EXHIBIT 5.32
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
This XXxxxxxxx.xxx - Go Figure Sales Agreement (the "Agreement") is made
between XXxxxxxxx.xxx, Inc., a Nevada corporation ("XXxxxxxxx.xxx") and Go
Figure Technology, Inc., a Delaware corporation ("Go Figure").
Whereas, XXxxxxxxx.xxx provides online preventative maintenance and
technical support for personal computers; and
Whereas, Go Figure anticipates entering into contracts with various
entities to advise such entities regarding, and to assist such entities with,
the purchase and/or distribution of computer hardware and software products
(such contracts being hereinafter referred to as "Third Party Contracts" and the
entities with which Go Figure executes Third Party Contracts being hereinafter
referred to as "Third Parties"); and
Whereas, Go Figure anticipates that one or more Third Parties may wish to
purchase or make available for purchase the services provided by XXxxxxxxx.xxx;
and
Whereas, XXxxxxxxx.xxx and Go Figure wish to set forth the terms governing
their rights and obligations when a Third Party wishes to purchase or make
available for purchase the services provided by XXxxxxxxx.xxx.
Now, therefore, in consideration of the foregoing premises and the mutual
covenants and obligations set forth herein, XXxxxxxxx.xxx and Go Figure agree as
follows:
1. Effective Date.
--------------
1.1 The Effective Date of this Agreement is January 7, 2000.
2. Sales of XXxxxxxxx.xxx services.
-------------------------------
2.1 As used in this Agreement, the term "Services" shall mean those
services set forth on Exhibit A to this Agreement that are provided by
XXxxxxxxx.xxx to users of personal computers, access to which services
is gained by communicating with a Web site created by XXxxxxxxx.xxx.
and hosted on Web servers owned or controlled by XXxxxxxxx.xxx.
2.2 XXxxxxxxx.xxx and Go Figure agree that Go Figure may execute Third
Party Contracts providing for the provision of Services to Third
Parties or to customers of Third Parties. Go Figure agrees to
initially offer the Services for purchase to each prospective Third
Party as part of a single package of services that includes the
warranty service, if any, offered for purchase by Go Figure to such
Third Party. Go Figure shall have no liability to XXxxxxxxx.xxx
arising from or relating to (a) the failure of Go Figure to offer a
warranty service for purchase to any prospective Third
Party; or (b) the failure of any Third Party to purchase the Services,
regardless of whether such Third Party purchases any other service
from Go Figure.
2.3 Subject to and in compliance with the terms and conditions of this
Agreement, XXxxxxxxx.xxx agrees to provide Services to Third Parties
or the customers of Third Parties, as set forth in the related Third
Party Contracts.
2.4 Go Figure agrees that it will not during the term of this Agreement
directly or indirectly offer services similar to or competitive with
the Services, regardless of whether such services are provided by Go
Figure or a third party.
2.5 With respect to each Third Party Contract, XXxxxxxxx.xxx agrees that:
(a) the Web site through which Services are delivered shall be
branded as the online preventative maintenance and technical
support site for the related Third Party or the related Third
Party's customers;
(b) XXxxxxxxx.xxx will promptly agree with the related Third Party
upon a development and test schedule for the Web site through
which Services will be delivered; and
(c) within six weeks of XXxxxxxxx.xxx's receipt of the related
Customization Fee (as defined in Section 3.1 hereof),
XXxxxxxxx.xxx will develop and make accessible from the World
Wide Web the Web site through which Services will be delivered;
provided that XXxxxxxxx.xxx shall have no obligation to proceed
with the development of such Web site prior to the receipt of
such Customization Fee.
2.6 Each of the parties hereto shall promptly disclose to the other party
upon request that information in its possession that is necessary to
the other party's performance of its obligations under this Agreement.
2.7 Go Figure agrees to use commercially reasonable efforts to execute
Third Party Contracts with Third Parties that in the aggregate
forecast delivery during the first twelve months of the term of this
Agreement of 1,000,000 or more personal computers with which the
Services have been bundled. Go Figure shall have no liability to
XXxxxxxxx.xxx arising from or relating to the delivery during the
first twelve months of the term of this Agreement of fewer than
1,000,000 personal computers with which the Services have been
bundled.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 2
2.8 Go Figure agrees to provide XXxxxxxxx.xxx on a monthly basis with
forecasts of the number of personal computers with which the Services
have been bundled to be delivered to or through actual and prospective
Third Parties, such forecasts to be derived from information provided
to Go Figure by actual and prospective Third Parties. Go Figure shall
have no liability to XXxxxxxxx.xxx arising from or relating to the
accuracy of such forecasts.
2.9 Nothing contained in this Agreement shall restrict XXxxxxxxx.xxx from
providing Services to persons or entities other than Third Parties and
customers of Third Parties.
3. Payments.
--------
3.1 The term "Customization Fee" as used in this Agreement shall mean the
amount with respect to each Third Party Contract designated as the
Customization Fee in the Supplemental Agreement (as defined in Section
4.1 hereof) relating to such Third Party Contract. Go Figure agrees to
pay to XXxxxxxxx.xxx each Customization Fee within 3 business days of
Go Figure's receipt of such Customization Fee from a Third Party. Go
Figure shall have no obligation to pay a Customization Fee prior to
its receipt of such Customization Fee from a Third Party.
3.2 Go Figure agrees to pay to XXxxxxxxx.xxx on or before the 10th
business day of each calendar month an amount equal to the sum of the
"Service Fees" calculated with respect to the preceding month in
accordance with each Supplemental Agreement in effect during the
preceding month to the extent payment for such Service Fees has been
received by Go Figure. Go Figure shall have no obligation to pay the
Service Fees relating to a personal computer with which the Services
have been bundled prior to its receipt of payment relating to such
Service Fees.
3.3 XXxxxxxxx.xxx agrees to pay to Go Figure on or before the 10th
business day of each calendar month an amount equal to the sum of the
"Shared Revenue" calculated with respect to the preceding month in
accordance with each Supplemental Agreement in effect during the
preceding month to the extent the payments of which such Shared
Revenue is a part have been received by XXxxxxxxx.xxx. XXxxxxxxx.xxx
shall have no obligation to pay Shared Revenue prior to its receipt of
the payment to which such Shared Revenue relates.
3.4 No later than the 20th calendar day after the end of each calendar
quarter, each party hereto shall provide to the other party a report
setting forth in reasonable detail the facts used to determine the
amounts of the payments made during the immediately preceding quarter
by such party pursuant to Sections 3.1 - 3.3 of this Agreement.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 3
4. Supplemental Agreements.
-----------------------
4.1 XXxxxxxxx.xxx and Go Figure agree to negotiate in good faith to
complete an agreement substantially in the form of Exhibit B attached
hereto (a "Supplemental Agreement") with respect to each proposed
Third Party Contract.
4.2 Each Supplemental Agreement shall be interpreted, implemented and
enforced with reference to and in conjunction with the terms and
provisions of this Agreement. This Agreement shall be interpreted,
implemented and enforced with respect to any Third Party Contract with
reference to and in conjunction with the terms and provisions of the
Supplemental Agreement relating to such Third Party Contract.
5. Term, Termination and Effect of Termination.
-------------------------------------------
5.1 This Agreement shall terminate upon the first annual anniversary of
the Effective Date provided, however, that the term of this Agreement
will automatically extend for successive twelve-month periods after
the first annual anniversary of the Effective Date unless either of
the parties notifies the other party in writing at least thirty days
prior to such date or the end of any twelve-month extension period, as
the case may be, that this Agreement will not be so extended.
5.2 Either party may terminate this Agreement for any material breach of
this Agreement by the other party which is not cured within thirty
calendar days following the other party's receipt of written notice
from the non-breaching party specifying such breach, with termination
to be effective immediately as of the end of such thirty calendar
days.
5.3 Upon the termination of this Agreement:
(a) Go Figure shall pay to XXxxxxxxx.xxx all unpaid Customization
Fees and Service Fees accrued during the term of this Agreement
pursuant to Sections 3.1 and 3.2 hereof to the extent payment for
such Customization Fees and Service Fees has been received by Go
Figure; and
(b) XXxxxxxxx.xxx shall pay to Go Figure all unpaid Shared Revenue
accrued during the term of this Agreement pursuant to Section 3.3
hereof to the extent the payments of which such Shared Revenue is
a part have been received by XXxxxxxxx.xxx.
5.4 Notwithstanding anything to the contrary contained in this Agreement,
the termination of this Agreement pursuant to the terms of Section 5.1
or
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 4
Section 5.2 shall operate prospectively only and shall not terminate
the obligations of XXxxxxxxx.xxx and Go Figure hereunder or under any
Supplemental Agreement with respect to any Third Party Contract in
effect at the date of such termination for the remaining term of any
such Third Party Contract.
5.5 Sections 5.4, 6.1, 6.2, 6.3, 7.1, 7.2, 8.1, 8.2, 8.3 and any rights of
either party that may have accrued as of the termination of this
Agreement shall survive such termination.
6. Confidentiality, Non-circumvention; Intellectual Property Rights; News
----------------------------------------------------------------------
Release.
-------
6.1 All information furnished by one party to the other in connection with
this Agreement and the transactions contemplated by this Agreement
shall be kept confidential by the receiving party and shall be used by
the receiving party only in connection with this Agreement and such
transactions. The receiving party shall not disclose such information
to any person or entity other than its directors, officers, employees
and agents who agree to comply with this Section 6.1, except to the
extent that such information (a) is already lawfully known by the
receiving party when received as a matter of record; (b) is now or
hereafter becomes generally available to the public through no fault
of the receiving party; (c) is obtained by the receiving party from a
third party, who, to the knowledge of the receiving party, has no
confidentiality obligation to the disclosing party, (d) is required to
be disclosed by law, regulation or judicial process, including
disclosure required by the Securities and Exchange Commission; or (e)
is disclosed after the receiving party obtains prior written approval
from the disclosing party for such disclosure. A receiving party shall
promptly return to a disclosing party all original and duplicate
copies of information furnished to the receiving party by the
disclosing party in connection with this Agreement upon the written
request of the disclosing party, provided that this Agreement has
terminated.
6.2 XXxxxxxxx.xxx agrees that Go Figure has developed certain confidential
software, business concepts, business plans and business processes
that are proprietary to Go Figure and that have substantial value for
commercial exploitation (collectively, the "Go Figure Commercial
Assets"). XXxxxxxxx.xxx agrees that it will not at any time attempt in
any manner to commercially exploit any of the Go Figure Commercial
Assets, nor will XXxxxxxxx.xxx use any of the Go Figure Commercial
Assets for any purpose other than to fulfill XXxxxxxxx.xxx's
obligations arising under this Agreement without Go Figure's prior
written consent, which may be withheld in Go Figure's sole discretion.
6.3 Go Figure agrees that XXxxxxxxx.xxx has developed certain confidential
software, business concepts, business plans and business processes
that are
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 5
proprietary to XXxxxxxxx.xxx and that have substantial value for
commercial exploitation (collectively, the "XXxxxxxxx.xxx Commercial
Assets"). Go Figure agrees that it will not at any time attempt in any
manner to commercially exploit any of the XXxxxxxxx.xxx Commercial
Assets, nor will Go Figure use any of the XXxxxxxxx.xxx Commercial
Assets for any purpose other than to fulfill Go Figure's obligations
arising under this Agreement without XXxxxxxxx.xxx's prior written
consent, which may be withheld in XXxxxxxxx.xxx's sole discretion.
6.4 Neither party hereto shall obtain any rights in relation to the
trademarks or trade names of the other party, other than as
specifically provided for in this Agreement. XXxxxxxxx.xxx and Go
Figure shall each be entitled during the term of this Agreement to use
without charge the name and trademarks of the other party in its
advertising, promotions, marketing documents, sales information and
similar materials (in physical or electronic media) for the limited
purpose of promoting the Services, provided that each party shall
consult with the other party in advance before using any such name or
trademarks and give the other party a reasonable opportunity to review
the manner in which they will be used, it being agreed that each party
shall control the manner in which its name and trademarks are used.
Upon the expiration or termination of this Agreement, both parties
shall immediately cease to use the name, logos and trademarks of the
other party and shall ensure such cessation of use by all persons
claiming to have received the right to such use.
6.5 The content and distribution of a news release announcing the signing
of this Agreement shall be subject to the mutual approval of the
parties hereto. Go Figure acknowledges that any and all news releases
must comply with all requirements imposed upon XXxxxxxxx.xxx as a
result of its securities being publicly traded.
7. Indemnification.
---------------
7.1 Each party hereto shall indemnify and hold harmless the other party
hereto, its directors, officers, employees, agents, successors and
assigns, from and against any and all liability and every loss, cost,
damage, claim, cause of action and expense paid or incurred by any one
or more of them directly or indirectly arising from, attributable to
or in connection with the indemnifying party's negligence, willful
misconduct or breach of this Agreement; any claim of misrepresentation
by or fraud on the part of the indemnifying party; and any violation
by the indemnifying party of any federal or state statute, regulation
or judicial or administrative ruling relating to the provision of
Services. Each party agrees to give notice to the other party within
ten calendar days of learning of a matter with respect to which such
party believes it is indemnified pursuant to this Section 7.1.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 6
7.2 XXxxxxxxx.xxx shall indemnify and hold harmless Go Figure, its
directors, officers, employees, agents, successors and assigns, from
and against any and all liability and every loss, cost, damage, claim,
cause of action and expense (including reasonable attorneys' fees)
paid or incurred by any one or more of them directly or indirectly
arising from, attributable to or in connection with any of the
following claims made against Go Figure as a result of its performance
under this Agreement: (a) infringement, contributory infringement or
inducement of infringement directly related to provision of the
Services; (b) unauthorized or unlawful use of any patent, copyright,
trademark, trade secret, mask work, proprietary data or other
information directly related to provision of the Services; or (c) any
claim of right, title or interest by another party in any software
directly related to the provision of the Services.
7.3 With respect to the indemnification obligations set forth in this
Section 7:
(a) the indemnified party shall notify the indemnifying party in
writing promptly upon learning of any claim or suit for which
indemnification may be sought, provided that failure to do so
shall not affect such indemnification obligations except to the
extent the indemnifying party is prejudiced thereby;
(b) the indemnifying party shall have control of the defense or
settlement of any claim or suit for which indemnification may be
sought, provided that the indemnified party shall have the right
to participate in such defense or settlement with counsel of its
own selection and at its sole expense; and
(c) the indemnified party shall reasonably cooperate with the defense
of any claim or suit for which indemnification may be sought, at
the indemnifying party's expense.
7.4 XXxxxxxxx.xxx and Go Figure agree that, except as set forth in Section
7.1 hereof, XXxxxxxxx.xxx and its suppliers shall have no liability to
Go Figure arising from or relating to (a) the performance, failure or
incompatibility with any software or hardware of any software used or
supplied by XXxxxxxxx.xxx in connection with the Services; (b) the
performance, failure or incompatibility with any software or hardware
of any hardware or systems used by PC xxxxxxx.xxx in connection with
the Services; or (c) any damage to or any alteration, loss or
destruction of information or data belonging to Go Figure or any third
party.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 7
8. Limitation of Liability.
-----------------------
8.1 In no event shall the liability of either party hereto for damages
relating to any cause of action relating to this Agreement exceed the
aggregate amount of Service Fees received by XXxxxxxxx.xxx during the
term of this Agreement.
8.2 In no event shall either party hereto be liable for any indirect or
consequential damages, including loss of profits, incurred by any
other party, whether in an action in contract or tort or based on a
warranty, in connection with or under this Agreement, even if it has
been advised of the possibility of such damages.
8.3 The limitations of liability set forth in Sections 8.1 and 8.2 of this
Agreement shall not apply to the indemnification obligations set forth
in Sections 7.1 and 7.2 of this Agreement.
9. Miscellaneous Provisions.
------------------------
9.1 This Agreement embodies the entire agreement of the parties relating
to the subject matter hereof and supersedes all prior understandings
or agreements between the parties relating to the same.
9.2 Neither party may assign any of its rights under this Agreement
without the prior consent of the other party except that (a) either
party may assign its rights under this Agreement to any subsidiary
that is wholly-owned, directly or indirectly, by such party; and (b)
either party may assign its rights under this Agreement to any third
party via merger of such party into such third party.
9.3 This Agreement shall be binding upon and inure to the sole and
exclusive benefit of Go Figure and XXxxxxxxx.xxx and their successors
and permitted assigns. Nothing in this Agreement shall be construed to
give any person or entity other than Go Figure or XXxxxxxxx.xxx any
legal or equitable right, remedy or claim in connection with or
arising from this Agreement.
9.4 The parties are independent contractors and are not employees,
partners, joint venturers, franchise-related entities or legal
representatives of the other. Neither party is authorized to bind the
other party or otherwise act in the name of or on behalf of the other
party, without prior written consent. Neither party hereto will,
unless agreed to by the other party, describe itself as associated
with the other party in correspondence, commercial documents or on any
name place or sign on its premise which describes or relates to the
Services, except as required to comply with the terms and conditions
of this Agreement.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 8
9.5 This Agreement may not be amended or modified other than by a written
agreement executed by all of the parties hereto or their successors
and permitted assigns.
9.6 Any notices or other communications given in connection with this
Agreement must be given in writing and will be considered given (a)
when delivered by hand, with written confirmation of receipt; (b) 10
days after being mailed by certified airmail, postage prepaid, return
receipt requested; or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service, in each instance to
the following addresses or such other address as either party may
designate by notice to the other party:
If to Go Figure: Prior to January 15, 2000:
Go Figure Technology, Inc.
00000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
After January 15, 2000:
00000 Xxxx Xxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
If to XXxxxxxxx.xxx: XXxxxxxxx.xxx, Inc.
Xxxxx 000
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxx XxXxxx
9.7 Neither party shall be liable to the other for its failure to perform
any of its obligations under this Agreement, except for payment
obligations, if such failure is due to circumstances beyond its
reasonable control, including without limitation earthquakes,
governmental regulation, fire, flood, labor difficulties, civil
disorder, and acts of God.
9.8 If any provision of this Agreement is determined to be invalid by a
court of competent jurisdiction, all other provisions of this
Agreement shall remain in effect.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 9
9.9 This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement enforceable
against each party in accordance with its terms.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 10
In witness whereof, Go Figure and XXxxxxxxx.xxx have executed this Agreement to
be effective as of the Effective Date.
Go Figure Technology, Inc.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx
Chief Executive Officer and President
XXxxxxxxx.xxx, Inc.
By: /s/ Xxxx XxXxxx
-------------------------------------
Xxxx XxXxxx
Chief Executive Officer
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 11
EXHIBIT A TO
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PC Support Center
Feature Description
--------------------------------------------------------------------------------------------------------------------------
Feature Description Included Generates Premium
Revenue Service
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Software Updates Scans hard disk for new versions of software and * *
drivers. User can download free versions and has the
opportunity to purchase latest versions of
commercial software
--------------------------------------------------------------------------------------------------------------------------
Preventative Maintenance Disk is scanned and cleaned to increase performance *
--------------------------------------------------------------------------------------------------------------------------
Advocate Will interface with PC vendors to assist subscribers *
with support and product related problems
--------------------------------------------------------------------------------------------------------------------------
PC Platform Maintenance Subscribers receive emails of fixes or driver *
updates that automatically update their system
--------------------------------------------------------------------------------------------------------------------------
Technical Support Forums Subscriber can ask questions of experts or answer * * *
questions for rewards
--------------------------------------------------------------------------------------------------------------------------
Telephone support Optional access to live support via telephone * * *
--------------------------------------------------------------------------------------------------------------------------
Product Sales Subscribers will be able to purchase support related * *
products, training material and hard to find
accessories
--------------------------------------------------------------------------------------------------------------------------
The Backup Center Free backup services will be offered as well as * * *
upgrades to premium pay per use data backup services
--------------------------------------------------------------------------------------------------------------------------
Personal Subscriber profile Allows subscriber to register to receive *
personalized information and virus updates and keep
a personal hardware profile etc.
--------------------------------------------------------------------------------------------------------------------------
FAQ's Vendor specific frequently asked questions *
--------------------------------------------------------------------------------------------------------------------------
Newsletter Weekly newsletter with support content and site news. *
--------------------------------------------------------------------------------------------------------------------------
Email updates User will receive virus alerts, bug fixes etc. *
--------------------------------------------------------------------------------------------------------------------------
Connection Maintenance Wizard Keeps all important internet dialer working even *
when disconnected
--------------------------------------------------------------------------------------------------------------------------
Support content (News, Surveys, Dynamic interesting support content *
User choice awards, contests)
--------------------------------------------------------------------------------------------------------------------------
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 12
-------------------------------------------------------------------------------------------------------------------------
Feature Description Included Generates Premium
Revenue Service
-------------------------------------------------------------------------------------------------------------------------
Release 1.5
-------------------------------------------------------------------------------------------------------------------------
Virus Scan Online Virus scan, repair and email updates * *
-------------------------------------------------------------------------------------------------------------------------
Remote Diagnostic and Repair Self help repair *
Disk Maintenance
-------------------------------------------------------------------------------------------------------------------------
Custom support actions Scripted routines to help with common problems *
-------------------------------------------------------------------------------------------------------------------------
Self Help Self serve tech support *
-------------------------------------------------------------------------------------------------------------------------
Knowledgebase Supports PC over the internet *
-------------------------------------------------------------------------------------------------------------------------
Email Assist, Live Assist, Fast, efficient and effective live support using * * *
advanced technology
-------------------------------------------------------------------------------------------------------------------------
On-site Assist (Break Fix) Live, On-site Break Fix. * * *
-------------------------------------------------------------------------------------------------------------------------
Hardware Upgrades Wizard Subscriber profile will allow user to tune system to * *
specific usage types and recommend upgrades to
improve performance
-------------------------------------------------------------------------------------------------------------------------
Expert Advice Weekly comments, suggestions and recommendations by *
experts
-------------------------------------------------------------------------------------------------------------------------
Learning Center Courses, videos, books and tapes to help subscribers * *
increase their knowledge about PCs and related
topics will be offered.
-------------------------------------------------------------------------------------------------------------------------
Vendor communication page Personal information *
-------------------------------------------------------------------------------------------------------------------------
Future Enhancements
-------------------------------------------------------------------------------------------------------------------------
PC Platform Maintenance V 2.0 More in-depth services *
-------------------------------------------------------------------------------------------------------------------------
Multiple PC's per user Allows user to have more than one PC in their profile * *
-------------------------------------------------------------------------------------------------------------------------
Neighborhood Support Garage SME account set up for group of PC's *
-------------------------------------------------------------------------------------------------------------------------
Asset Tracking Increase information on PC's registered * *
-------------------------------------------------------------------------------------------------------------------------
Anti - Theft deterrent Options to protect investment * *
-------------------------------------------------------------------------------------------------------------------------
Computer Theft and Damage Insurance * * *
Insurance
-------------------------------------------------------------------------------------------------------------------------
Extended Warranty Options for increasing warranty * * *
-------------------------------------------------------------------------------------------------------------------------
+ 6 months of operation will be required to define an accurate revenue model
++ does not include some premium service and pay per use revenue
+++ some revenue streams could be lost due to customization requirements
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 13
EXHIBIT B TO
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
XXXXXXXXX.XXX - GO FIGURE SUPPLEMENTAL AGREEMENT
------------------------------------------------
This XXxxxxxxx.xxx - Go Figure Supplemental Agreement (the "Supplemental
Agreement") is made between XXxxxxxxx.xxx, Inc., a Nevada corporation,
("XXxxxxxxx.xxx") and Go Figure Technology, Inc., a Delaware corporation ("Go
Figure").
Whereas, XXxxxxxxx.xxx and Go Figure are parties to the XXxxxxxxx.xxx - Go
Figure Services Agreement with an effective date of January 7, 2000 (the
"Agreement"); and
Whereas, Go Figure has negotiated a proposed Third Party Contract (as
defined in the Agreement) with ________ ("Purchaser") to be dated effective
___________; and
Whereas, the Agreement provides that XXxxxxxxx.xxx and Go Figure negotiate
in good faith to complete this Supplemental Agreement with respect to the
proposed Third Party Contract with Purchaser.
Now, therefore, in consideration of the foregoing premises and the mutual
covenants and obligations set forth herein, XXxxxxxxx.xxx and Go Figure agree as
follows:
1. Effective Date.
--------------
Effective Date of this Supplemental Agreement: ________________, 2000.
2. Capitalized Terms.
-----------------
(a) Capitalized terms used but not defined in this Supplemental Agreement
shall have the meanings set forth in the Agreement.
(b) "Icon" shall mean an on-screen icon connecting the user of a personal
computer to a Web site providing Services.
3. Services.
--------
The Services to be provided by XXxxxxxxx.xxx pursuant to Go Figure's Third
Party Contract with Purchaser shall be those Services set forth under the
heading of "Release ___" on Exhibit A to the Agreement, as Exhibit A is
amended from time to time.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 14
3. Customization Fee.
-----------------
The Customization Fee payable to XXxxxxxxx.xxx with respect to Go Figure's
Third Party Contract with Purchaser is $________.
4. Service Fees.
------------
Service Fees with respect to a calendar month that are calculated in
accordance with this Supplemental Agreement shall equal $18.00 multiplied
by the number of personal computer systems delivered to or at the direction
of Purchaser during such calendar month onto which systems an Icon has been
loaded pursuant to Go Figure's Third Party Contract with Purchaser.
5. Shared Revenue.
--------------
Shared Revenue with respect to a calendar month that is calculated in
accordance with this Supplemental Agreement shall equal the sum of:
(a) Fifty percent of the gross commission revenue received by
XXxxxxxxx.xxx during such calendar month from the sale to users of the
Services of goods and services supplied or provided by a third party;
plus
(b) Fifty percent of the difference between (i) gross revenue received by
XXxxxxxxx.xxx during such calendar month from the sale to users of the
Services of goods and services (other than the Services) supplied or
provided by XXxxxxxxx.xxx, less (ii) the direct cost to XXxxxxxxx.xxx
of supplying or providing such goods and services during such month.
4. Term.
----
This Supplemental Agreement shall terminate on the earlier to occur of the
termination of Go Figure's Third Party Contract with Purchaser or three
years from the Effective Date of this Supplemental Agreement.
9. Miscellaneous.
-------------
(a) This Supplemental Agreement shall be interpreted, implemented and
enforced with reference to and in conjunction with the terms and
provisions of the Agreement.
(b) The provisions of Sections 5.4, 7.1, 8.1, 8.2, 8.3 and 9.1 - 9.9 of
the Agreement are hereby incorporated by reference into this
Supplemental Agreement.
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 15
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement
to be executed by their respective duly authorized representatives as of the
Effective Date.
XXXXXXXXX.XXX, INC. GO FIGURE TECHNOLOGY, INC.:
By: ___________________________ By: ________________________________
Xxxx Xxxxxx
Name: _________________________ Chief Executive Officer and President
Title: ________________________
XXXXXXXXX.XXX - GO FIGURE SERVICES AGREEMENT
PAGE 16
