AGREEMENT
THIS agreement ("THIS AGREEMENT") is made as of February 17, 2004 by and between
Telem Atik Cross Media Ltd. (the "TCM"), a private company incorporated under
the laws of the state of Israel; and Xx. Xxxxx Xxxxxxx ("LEVANON") i.d 008031981
and Xx. Xxxxxx (LOSSOS) i.d. 1689380 be referred to collectively and severally
as: the "LICENSORS").
WHEREAS, LICENSORS is engaged in strategy and marketing research and has
developed a certain emotional matrix, which enables the definition
of human populations, regarding which it has filed for a patent
(patent application no. 09q534,170 in USA, the "PATENT") and has
extensive know how and expertise (the "KNOW-HOW") as further
defined in Annex A hereto (the Patent and Know-how collectively:
the "INTELLECTUAL PROPERTY"); and-
WHEREAS, Levanon is the founder and CEO of the Company; and
WHEREAS, TCM is engaged in business of cross-media service based solutions
(the "FIELD"); and
WHEREAS, The Licensors TCM, Technoprises Apros & Chay Ltd. and its
shareholders have signed on a Contribution Agreement, dated
February 17, 2004 (the "CONTRIBUTION AGREEMENT") under which the
Licensors have agreed to contribute technology and know-how to the
Company; and-
WHEREAS, the parties wish to set forth in this Agreement the specific terms
under which the Licensors will license the Intellectual Property
to TCM solely for the purpose of utilization within the scope of
the Field;
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth
herein, and intending to be legally bound hereby, the parties agree as follows:
1. LICENSE
1.1 Relevant Intellectual Property
Levanon & Lossos are to exclusively apply the EM upon all TCM contents and
limited to that only (the relevant intellectual property) Advertising,
marketing & all else that is not content shall be provided to TCM by
Levanon & Lossos upon specific economic agreements to be defined. Levanon
& Lossos are not to be exclusive to TCM in any of the matters & or puns
that are not content. Levanon & Lossos agree not to apply the EM upon any
other cross-media supplier.
1.2 The Licensors hereby grant TCM with a perpetual, worldwide,
irrevocable, royalty free, fully-paid and exclusive license to make, use,
modify, market, perform, distribute, license and sell products and
services which are or may be based on the Relevant Intellectual Property
and to otherwise exploit the Relevant Intellectual Property with respect
to any products or services which the Company develops or may develop in
the Field (the "LICENSE").
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1.3 Subject to the terms and conditions set forth in this Agreement,
following signature hereunder the Licensors shall deliver to TCM copies of
any and all existing material required for the utilization of the Relevant
Intellectual Property in the scope of the License, including but not
limited to the materials listed in Annex B hereto and any documentation,
books, ledgers, files, reports, plans and operating records related to the
Relevant Intellectual Property and a copy of the Patent (the
"DELIVERABLES").
1.4 The Licensors will provide reasonable training and assistance to TCM's
development team regarding the utilization of the relevant Intellectual
Property with respect to TCM's cross-media platform.
2. CONSULTING SERVICES
Levanon, the Company and its staff agree to provide consulting services to
TCM with respect to the Relevant Intellectual Property licensed hereunder,
to the extent required by the Company, and subject to the terms of a
consulting agreement to be mutually agreed by the parties.
3. CONSIDERATION
In consideration for the License hereunder the [MSR/Levanon] shall receive
the Shares (as defined in the Frame Agreement], all subject to the terms
set forth in the Agreement.
4. REPRESENTATIONS AND WARRANTIES
The Licensors, jointly and severely, represent and warrant to TCM, as
follows:
4.1 This Agreement has been duly executed and delivered by the Licensor and
constitutes a valid and binding agreement of the Licensors, enforceable in
accordance with its terms.
4.2 There exists no hindrance, whether by statute, contract, or otherwise,
preventing the Licensors from entering into the Agreement, and fulfilling
its undertakings in terms hereof.
4.3 The Licensors are the sole owners of the Relevant Intellectual Property
(including the Patent), free and clear of any claim, lien, mortgage or
encumbrance. The Relevant Intellectual Property does not infringe any
third party rights.
4.4 The Licensors have not received any communications alleging that the
Company has violated any of the patents, trademarks, service marks, trade
names, copyrights or trade secrets or other proprietary rights of any
other person or entity, nor, to the best knowledge of the Licensors, is
there any basis for any such communication.
5. INDEMNIFICATION
Each of the Parties to this Agreement shall indemnify and hold the other
party and each of their directors, officers, employees, affiliates,
agents, successors and assigns, harmless from any and all claims,
liabilities, obligations, damages or expenses (including, but without
limitation, reasonable attorney's fees) arising out of a breach of the
representations and warranties and covenants made by such Party which is
contained in this Agreement or any breach or non-fulfillment of, or any
failure to perform, any of the covenants or undertaking of such party
which are contained in or made pursuant to this Agreement.
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6. MISCELLANEOUS
The terms of Sections 6 and 7 of the Contribution Agreement shall apply to
this Agreement.
IN WITNESS WHEREOF, the parties executed this Agreement in duplicate on
the day and year first above written.
_____________________________ ________________________________________
TELEM ATIK CROSS-MEDIA LTD. XX. XXX XXXXXX
_____________________________
XX. XXXXX XXXXXXX
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ANNEX A
EM PATENT APPLICATION
SUBJECT MATTER:
Emotional marketing method for producing optimum effect marketing or optimum
effective content adjustment US patent application Serial number - 09/534,170
ABSTRACT
A method for producing optimum - effect marketing or content adjustment.
Especially useful for interactive mediums. Comprising:
a) Collecting emotional orientation information obtained from a potential
consumer based on an immediate individual emotional response of the consumer
according to the following emotional orientations: survival typc, growth type,
relaxation type, and a combination thereof:
b) Storing the emotional orientation information of the consumer in a personal
character profile record in a wherein the personal character profile record
includes a value indicative of the emotional orientation of the consumer,
wherein the value is one of a survival type, growth type, a relaxation type, and
a combination thereof.
c) Determining based on the stored emotional orientation information in the
personal character profile record a predominant tendency of the consumer toward
one of the individual emotional orientations;
d) Sorting the character profile record in the database into at least three
clusters, wherein each cluster corresponds to a subset of character profile
records determined to have a predominant tendency toward on of the individual
emotional orientations;
e) Determining, based on the predominant tendency toward one of the individual
emotional orientations of the cluster of the character profile record of the
potential consumer, an appropriate content or marketing campaign directed to the
specific cluster including the personal character profile record of the
potential consumer having a particular emotional orientation:
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ANNEX B: DELEVERABLES
TCM - Work Plan
EM MODEL FOR CONTENT ADJUSTMENT
1. The chosen fields of work are:
a. " VOD POOL"
b. "ADAPTED NEWS"
2. "VOD POOL" - system's description
2.1 ESSENCE
A collection of videos of the high future view potential adapted to
personal storage
2.2 OPERATORS
The operating companies are content companies (movies, clips, old
programs, news, soccer clips, cult films etc.) interested in expanding the
products into a "for ever sale" program directly to the clients (video on
demand). Usually, these companies have created the films or had them shown
in past programs as part of the news etc.
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2.3 FINAL USERS
2.3.1 All TV viewers looking to reminisce
2.3.2 Secessions are emotions. Each of the EM types senses matters
differently: love for GS type is attached to constant
creation. The GH attaches love to peace and calmness. The HS
type determine love through family frame and the HG require
love to be part of a landscape and culture
2.3.3 Mostly, when we are interested in remembering, we find it hard
to specifically require something. Our request is usually
formed in a sensational mode adjusted to our viewing habits
2.3.4 The need is to reactivate the clip/excerpt according to: type,
sensations, VOD field, topic, time of recording, people
connected to the recording etc.
2.3.5 The user will receive answers reactivated according to these
as well as their personal profile. The answers will adjust
themselves to the profiles indication existing upon the PC, TV
2.3.6 Each answer will be presented by a title and a short summary
(perhaps) written in the language of the specific EM profile
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2.4 VOD MEDIUMS
The main mediums are the TV and the Internet. Later, a further medium will
be presented - the cellular
2.5 SYSTEM
2.5.1 The system consists of:
a. A collection of clips categorized according to:
- Topics, timing, participants
- Emotions (described by words)
- EM profile (performed either automatically or in hand mode)
b. Customers requests / demands
c. EM viewer's analysis (questionnaire) - helps better reactivate
clips (exists only in customers hands)
d. An EM learning model performed according to past choices (an
alternative to c. exists in customers hands and in the hands
of a panel analyzing the chosen content for further
improvement)
e. A connection between the client's system (TV, Internet) and
the POOL from which the clips are chosen from (according to
the profile)
f. An assisting model to "semi automatically" select the VOD,
adjusted to the most relevant segment
g. A dictionary of EM languages
h. An "automatic translator" mechanism for translating one EM
language to an-other
i. A dictionary of EM pictures, colors, music, to be attached to
the VOD
j. Media adjustment (digital TV, Internet, Cellular)
2.5.2 the system will be operated according to 8 profiles when for
each of the G S H criterions there will be a two level scale:
high and low. The "automatic translator" will be based upon
the latter (for example: emotions will be represented by the
three criterions when a shift in the value will change the
consistency of the emotion and its manner of presentation
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2.5.3 VOD's categorization
a. A clip will be shown. The answers to a given questionnaire
will determinate the suitability to the various G H S and
thus, to the profiles
b. The categoriser will decide to which profile the clip is most
suitable and to which the least. The metrical log will
determine the profile's suitability
2.5.4 the VOD "keying" and description will be performed as follows:
each clip will be described (by a given basic scheme)
according to the preferred EM profile language
2.5.5 an automatic translator will shift the descriptions from one
Profile language to an-other (only close emotional languages)
2.5.6 Billing tools are also required
2.6 OTHER COMPANIES IN GROUP
2.6.1 VOD POOL - with ANY SERVICE - ANY CONTENT - ANYWHERE - ANY
TIME
2.6.2 combining the system with various mediums (mostly TV) of the
Interactive TV Group
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2.6.3 media adjusted with PROXIMED
3. "ADAPTED NEWS"
3.1 ESSENCE
Real time news supply, analysis according to needs and requirements and
presentation suitable for optimal receiving (pleasure, understanding,
further knowledge etc.)
3.2 OPERATORS
Mostly news channels, Internet and cellular Companies. The system enables
to edit the news in 8 manners with no extra investments, while bettering
the response of the viewers. At this stage the system is meant for the
Real Time viewers by offering titles (low and medium complex ability).
Further, it will also be used for the TV and radio mediums
3.3 FINAL USERS
Those interested in receiving data on what matters to them and interests
them in an "Almost Real Time" manner while presented (words and visuals)
suitable to their optimal understanding and maximal pleasure
3.4 SYSTEM
This system is very similar to the VOD POOL system but the processes are
different
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a. The editing process must be immediate for the "immediate" cliental.
At this stage it will be an automatic analysis for the main cliental
performed according to a "computerized rule book"
b. The less immediate client's profile will be done in a similar way to
the VOD POOL system, but faster
4. THE AGREEMENT
The agreement frame is not related to the marketing & advertising
applications. In this EM the know how field will be developed and marketed
by Levanon and Lossos independently, but if & when it is applied upon one
of TCM's clients, TCM will get 5% commission.
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