.Xxx
search engine offers users a searchable index to this content.
Xxxxx.Xxx currently links directly to these multimedia files. By
becoming part of the Scour Media Partners Program, content
providers will change the way their content is linked to. Instead
of linking directly to the multimedia files, content indexed on a
web site managed by any member of the Scour Media Partners Program
will launch a 'pop-up' window that includes the embedded
multimedia file and an ad space available for placement by the
partner.
b) Entertainment Xxxx agrees to participate in the program described
above.
2.5 TECHNICAL LIAISON. Upon the execution of this Agreement, Scour
and Entertainment Blvd will each provide the other with access to one of its
technical personnel ("Technical Liaison") for the purpose of exchanging
information and cooperating to successfully effect any technical activities
set forth in this Agreement and future agreements between the parties. As of
the date hereof, the parties' Technical Liaison are as follows:
For Scour: Xxxx Xxxxxxxxx
SCOUR INC.
00000 Xxxxxxxx Xxxxx, #000
Xxx Xxxxxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
Email: xxxxx@xxxxx.xxx
For Entertainment Blvd:
Xxxx Xxxxxxxx
ENTERTAINMENT BLVD, INC.
0000 Xxx Xxx Xxxxxx, Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
Email: xxxx@xxxxxxxxxxxxxxxxx.xxx
3. MARKETING PARTNERSHIP
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3.1 MARKETING LIAISON. Upon the execution of this Agreement, Scour and
Entertainment Blvd will each provide the other with access to one of its
public relations or marketing personnel ("Marketing Liaison") for the purpose
of exchanging information and cooperating to successfully effect any
marketing activities set forth in this Agreement and future agreements
between the parties. As of the date hereof, the parties' Marketing Liaison
are as follows:
For Scour: Xxx Xxxxxxxxx
SCOUR INC.
00000 Xxxxxxxx Xxxxx, #000
Xxx Xxxxxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
Email: xxxx@xxxxx.xxx
For Entertainment Blvd:
Xxxxx Xxxx
ENTERTAINMENT BLVD, INC.
0000 Xxx Xxx Xxxxxx, Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
Email: xxxxx@xxxxxxxxxxxxxxxxx.xxx
3.2 PARTNERSHIP LOGO AND LINKS. Upon the execution of this Agreement,
Entertainment Blvd will provide to Scour an Entertainment Blvd logo, a link to
Entertainment Blvd's web site, and an Entertainment Blvd company description
to be included on a web page on the Xxxxx.Xxx web site which showcases
Xxxxx.Xxx's partner relationships. Similarly, Scour will provide to
Entertainment Blvd a Xxxxx.Xxx logo, a link to the Xxxxx.Xxx web site, and a
Xxxxx.Xxx product description to be used in a similar way by Entertainment
Blvd, at Entertainment Blvd's sole discretion.
4. CONFIDENTIALITY
Each of the parties to this Agreement warrants and agrees that neither
it nor its counsel will disclose, disseminate, or cause to be disclosed the
terms of this Agreement, except:
a) Insofar as disclosure is reasonably necessary to carry out and
effectuate the terms of this Agreement;
b) Insofar as a party hereto is required by law to respond to any
demand for information from any court, governmental entity, or
governmental agency;
c) Insofar as disclosure is necessary to be made to a party's
independent accountants for tax and audit purposes; and
d) Insofar as the parties may mutually agree in writing upon language
to be contained in one or more press releases.
5. TERM AND TERMINATION
5.1 The term of this Agreement shall commence on March 2, 1999 and
is executed by the parties and shall commence for a period of 180 days unless
earlier terminated as is
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otherwise rightfully terminated. At the end of the above period, this
Agreement shall automatically renew every 30 days until March 2, 2000 unless
terminated by either party upon notice provided 30 days prior to any such
renewal period.
5.2 Upon termination or expiration of this Agreement, regardless of the
cause thereof, the parties shall abide by and uphold any rights or obligations
accrued or existing on the date of termination or expiration. The parties
agree to continue cooperating with each other and to carry out an orderly
termination of their relations. Paragraph 4 shall survive termination of this
Agreement.
6. GENERAL PROVISIONS
6.1 Each party hereto agrees to and does hereby indemnify, save and
hold harmless, the other, its permitted assigns, licensees and its directors,
officers, shareholders, agents and employees from any and all liabilities,
claims, demands, loss and damage (including reasonable attorneys' fees and
court costs) arising out of or connected with any claim by a third party
which is inconsistent with any of the warranties, representations, covenants
or agreements made by the Indemnitor herein and agrees to reimburse
Indemnitee, on demand, for any payment made by Indemnitor at any time after
the date hereof with respect to any liability or claim to which the foregoing
indemnity applies.
6.2 Each party represents and warrants that it has the authority to
enter into this Agreement and to fully perform all of its obligations
hereunder. Each party represents and warrants that the grant of rights herein
does not violate the rights or any third parties and each party will adhere
to applicable Federal, State and Local law and regulation in the performance
of its obligations hereunder.
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If the above reflects our understanding, please sign in the space
indicated below. We look forward to working with you!
Sincerely yours,
SCOUR INC.
By: /s/ Xxx Xxxxxxxxx
--------------------------
Xxx Xxxxxxxxx
President and CEO
AGREED AND ACCEPTED:
ENTERTAINMENT BLVD, INC.
By: /s/ Xxxxxxx Xxxxx
-----------------------
Authorized Signature
Name: Xxxxxxx Xxxxx
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Title: CEO
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Date: 2-26-99
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