EXHIBIT 10.41
(Translated from German to English)
Original
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FRAMEWORK DISTRIBUTOR CONTRACT
between Maritim Hotelgesellschaft mbH
Xxxxxxxxx Xxx. 0
00000 Xxx Xxxxxxxxx,
hereinafter referred to as "Hotel,"
and Prodac GmbH
Xxx-Xxxxxx-Xxx. 00
00000 Xxxxxxx
hereinafter referred to as "Prodac."
This framework contract shall govern the collaboration of the contracting
parties in connection with equipping Maritim Hotels with up-to-date audio-visual
information and entertainment technology.
As set forth in appendix 1, Prodac shall install a hotel video communications
system for paid programs at no charge in all of the existing rooms of the
Maritim chain, with the possibility of expansion to the VIDEOQUEST system for
all hotel rooms if the Hotel so desires. There shall be no charge to the Hotel
for the installation of the VIDEOQUEST system.
In this connection, Prodac shall install a fee recording unit in the television
set in every room, by means of which the hotel guest can choose between the
general free television programs which are offered and the paid programs.
For all hotel rooms equipped with a Prodac system, Prodac shall equip the TV
sets with diagonal screens of 45 cm, 55 cm and--in the suites--71 cm at no
charge. In addition, Prodac shall give the sum of DM [***] plus VAT, for the
return of each existing TV set.
In addition, Prodac shall provide the following:
- hotel channel for hotel or city film
- hotel information channel
- message/information sign
- general greeting page
- radio broadcast via the TV set (4 channels with blank screen)
- video text for all TV sets
The Hotel shall provide a place for the Video Central which is capable of being
locked, dust-free and cool, in order that disruption-free long-term operation
can be guaranteed. In addition, a 220-volt connection and an antenna socket is
necessary in this room and must be provided at the site.
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
[Header:Framework distributor contract Maritim/Prodac--continues throughout]
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The feeding of paid programs into the existing antenna system shall be performed
by Prodac. A prerequisite to the operation of the Prodac system is an impeccably
functioning community antenna system in accordance with the prevailing postal
provisions and, in particular, an impeccable high-frequency line network. Prodac
shall notify the Hotel of any necessary repairs or modifications to the antenna
system and shall make said repairs or modifications by agreement with, or at the
request of, the Hotel. In the event that reverse-channel-capable antenna
[ruckkanaltauglich] sockets become necessary for the Prodac system, Prodac shall
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provide them at no charge.
The Hotel hereby guarantees impeccable reception of all television programs in
the rooms. It is hereby agreed that lodging opportunities, parking places,
service telephones and catering shall, by agreement with the Hotel, be made
available to the employees of Prodac for the duration of the installation and
any repair work.
(S) 2 VIDEO PROGRAM
1. Standard Pay-TV program:
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Channel 1
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A German-language feature film program.
Channel 2
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Erotic films in German/English language.
Channel 3
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An English-language feature film program.
Channel 4
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Erotic films in German/English language.
The program package shall be changed monthly. The films shall be returned
monthly.
The Hotel shall charge the guest the fee of DM [***] per night of lodging (time
period: 12:00 p.m. to 12:00 p.m.) for tuning in to all of the paid channels.
2. VIDEOQUEST program
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The films which are offered are classified into four categories:
- mystery
- comedy
- family entertainment
- drama
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[***] Confidential treatment requested pursuant to a request for confidential
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portions have been filed separately with the Commission.
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Up to twelve films per category may be offered. The make-up of the film
offerings shall be flexible and individually variable.
A monthly exchange of four films shall take place. This guarantees a constantly
up-to-date offering.
The erotic films shall be broadcast as non-stop offerings.
The connection fees for VIDEOQUEST shall be graduated within the hotel day
(12:00 p.m. to 12:00 p.m.). The first film during this period shall be charged
at a rate of DM [***] Only DM [***] shall be charged for each additional
connection.
The video channels can be blocked by central administration in whole or in part
for each guest room.
Prodac reserves the right to adjust the fee to conform to current cost trends.
The programs supplied by Prodac shall be broadcast in all rooms of the Maritim
Hotel. The Hotel expressly promises that the programs shall not be broadcast
beyond the Hotel property and shall not be made accessible to any receiver who
is not a guest or user of the Hotel system. Specifically, the Hotel shall ensure
that the Prodac programs cannot be received in areas which are connected to the
Hotel antenna network but are not part of the Hotel.
In addition, the Hotel shall ensure that the videocassettes delivered to the
Hotel cannot be used by third parties for non-contractual purposes. The Hotel
further promises that it shall use its best efforts to protect the
videocassettes against unauthorized use, as well as unauthorized utilization
and/or commercial exploitation.
(S) 3 TERM/TERMINATION
This contract is concluded for a period of 10 years.
The contract shall begin upon delivery (date of the delivery protocol) of the
operationally-ready system for the respective hotel by Prodac.
The firm of Prodac shall be entitled to transfer its rights arising from this
contract to third parties.
(S) 4 PROCEDURE
Prodac shall provide the Hotel with VHS program cassettes and/or encoded
composite signals from cable or satellite transmission which are intended solely
for broadcast in connection with the hotel television programs.
The programs are protected by copyright. Any use of the programs other than that
intended is prohibited. The play permit shall be limited to the contractual
broadcast of the programs in the Hotel. Prodac expressly promises that it holds
the rights to the programs offered for contractual use and that no obligations
or costs
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treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
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arising from potential claims of third parties may be incurred by the Hotel.
Prodac hereby releases the Hotel from copyright claims of third parties. At the
request of the Hotel, Prodac shall document the licensing of the rights by means
of appropriate declarations by the licensor.
Any fees arising in connection with XXXX [Association for Musical Performance
and Mechanical Duplication Rights] shall be paid by Prodac.
(S) 5 RETENTION OF TITLE
The Hotel shall acquire no ownership rights in the components provided by
Prodac. The Hotel hereby promises to promptly report to Prodac in writing any
encroachment upon Prodac's ownership right.
Following ordinary expiration of the contract (10 years), the Hotel shall become
owner of the TV sets.
Upon request, the Hotel may purchase title to the TV sets early in exchange for
the payment. Following the end of a seven-year term, a sum of DM [***] (plus
VAT) shall be charged. Following an eight-year term, said sum shall be reduced
to DM [***] (plus VAT), and after a concluded nine-year term, said sum shall
be DM [***] (plus VAT).
(S) 6 EXCLUSIVITY
During the term of this agreement, the Hotel shall offer no other commercial
programs which are in direct competition with the Pay-TV system.
(S) 7 OPERATION
A permanent Pay-TV operation is necessary to finance and maintain the video
communications system. The Pay-TV operation shall be commenced if Prodac's scope
of delivery is complete.
The firm of Prodac shall retain the right to finance the video communications
system through third parties (leasing contract, investment credit, etc.). In
such a case, the claims arising from operator revenues shall be assigned
(financing source: see delivery protocol).
Measures which disrupt the operation of the system in whole or in part
(renovation work in the Hotel, for example) shall be reported to Prodac in
writing in a timely manner.
The Hotel hereby promises to offer the program supplied by Prodac according to
the Prodac program scheme and as set forth in (S) 2 and promises to switch the
film cassettes according to the program plan. Quality defects which arise with
respect to the videocassettes must be promptly reported to Prodac, in order that
a replacement can be delivered. Moreover, the Hotel shall place in every room
the informational material which Prodac provides with reference to the hotel
television program and shall change said informational material on a monthly
basis.
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
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(S) 8 MAINTENANCE
Prodac shall be responsible for the maintenance and repair of the Prodac system.
The equipment shall be maintained, cleaned and/or refurbished at periodic
intervals. Various activities in this connection may also be performed in the
Hotel.
In this connection, the Hotel shall make it possible for the service technicians
to switch and clean the equipment and shall, by agreement with the Hotel,
provide the employees of Prodac with lodging opportunities, parking places,
service telephones and catering at no charge for the duration of the work.
When the system is placed in operation, the Hotel shall receive instructions
from Prodac. In the case of disruptions, it shall be necessary to proceed
according thereto. In the event that it is not possible to remedy the
disruption, the Hotel must contact Prodac promptly in order to eliminate the
disruption.
Prodac shall then ensure repairs and/or replacement. Maintenance and repair work
shall be without charge to the Hotel.
Repair work on the TV set (without the Prodac board) shall be charged to the
Hotel. Prodac, in consultation with the Hotel, shall hire a specialized dealer
for the TV repairs. The Hotel shall be billed directly.
If the Hotel exchanges television sets or purchases new sets during the contract
term, care shall be taken with respect to compatibility with the installed
boards.
Deviations from the existing television sets shall be arranged with Prodac.
(S) 9 INSURANCE
The devices made available by Prodac and the films which are to be used shall be
insured by Prodac.
(S) 10 BILLING
The Hotel shall xxxx the guests for tuning in to the paid programming on the
basis of the record printouts from the central computer. Connections to the
program shall be billed by the Hotel only once within a period of 24 hours--from
12:00 p.m. to 12:00 p.m. on the following day.
Settlement with Prodac shall begin when the system is placed in operation. As
noted on the billing coupon, billing shall be executed in the name of and for
the account of Prodac.
In consideration of the activities named in the contract, the Hotel shall
receive compensation for expenses from the gross revenues from Pay-TV according
to the following scale:
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CONNECTIONS PER COMMISSION PAYMENT BONUS TOTAL
ROOM/MONTH HOTEL CENTRAL COMMISSION
ADMINISTRATION
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Only the cancellations for which Prodac is clearly responsible may be deducted.
Such cancellations must be documented for Prodac, i.e., explained in detail. Any
cancellations for the preceding month shall be submitted to Prodac for the
purpose of checking by the 10th of the following month.
Prodac shall accept cancellation records for up to 5% of total connections. For
technical reasons, cancellation records are not limited.
Prodac transfers the prevailing VAT to the Cologne Tax Office from the gross
revenues received from the guests. Prodac must receive 100% of the Pay-TV
revenues by the 10th of the month. A credit in the amount of the compensation
for expenses shall be sent to the Hotel immediately.
The expense compensation shall be transferred to the Hotel at the bank account
stated below:
Account holder: _____________________________________________
(name and mailing address) _____________________________________________
_____________________________________________
Credit institution: _____________________________________________
(name and mailing address) _____________________________________________
_____________________________________________
Account no.: _____________________________________________
Bank wire no.: _____________________________________________
This transaction is to be handled in this manner for tax reasons.
It is hereby agreed that the Hotel shall retain no other sums from Pay-TV
revenues or offset any other sums against Pay-TV revenues.
(S) 11 COMPUTER COUPLING
Prodac shall place the interface line on the Hotel computer. Any software and/or
hardware modifications or expansions in the Hotel computer shall be charged to
Prodac.
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
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The basis for the interface coupling shall be the Prodac interface protocol.
In the event of a time delay resulting from interface coupling, Pay-TV operation
shall remain unaffected.
(S) 12 FINAL PROVISIONS
Unless otherwise provided under this agreement, the statutory provisions
(particularly (S) 598 ff. BGB) [German Civil Code] shall have supplemental
application. In the event that a provision of this contract is legally invalid,
the entire contract shall not be void. The provision in question shall be
replaced by a provision which at least comes as close as possible to the desired
economic effect in a legally valid manner.
To the extent permissible by law, it is hereby agreed that Cologne shall be the
place of venue for any disputes arising from this agreement.
Bad Salzuflen, 9/18/95 Cologne, 9/21/95
Maritim Hotelgesellschaft mbH Prodac GmbH
/s/ Authorized Signatures /s/ Xxxxx Xxxx
- Legally valid signature - - Legally valid signature -
/s/ Authorized Signatures /s/ Xxxxx Xxxx
- name in block letters - XXXXX XXXX
MARITIM HOTELGESELLSCHAFT mbH PRODAC
TIMMENDORFER STRAND PROZESSDATENTECHNIC GmbH
Herforder Xxxxxxx 0 - Electronicsysteme -
32102 Bad Salzuflen Xxx-Xxxxxx-Xxx. 00, 00000 Xxxxxxx
- Company stamp - - Company stamp -Appendix I
Appendix I
LIST OF ROOMS FOR PAY-TV
Hotel Rooms Mailing address Note Priority
[***]
Total
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
Appendix II
MARITIM Bank Acount Bank
no. wire no.
[***]
5/18/95
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
