Exhibit 10.1
PROGRAMMING AGREEMENT
THIS AGREEMENT is made as of April 1, 1999 by and between ADVANCE
STORES COMPANY, INCORPORATED, a Virginia corporation ("ADVANCE"), 0000 Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxx 00000, and RETAIL MEDIA SYSTEMS, INC., a Delaware
corporation ("RMS"), 000 Xxxxx Xxxxxxx Xxxxxxx, 0xx Xxxxx, Xxxx Xxxxxxxxxx,
Xxxxxxx 00000.
WHEREAS, ADVANCE, along with its subsidiaries and affiliates, owns and
operates a chain of retail automotive aftermarket parts stores numbering in
excess of 1,500 locations across 37 states;
WHEREAS, ADVANCE and RMS wish to install and operate a private
television network in these stores consisting of television monitors, satellite
and related equipment over which ADVANCE will air and play programming and
advertisements (collectively, the "Programming") uniquely tailored to ADVANCE's
business and customers;
WHEREAS, ADVANCE wishes to retain RMS to produce and license the
Programming, to supply certain equipment and to provide certain related services
in conjunction with the Network (as that term is defined herein), all in
accordance with the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, ADVANCE and RMS hereby agree as follows:
ARTICLE 1. GENERAL
1.1 CONTRACTOR RELATIONSHIP. ADVANCE hereby retains RMS as an
independent contractor to supply certain equipment programming and services in
conjunction with the Network, all as further set forth herein. The relationship
between ADVANCE and RMS shall be solely as set forth herein. Neither party shall
be deemed the employee, agent, partner or joint venturer of the other, nor have,
or represent to have, any authority or capacity to make or alter any agreement
on behalf of the other, to legally bind the other, to credit or receive money
due on behalf of the other or to do any other thing on behalf of the other.
Neither ADVANCE nor RMS will have or attempt to exercise any control or
direction over the methods used by the other to perform its work, duties and
obligations under this Agreement except as set forth herein. The respective
employees, agents and representatives of each of ADVANCE and RMS shall remain
their own employees, agents or representatives, and shall not be entitled to
employment benefits of any kind from the other. ADVANCE and RMS each assume full
responsibility for their own compliance with any and all applicable laws,
ordinances, rules and regulations.
1.2 TERM. The term of this Agreement shall be two years commencing
April 1, 1999, and ending March 31, 2001, unless otherwise earlier terminated as
set forth herein. This Agreement may be renewed by Advance at its option for
additional one year periods by providing written notice of such extension to RMS
no later than six months prior to the expiration of the initial term or any
renewal term.
ARTICLE 2. NETWORK OVERVIEW
2.1 THE NETWORK. ADVANCE and RMS intend to establish and operate a
private television network within the stores comprising the Advance Auto Parts
retail chain (the "Network"). The Network will be capable of broadcasting,
airing, and playing two channels of programming:
2.1.1 "SALES FLOOR SHOW" produced by RMS for air and play in
all participating stores during business hours. Programming will be produced by
RMS and delivered to and stored upon Digital Video Servers at the satellite hub
as hereinafter described. The Digital Video Servers will provide a continuous
programming feed to ADVANCE's satellite hub for satellite encoding, distribution
to and air and play in the stores.
2.1.2 "CORPORATE COMMUNICATIONS PROGRAMMING" for air and play
in all participating stores before and after business hours and, in limited
time-certain aspects, during business hours. Programming will be produced by
ADVANCE and, in certain instances RMS, either fed live to the satellite hub or
delivered to and stored upon Digital Video Servers, Beta tape or other storage
media at the satellite hub. ADVANCE will select and provide the feed to the
satellite hub for satellite encoding, distribution to and air and play in the
stores.
2.2 NETWORK EQUIPMENT. The Network Equipment will consist of the
following:
2.2.1 "STORE EQUIPMENT" to be owned, installed, maintained and
operated by ADVANCE in each participating retail store and connected to
ADVANCE's satellite distribution network. ADVANCE and RMS will agree upon
standard equipment and installation configurations for each of ADVANCE's
standard store sizes and formats. These configurations are intended to fit the
elements of decor within the stores and to provide an appropriate video and
audio presence within the stores. As a guideline, these configurations for each
store will include a minimum of two 20" television monitors, remote speakers,
satellite receiving components and such other equipment as ADVANCE and RMS deem
desirable ("Store Equipment").
2.2.2 "SATELLITE EQUIPMENT" to be owned, installed, maintained
and operated by ADVANCE in ADVANCE's corporate satellite hub in Roanoke,
Virginia to permit the continuous broadcast, air and play of the Programming to
all participating stores ("Satellite Equipment"). Initially, satellite
broadcasts will be via a single channel to all stores with the ability to add
additional channels. ADVANCE and RMS will agree upon standard equipment and
installation configurations for the initial single channel and any additional
channels desired by ADVANCE.
2.2.3 "DVS HUB EQUIPMENT" to be owned, installed, maintained
and operated by RMS in ADVANCE's corporate satellite hub in Roanoke, Virginia
("DVS Hub Equipment"). ADVANCE and RMS will agree upon standard DVS
configurations for the initial single channel and any additional channels
desired by ADVANCE. The initial single channel configuration will include a
minimum of two Digital Video Servers (one primary, one backup) upon which RMS
will store and deliver the Programming and which will provide the Sales Floor
Show feed for encoding and broadcast to all participating stores via ADVANCE's
satellite distribution network.
2.3 INSTALLATION. ADVANCE and RMS have established an Installation
Schedule for the installation of the Store Equipment, the Satellite Equipment
and the DVS Hub Equipment, which Schedule is attached hereto.
ARTICLE 3. SALES FLOOR SHOW
3.1 NETWORK LICENSE. For the term of this Agreement, ADVANCE hereby
grants to RMS an exclusive license to produce and supply all of the Sales Floor
Shows for broadcast, air and play on the Network in all ADVANCE retail stores,
whether now existing or hereafter created. ADVANCE will cause its participating
retail stores to air and play the Sales Floor Show on the Network continuously
during all business hours that each participating retail store is open. This
license will be exclusive and ADVANCE will not cause or permit any other
programming, broadcast, video, tape, cassette, or other video or audio medium to
be aired or played in the stores during business hours, with the following
exceptions: ordinary testing and demonstration of automotive sound
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equipment sold in the stores; informational or training audio or video materials
relating to a specific product or service; and managerial audio or video
materials relating to store management and operations; so long as in each
instance, the video or audio of any of these activities does not interfere,
supersede or overshadow the video or audio of the Sales Floor Show on the
Network.
3.2 SALES FLOOR SHOW. The Sales Floor Show for the Network will
initially be comprised of a two-hour video program uniquely tailored to
ADVANCE's business and customers (the "Show"), made up of thirty minute wheels,
with seventeen - twenty minutes comprised of automotive, sports and
entertainment elements ("Elements" to be provided by RMS) and the remaining ten
- thirteen minutes comprised of advertising ("Ads" to be provided by ADVANCE).
Two hours of new programming materials, including both Elements and Ads, will be
produced by RMS once every four weeks, of which approximately thirty minutes
will be inserted and interwoven into the Show by RMS once each week (each week,
a "Cycle"), all in accordance with the Production Schedule described in Article
4 hereof. All Elements shall be approved by ADVANCE in writing prior to being
included in the Show.
3.3 CONTENT STANDARDS. The content of the Show will consist of Elements
and Ads uniquely tailored to ADVANCE's retail auto parts business and customers.
As a guideline, it is intended that the Show will be of a high quality suitable
for network television, with content suitable for viewing and display in a
retail environment and with a suitable mixture of Elements of interest to
ADVANCE's auto parts customers. ADVANCE or RMS may reject Elements or Ads within
the Show which ADVANCE or RMS reasonably deem to be objectionable for viewing or
display in a retail environment and may refuse to air and play such
objectionable Element or Ad until replaced. RMS will provide replacement
Elements, which may be existing or previously aired Elements, and ADVANCE will
provide replacement Ads, which may be existing or previously aired Ads, as soon
as possible after notice from ADVANCE or RMS of any objectionable Element or Ad.
ADVANCE will distribute the replacement Elements or Ads via satellite
distribution to minimize the impact thereof.
3.4 OWNERSHIP. The Elements and all rights, titles and interests
therein will be owned by, and will be the sole and exclusive property of, RMS.
The Ads, and any other materials provided by ADVANCE, will be owned by and will
be the sole and exclusive property of, ADVANCE. The compilation and arrangement
of Elements and Ads comprising the Show will be the sole and exclusive property
of ADVANCE. ADVANCE will not have, nor will it assert, any right, title or
interest in the Elements. ADVANCE is hereby granted a limited, non-exclusive
license by RMS to broadcast, air and play the Show over the Network in
accordance with the terms of this Agreement. RMS will not have, nor will it
assert, any right, title or interest in the Ads, any other materials provided by
ADVANCE and the compilation and arrangement of Elements and Ads comprising the
Show. RMS agrees it will not copy or use or permit the copying or use by any
unauthorized persons of the Ads, any other materials provided by ADVANCE, and
the compilation and arrangement of Elements and Ads comprising the Show. ADVANCE
agrees it will not copy or permit the copying by any unauthorized persons of the
Elements.
3.5 LICENSES. The Show may include materials owned or licensed by other
persons for which RMS (if produced or provided by RMS) or ADVANCE (if produced
or provided by ADVANCE or an advertiser) has or will obtain the appropriate
licenses for and on behalf of RMS and ADVANCE. Any and all fees, costs and
expenses as a result of, or in connection with, any licensed materials will be
the sole responsibility and obligation of RMS (if produced and/or provided by
RMS) or ADVANCE (if produced and/or provided by ADVANCE or an advertiser).
ARTICLE 4. PRODUCTION
4.1 PRODUCER SERVICES. During the term of this Agreement, RMS will be
the exclusive producer and supplier of, and will produce and/or supply, all
Elements in the Sales Floor Shows for broadcast, air and play on the Network.
ADVANCE will produce and supply, or cause to be produced or supplied, all Ads in
the Sales Floor Shows for broadcast, air and play on the Network.
4.2 MIX. Each Show will be comprised of sixty-eight (68) to eighty (80)
minutes of fresh Elements to be provided by RMS, with the remainder of the Show
comprised of Ads provided by ADVANCE. Elements are
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expected to range in length from ten seconds to three minutes. Ads are expected
to range in length from ten to thirty seconds and to repeat approximately once
every half hour. All of the Elements and the Ads for each Show will be
consolidated and encoded by RMS once every four weeks. Of these Elements and
Ads, approximately thirty minutes of fresh materials will be inserted and
interwoven into the Show by RMS once each week, all in accordance with the Show
Schedule. Any requests by ADVANCE for Elements, Ads or insertions in excess of
these ranges will constitute additional services which will be quoted as and
when requested.
4.3 CONTENT. The content of the Elements will consist of automotive,
sports and entertainment Elements uniquely tailored to ADVANCE's retail auto
parts business and customers. Content and format of Elements will be determined
by RMS, subject to the prior written approval of ADVANCE. Content and format of
Ads will be determined by ADVANCE, with the reasonable input and assistance of
RMS.
4.4 PRODUCTION AND DELIVERY.
4.4.1 Advance and RMS have established a Show Schedule, which
Schedule is attached hereto, for the production, broadcast, air and play of the
Show on the Network. Each delivery date of a Show shall be referred to herein as
a Show Delivery Date.
4.4.2 RMS will cause the Elements for each Show to be ordered,
created, produced, licensed, purchased and delivered to the RMS production
facility designated in writing from time to time, on or before the date two
weeks prior to such Show's applicable Show Delivery Date (each, an "Element
Delivery Date"). RMS will be responsible for any and all services, costs and
expenses incurred in connection therewith, except as otherwise set forth herein.
4.4.3 ADVANCE will cause the Ads for each Show to be ordered,
created, produced, licensed, purchased and delivered to the RMS production
facility designated in writing from time to time, on or before the date four
weeks prior to such Show's applicable Show Delivery Date (each, an "Ad Delivery
Date"). ADVANCE will be responsible for any and all services, costs and expenses
incurred in connection therewith, except as otherwise set forth herein.
4.4.4 The Elements and the Ads will be formatted and delivered
on such media as RMS may determine from time to time, including VHS, one-inch or
Beta tape, digital compact disc or other. All shipping or delivery charges
incurred will be the responsibility of, and be borne by, RMS (with respect to
Elements) and ADVANCE (with respect to Ads), except as otherwise set forth
herein.
4.4.5 Any and all risk of loss to the Elements, whether caused
by casualty, theft, damage or otherwise, will be borne by RMS. Any and all risk
of loss to the Ads, whether caused by casualty, theft, damage, or otherwise,
will be borne by ADVANCE until the delivery of the Ads to RMS, after which time
such risk of loss shall be borne by RMS.
4.4.6 RMS will cause the Elements and the Ads for each Show to
be sweetened, encoded and delivered to the DVS Hub Equipment, on or before such
Show's applicable Show Delivery Date. RMS will be responsible for any and all
services, costs and expenses incurred in connection therewith, except as
otherwise set forth herein. ADVANCE will provide a T-1 Line at its corporate
satellite hub for electronic delivery of the Elements and the Ads by RMS to the
DVS Hub Equipment.
4.4.7 RMS will cause the Elements and the Ads for each Show to
be scripted, scheduled, controlled, played and monitored from the DVS Hub
Equipment for satellite encoding, broadcast, air and play in the stores in
accordance with such Show's applicable Air Dates as set forth in the Show
Schedule. RMS will be responsible for any and all services, costs and expenses
incurred in connection therewith, except as otherwise set forth herein.
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ARTICLE 5. FEES AND COMPENSATION
5.1 BASELINE SERVICES. Baseline services include all of the services
required to deliver the Show as set forth in Articles 3 and 4 hereof and will be
priced and invoiced to ADVANCE at the price of [*] per Show, payable in full
twenty (20) days after each Show Delivery Date. Such prices will be
all-inclusive of any and all costs, expenses, materials, licenses, royalties,
fees or charges in connection with the baseline services required hereunder. If
the term of this Agreement is extended, the price will be increased on each
April 1 by an amount equal to 2% of the then current price.
5.2 ADDITIONAL SERVICES. ADVANCE may request of RMS from time to time
additional services not included in the baseline services. These additional
services may include the following services:
5.2.1 "SALES SERVICES" to include solicitation of Ad sales
outside the scope of baseline services.
5.2.2 "MARKETING SERVICES" to include research, preparation,
evaluation, recommendation and implementation services relating to marketing
plans, materials, research, and similar matters outside the scope of baseline
services.
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[*] Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
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5.2.3 "CONSULTING SERVICES" to include consultation, analysis,
evaluation and recommendation services relating to programming sales, marketing,
technology, equipment, satellite, installation and similar matters outside the
scope of baseline services.
5.2.4 "PURCHASING SERVICES" to include research, analysis,
evaluation, purchase, lease, finance, license or similar services or procurement
relating to programming, sales, marketing, technology, equipment, satellite,
installation and similar matters outside the scope of baseline services.
5.2.5 "OPERATIONS SERVICES" to include consultation,
administration, troubleshooting, maintenance, help, production, sweetening,
encoding, distribution, scripting, controlling and similar services relating to
programming, operations, Elements, Ads and similar matters outside the scope of
baseline services.
RMS will use reasonable efforts to provide and to quote such additional services
as and when requested by ADVANCE. RMS will be paid its standard rates as set
forth on its Rate Schedule, which is attached hereto, plus reimbursable
out-of-pocket expenses for additional services, licensing and procurement,
unless otherwise agreed in writing between ADVANCE and RMS. All amounts for
additional services will be due and payable within 30 days after invoicing
(which shall occur after the services are provided by RMS), unless otherwise
agreed in writing between ADVANCE and RMS.
ARTICLE 6. INDEMNIFICATION
6.1 INDEMNIFICATION. ADVANCE and RMS will each indemnify, defend and
save harmless the other of and from any and all fines, suits, claims, royalties,
license fees, infringement damages, demands, taxes, penalties, losses and
actions (including reasonable attorney's fees, costs of investigation and travel
and living expenses) arising from a breach by ADVANCE or RMS, as the case may
be, of any provision of this Agreement.
ARTICLE 7. DEFAULTS AND REMEDIES
7.1 DEFAULTS. The occurrence of any one or more of the following shall
constitute a "Default" hereunder:
7.1.1 Failure of RMS or ADVANCE to pay any amount required
hereunder within twenty (20) days after receipt of written notice that such
payment has not been received when due; or
7.1.2 Failure of RMS or ADVANCE to perform any other covenant,
condition, agreement or provision contained herein within thirty (30) days after
receipt by ADVANCE or RMS, as the case may be, of written notice of such failure
or, in the event such failure cannot reasonably be cured within such thirty (30)
days, failure to diligently and reasonably pursue the cure thereof within such
thirty (30) day period; or
7.1.3 Commencement of bankruptcy, insolvency, assignment for
the benefit of creditors or receivership proceedings against ADVANCE or RMS and
in the case of any involuntary proceeding, which is not dismissed within 60
days.
7.2 REMEDIES. Upon the occurrence and continuance of a Default and
subject to the limitations and waivers otherwise set forth herein, the party not
in Default may, at its option and without any obligation to do so and in
addition to any other remedies otherwise set forth in this Agreement, elect any
one or more of the following remedies:
7.2.1 With respect to material non-monetary Defaults or any
monetary Default pursuant to Section 7.1.1, terminate and cancel this Agreement;
or
7.2.2 With respect to material non-monetary Defaults or any
monetary Default pursuant to Section 7.1.1, withhold performance of any
obligation under this Agreement until such time as such Default is cured; or
7.2.3 Cure such Default and recover the reasonable costs
thereof, together with interest thereon at the lesser of 18% or the maximum
legal rate permitted by applicable law, and attorneys' fees, from the party in
Default; or
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7.2.4 Seek injunctive relief to enjoin any act of a party in
violation hereof, or
7.2.5 Seek specific performance of any covenant or obligation
of a party hereunder; or
7.2.6 Pursue any other remedy now or hereafter available under
the laws or judicial decisions of the Commonwealth of Virginia.
No action or omission by ADVANCE or RMS hereunder shall be construed as an
election by ADVANCE or RMS to terminate this Agreement unless written notice of
such election has been delivered in accordance with Article 8 hereof.
7.3 INTEREST. Any payments due hereunder overdue for more than ten (10)
days shall bear interest at the lesser of eighteen percent (18%) or the maximum
legal rate permitted by applicable law from the due date thereof until paid in
full.
7.4 RIGHTS CUMULATIVE. Each and all of the rights and remedies given by
this Agreement or by law or equity are cumulative, and the exercise of any such
right or remedy shall not impair any party's night to exercise any other right
or remedy available under this Agreement or by law or equity.
7.5 NO WAIVER. No delay or omission of the right to exercise any right
or power shall impair any such right or power, or shall be construed as a waiver
of any breach or default or as acquiescence thereto. One or more waivers of any
covenant, term or condition of this Agreement shall not be construed as a waiver
of a continuing or subsequent breach of the same covenant, provision or
condition. The consent or approval to or of any act of a nature requiring
consent or approval shall not be deemed to waive or render unnecessary consent
to or approval of any subsequent similar act. Payment or receipt of a lesser
amount than that due hereunder shall not be deemed to be other than on account
of the earliest amount due hereunder.
7.6 ATTORNEYS' FEES. In the event of any controversy arising under or
relating to the interpretation or implementation of this Agreement or any breach
thereof, the prevailing party shall be entitled to payment for all costs and
attorneys' fees (both trial and appellate) incurred in connection therewith. The
terms of this Section shall survive any termination of this Agreement.
ARTICLE 8. MISCELLANEOUS
8.1 PROPRIETARY INFORMATION. In recognition of the proprietary
interests of each of ADVANCE and RMS in their respective business operations,
ADVANCE and RMS each acknowledge the confidential nature of their relationship
and any information or data relating to the business operations, systems,
components, customers, prices, methods, plans, programs, results or other
know-how of the other (collectively, "Trade Secrets") and each agrees to
preserve the confidential nature of these relationships (1) by using and
retaining the Trade Secrets of the other in trust and confidence, only for their
own internal use in connection with the performance of this Agreement and not in
any way in competition with the other, (2) by not copying (except for internal
use), altering, disassembling, or otherwise changing, in any manner whatsoever,
the Trade Secrets of the other, (3) by not disclosing any Trade Secrets of the
other to, or permitting the use of any Trade Secrets of the other by, any
unauthorized persons, and (4) upon termination of this Agreement, by returning
any and all Trade Secrets and copies thereof to the proprietary owner thereof,
except as otherwise set forth herein. The terms of this Section shall survive
any termination of this Agreement. In recognition that a breach hereof may cause
irreparable and unascertainable damage to a party, either party shall be
entitled to injunctive relief (and posting of any bond, surety, or security in
connection therewith is hereby waived by all parties) to enjoin any violation or
threatened violation of the terms hereof in addition to any other remedy or
right now or hereafter available to a party under this Agreement or any law or
judicial decision of the Commonwealth of Virginia.
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8.2 TESTING; ACCESS. RMS is hereby granted access at all reasonable
times to all participating retail stores to install, maintain, repair and remove
any equipment and to conduct such tests and surveys as RMS deems necessary or
desirable; provided, RMS shall not unreasonably interfere with the business of
the participating retail store. ADVANCE will, as ADVANCE and RMS may mutually
agree from time to time, provide to RMS, to the extent reasonably available,
inventory and product movement information for both advertising and
non-advertising products, for both participating and non-participating stores on
a per store basis, and for such time periods as ADVANCE and RMS may mutually
agree.
8.3 TRANSFER RESTRICTIONS. Neither this Agreement nor any interest
herein may be transferred or assigned by either party without the prior written
consent of the other, which consent may not be unreasonably withheld, except
that this Agreement may be transferred or assigned by either party without the
consent of the other to a successor corporation as a result of a merger or sale
of assets. Any transfer or assignment without the required consent shall
constitute a breach hereof and convey no rights to or interest in this
Agreement. In the event either party does not consent to any transfer for which
consent is required, this Agreement shall automatically terminate.
8.4 NOTICES. All notices, certificates or other communications
hereunder shall be deemed given on the date received. The parities may, by
notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.
8.5 INTERPRETATION. The captions or headings in this Agreement are for
convenience only and in no way limit the scope or intent of any provision of
this Agreement. The words "hereof", "hereby", "hereto", "herein", "hereunder"
and the like refer to this Agreement in its entirety. The words "person" and
"persons" shall include any individual, association, joint venture, partnership,
corporation, joint stock company, trust, unincorporated organization, or
government or any agency or political subdivision thereof. The language used
herein shall be deemed to be the language chosen by the parties to express their
mutual intent and no rule of strict construction shall be applied against any
party.
8.6 ENTIRE AGREEMENT. This Agreement, together with any other
agreements entered into contemporaneously herewith, constitutes and represents
the entire agreement between the parties hereto and supersedes any prior
understandings or agreements, written or verbal, between the parties hereto
respecting the subject matter herein. This Agreement may be amended,
supplemented, modified or discharged only upon an agreement in writing executed
by all of the parties hereto. This Agreement shall inure to the benefit of and
shall be binding upon the parties hereto and their respective successors and
permitted assigns. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.
8.7 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia, United States of
America, and, venue and jurisdiction shall lie only in the state and federal
courts located in the City or County of Roanoke, Virginia. Each of ADVANCE and
RMS hereby submits to such jurisdiction and venue and waives any defense of
inconvenient forum in relation hereto.
8.8 EXCLUSIVITY IN CATEGORY. RMS will not own, establish, program or
operate a private television network similar to the Network in any automotive
aftermarket parts retail store. This category is exclusive to retail stores
dedicated to the sale of automotive aftermarket parts and does not include
department stores, drug stores, convenience stores, grocery stores, discount
stores, gas stations, automotive service stores, tire stores, oil change
outlets, car dealerships or other store or service outlets in which automotive
aftermarket parts constitute only a portion of products or services available in
such stores.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
RETAIL MEDIA SYSTEMS, INC. ADVANCE STORES COMPANY, INCORPORATED
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By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
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Xxxxx X. Xxxxx, President Xxxx Xxxxxx, General Manager
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