AGENCY AGREEMENT
BETWEEN
NARROWSTEP
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- HEREINAFTER REFERRED TO AS "NARROWSTEP" -
AND
GLOBAL SPORTNET
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- HEREINAFTER REFERRED TO AS "GSN" -
PREAMBLE
Narrowstep has developed a system (comprised of hardware and software) for
producing and processing video and audio material to enable transmission of the
same on the internet, to mobile devices and over IP enabled networks. Narrowstep
offers these products and corresponding services of processing video and audio
material as well as services of live and recorded broadcasting channels to
internet and mobile devices ("Products").
GSN is one of the leading sport marketing agencies and consulting enterprises in
the field of sports-marketing, especially for the European football. GSN is
specializing in the areas of Broadcasting and Advertising Rights, Sponsorship,
Marketing, Athlete Representation and Stadium Consulting. The parties wish to
establish a professional relationship whereas GSN is mandated to provide
promotion and marketing services for Narrowstep's Products. With a view of these
facts, the parties hereby agree as follows:
1. EXCLUSIVE AGREEMENT
Narrowstep gives GSN an exclusive worldwide mandate to provide services
of marketing and promoting Narrowstep's Products in the field of sports
and entertainment as set out and specified in SCHEDULE 1. GSN hereby
undertakes the brokerage of business
* AT EACH PLACE WHERE INFORMATION HAS BEEN REDACTED, AN ASTERISK HAS BEEN
INSERTED. THIS CONFIDENTIAL PORTION HAS BEEN SO OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT.
relationships containing the Products within the sports and
entertainment industry between Narrowstep and potential new clients
("Client Agreements").
2. SERVICES
2.1 GSN will act as an exclusive agency for the sports listed in Schedule 1
and will promote and market the Products offered by Narrowstep within
these sports businesses. GSN will provide Narrowstep within these sports
businesses. GSN will provide Narrowstep with all reasonable services os
support, consultancy and counseling regarding the possible Client
Agreements with any potential clients. These services include support,
supervision and consulting as part of the process of acquiring potential
clients. Furthermore GSN also offers to provide support, supervision and
consulting services for the implementation and execution of any Client
Agreement established due to the efforts of GSN. For the purpose of
providing these support and consulting services, GSN will handle and
process any and all communication, requests and/or demands between
Narrowstep and the potential clients and thereby supervise and manage
the relationship with the potential client for NARROWSTEP.
2.2 There will be no charge for the provision of services set out in 2.1
other than the commission as determined in Section 4.
2.3 Narrowstep may offer agreements to GSN that are not included under
Schedule 1. In such an instance, for the avoidance of doubt, any
agreements will be covered by the provisions of this Agency Agreement.
2.4 GSN undertakes to negotiate any and all of the conditions and provisions
of the future Client Agreement as well as the support and consulting
services for the execution of these Client Agreements according to the
interests and instructions of Narrowstep only. This especially applies
to the price for the future client which will be based on a current
price list published and made available on the extranet service at
xxxx://xxxxxxxx.xxxxxxxxx.xxx. Such prices are subject to change by
Narrowstep with due notice.
2.5 Narrowstep has no obligation to enter into Client Agreements suggested
by GSN. However, upon receiving knowledge of a potential client GSN has
contacted, Narrowstep has to inform GSN of any impediment or reservation
against a future business relationship immediately.
2.6 GSN is entitled to make use of Narrowstep's Products free of charge for
the purposes of presentation and marketing as well as for own purpose
and use. Narrowstep will therefore provide GSN with access to the
Products for presentation and demonstration purposes.
3. RIGHTS AND OBLIGATIONS
3.1 Once Narrowstep has entered into a Client Agreement presented by GSN,
the contracting parties' mutual rights are determined by the Client
Agreement only. GSN is not liable for fulfillment of such Client
Agreement in any way. The same applies to any and all
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requests and demands by either party arising during the implementation
of the Client Agreement.
3.2 Narrowstep hereby agrees to indemnify GSN from any claim lodged by the
contracting party or any third party regarding any issue from the Client
Agreement between Narrowstep and the contracting party. GSN's position
as an intermediate for the implementation of any Client Agreement shall
not constitute any liability for GSN regarding the proper fulfillment of
such Client Agreement and therefore any exception from this provision.
3.3 The ownership and sole rights to copyrights, designs or other
intellectual property rights of any material encoded, streamed or
otherwise processed according to any Client Agreement will be guaranteed
by the potential customer as part of the Client Agreement. GSN hereby
expressly excludes any warranty or guarantee regarding the existence
and/or extension of the client's rights for the material to be
processed. The Client Agreements between Narrowstep and any client shall
include a waiver of liability regarding the client's intellectual
property rights for Narrowstep, too.
4. COMMISSION, FEES AND COSTS
4.1 Prices have to be approved by Narrowstep and must be based on a current
price list published and made available on the extranet service at
xxxx://xxxxxxxxx.xxxxxxxxx.xxx. Such prices are subject to change with
due Notice. Prices _____________*.
4.2 For each Client Agreement established during the validity of this Agency
Agreement and based on the valuation of the agreed prices, GSN is
entitled to a commission of ___________________________*. The same
applies to each and any further or subsequent
______________________________* reached between Narrowstep and any third
party in the future under the terms of this Agency Agreement.
Furthermore, Narrowstep shall continue to pay the commission set out
herein for any and all further agreements which will be signed between
Narrowstep and any third party after the expiration of this Agency
Agreement, provided that GSN has been in contact with any such third
party during the validity of this Agency Agreement. The commission is
due regardless of the grounds and/or reasons for any payment made by the
client.
4.3 Payment of the commissions due as set out in 4.2 are to be effected by
Narrowstep within ______________________________* from GSN. Narrowstep
hereby agrees to inform GSN of any and all Client Agreements established
due to GSN's services regularly and upon request from GSN. Furthermore
Narrowstep agrees to provide GSN with a detailed account with supporting
documents of all payments received from clients derived from GSN's
services on a six-monthly base. Narrowstep especially agrees to provide
GSN with copies of any and all Client Agreements established due to
GSN's efforts.
4.4 GSN shall bear its regular costs and expenses incurred from the
provision of its services according to this Agency Agreement regardless
of success. Narrowstep shall reimburse GSN for any costs and expenses in
case Narrowstep fails to inform GSN of any
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reservation against a potential client within 30 days after Narrowstep
have been informed of the client approach by GSN as set out in clause
2.5.
5. NON-COMPETE
5.1 The parties undertake not to compete directly, nor to solicit business
nor work with competitors of either party in the areas defined in
Schedule 1, and to handle all such business under the provisions of this
Agency Agreement unless otherwise agreed in writing by both parties,
such permission not to be unreasonably withheld.
5.2 Both parties will keep the other informed on a monthly basis of business
approaches and prospects. In the case of an approach directly to
Narrowstep of any potential new client involved in the areas outlined in
Schedule 1, the business shall be offered through GSN in the first
instance. Only if such business is turned down by GSN in writing then
Narrowstep shall be free to undertake the business, and any subsequent
business with the new client outside the terms of this Agency Agreement.
5.3 GSN undertakes not to offer rival or alternative products and services
to its existing and new clients that might justifiably be held to
compete with, or damage the products of Narrowstep.
6. CONFIDENTIALITY
6.1 The parties are aware that during the term of this Agency Agreement
confidential information may be disclosed to the other party. The
parties agree that confidential information is not to be disclosed to
any unauthorized third party or otherwise put to use outside the
provisions of this Agency Agreement. The obligation to maintain any and
all information received or otherwise disclosed in absolute secrecy will
be transferred by the contracting parties to any employee who has access
to the information due to engagement in the project.
6.2 GSN agrees that Narrowstep may publicize the fact that GSN or its
customer is a client of Narrowstep. Any other promotional material,
press release or use of GSN or the customer's name, trademarks or logos
by Narrowstep for publicity purposes will be subject to GSN's prior
written consent.
6.3 Both parties undertake not to solicit or entice employees from the other
party for the duration of this Agency Agreement and a period of twelve
months thereafter unless by the express consent of both parties. Should
this provision be broken a remedy equal to the annual offered salary,
with benefits, shall be paid to the other party.
7. DURATION & TERMINATION
7.1 This Agency Agreement shall be effective from the date of its signing
and remain in force until December 31, 2005. However, the termination of
this Agency Agreement shall have no effect on the obligation of
Narrowstep to continued payment of the
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commission as set out in Section 4 for any and all payments from Client
Agreements that are in effect and/or are continued and/or extended after
December 31, 2005 for the whole period of any Client Agreement.
7.2 If either party is in breach to any of the provisions of this Agency
Agreement they shall be given a period of two weeks to remedy the
breach. The parties remain entitled to extraordinary termination of the
Agency Agreement of serious breaches or infringements of any of the
provisions of this Agency Agreement that has not been remedied,
corrected or reversed within this deadline or any extension of such
deadline agreed by both parties.
8. MISCELLANEOUS
8.1 Amendments and/or supplements to the Agency Agreement shall be made in
writing only and expressly refer to this Agreement. The same shall apply
to any waiver of the requirement of writing.
8.2 Should one or more of the provisions of this Agency Agreement be invalid
or unenforceable, the validity of the other provisions shall not be
affected thereby. The parties undertake to replace the inapplicable
provision by a provision which comes as close as legally possible to the
economic purpose pursued by the parties according to the aim and object
of the provision. The same shall apply to any gaps in the provisions of
this Agency Agreement.
8.3 This Agency Agreement shall be governed and constructed in accordance
with German law. Place of jurisdiction is Hamburg, Germany.
London, dated 9 February 2004 Hamburg, dated 5 February 2004
/s/ Iolo Xxxxx /s/ Xxxxxx Xxxxxxx
Iolo Xxxxx Xxxxxx Xxxxxxx
Chief Executive Officer Chief Executive Officer
Narrowstep Global Sportnet
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Dir. Business Development
Global Sportnet
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SCHEDULE 1
Inclusions
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Aquatics Fencing
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Archery Football (see exceptions below)
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Athletics Golf
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Badminton Gymnastics
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Baseball Handball
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Basketball Ice Hockey
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Biathlon Judo
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Bobsleigh Luge (not streetluge)
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Boxing Modern pentathion
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Chess Motor sports
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Canoe (not kayaking) Polo
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Curling Rowing
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Equestrian Rugby
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All WPP Companies and Clients
Exceptions
Exceptions to this Agency Agreement are the following existing projects
currently in production or under discussion by Narrowstep directly or through
partners:
o Xxxxxxxxxxxxxxx.xx service being operated by ESA
o Cycling
o Fieldhockey
o Extreme sports (including parachuting, paragliding, gliding,
hangliding, freediving, climbing, freerunning, adventure racing,
kayaking, base jumping, skateboarding, inline skating, mountain
boarding, kiteboarding, power kiting, dirtsurfing, surfing,
windsurfing, kitesurfing, wakeboarding, bodyboarding)
