Content and Technology Sharing Agreement
Concurrently with an investment by Xxxx-Xxxxx.xxx, Inc. ("SITI") in Volatile
Media, Inc. ("EZCD") of even date herewith, SITI and EZCD do hereby agree to the
following Content and Technology Agreement ( the "C/T Agreement") on the terms
and conditions hereinafter set forth:
1. EZCD shall make all of its websites available by linkage to all of SITI's
websites, enabling SITI to show the content of all of EZCD's array of
artists and services, and undertake e-commerce therefor, at a 15% cash
commission on each transaction resulting from a SITI websites viewer
linking onto any EZCD website, with the fulfillment of the order occurring
at the EZCD site.
2. SITI shall make all of its websites available by linkage to all of EZCD's
websites enabling EZCD to show the content of all of SITI's array of
artists and services, and undertake e-commerce therefor, at a 15% cash
commission on each transaction resulting from an EZCD websites viewer
linking onto any SITI website, with the fulfillment of the order occurring
at the SITI site.
3. EZCD shall make available to SITI artists and websites all of EZCD's
services to artists and fans, including web pages, scheduling /tour
information, interviews, publicity releases, and other services as they
develop, on a private-label basis to SITI (i.e. SITI's various website
brands plus the phrase "powered by EZCD" on any site page with materials
which are services to artists or fans). SITI shall continue to host all
its websites on its own servers, with technology, advice and cooperation
from EZCD's technical staff, to be supplied based on EZCD's reasonable
costs therefor. The charges to SITI generally shall be no less favorable
than EZCD makes to any other affiliate to which this software and services
package is licensed or otherwise provided. However in measuring such "most
favored nation" rate, SITI's performance requirements or volume
commitments shall be substantially comparable to that of the other EZCD
affiliate's contract, resulting in reasonable rate adjustment if they are
not comparable. By way of example, EZCD's existing licensing agreement
with Ebop dated October 25, 1999 shall be a model for the relationship,
subject to the following variations in terms:
a) The payment will be $5,000 at commencement of EZCD's work, and
$5,000 on delivery of the initial version of the model site for use
by SITI, with an additional payment of in an amount not to exceed
$10,000 as mutually agreed upon by the parties in their reasonable
discretion, when SITI is reasonably satisfied with EZCD's full
implementation thereof, and based on such payments, no revenue
sharing thereafter as to SITI's several sites using the EZCD
software. Notwithstanding the foregoing, SITI has waived both of the
$5,000 payments referred to above in consideration of SITI's
investment in EZCD on the date hereof.
b) The software license shall be non-transferable outside the SITI
group of websites, except with EZCD's prior written approval on any
sub-license, but SITI may transfer its entire music group to new
ownership with such license intact without further approval. The
term of the license shall for the life of EZCD's web-based software
(patent pending) for electronic promotion, commerce, facilities for
artists and fans, and reporting. When SITI can develop business
relationships which can use private-branding of the EZCD facilities
for artists and fans, it shall discuss fair
and reasonable compensation arrangements with EZCD for joining
therein with SITI to implement the relationships.
4. With respect to e-commerce on songs by SITI artists, where the purchaser
has linked to EZCD for such song from the SITI websites and requests it to
be included in a custom compilation CD by EZCD, SITI shall receive its 15%
commission on each song thus included. Independent of this linkage
commission, SITI will also receive royalties as per the standard EZCD
label agreement ( currently $.30 per song, or 30% of the net consumer
purchase price of the song, whichever is less), whenever SITI's website
viewer links to EZCD and purchases a SITI provided song in a custom
compilation CD. Reciprocally, any EZCD song sold from SITI websites as a
result of an EZCD viewer's linkage thereto, shall entitle EZCD to similar
linkage fees, plus royalties as per the standard EZCD label agreement.
5. The parties intend these linkage and e-commerce arrangements to extend to
all of their future artists and services as they grow their respective
businesses. When either party develops any new technology or service that
could be productive for the other party, they will discuss an e-commerce
arrangement similar to the foregoing based on their respective reasonable
costs, and at charges no less favorable than are being made to other
affiliates committing to substantially similar contractual terms
6. EZCD and SITI shall each make available to the other all transaction
records, website traffic reports or other other materials necessary to
monitor e-commerce results hereunder, and ensure fair and prompt payment
therefor to either party.
7. SITI shall further have the right to have either Xxxxxxxx Xxxxxx or Xxxxxx
Xxxxxxxx (or another representative of SITI) attend as observers at any or
all of the meetings of the board of directors of EZCD, so long as SITI
owns at least 1% of EZCD's outstanding stock (including SITI's warrants).
Both representatives of SITI shall be promptly appointed to EZCD's
advisory panel, and shall have made available to them all financial and
other materials supplied monthly and quarterly to directors, in order to
monitor SITI's investment in EZCD and observe board meetings effectively,
and shall further have reasonable monthly rights of inquiry and review
with senior executives of EZCD. SITI shall also have the right to review
any material consent resolution of the board of directors of EZCD prior to
its execution.
In Witness Whereof, the parties have executed this C/T Agreement as of the
23rd day of December, 1999.
Xxxx-Xxxxx.xxx, Inc. Volatile Media, Inc.
By /s/Xxxxxxxx Xxxxxx By /s/Xxxxxx Xxxxx
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Xxxxxxxx Xxxxxx, Chairman/CEO Xxxxxx Xxxxx, President/CEO
