STRATEGIC ALLIANCE MEMORANDUM OF UNDERSTANDING BETWEEN COLLECTIBLE CONCEPTS GROUP, INC. AND WI-FI TV INC.
EXHIBIT
10.1
STRATEGIC
ALLIANCE
MEMORANDUM
OF UNDERSTANDING
BETWEEN
COLLECTIBLE CONCEPTS GROUP, INC. AND WI-FI TV INC.
This
Agreement is made on the 19th day of May, 2006 by and between Collectible
Concepts Group, Inc. (“CCGI”) having its principal offices at 0000 Xxxxx Xxxxx
Xxxx, Xxxxxxxxxx, XX 00000 and WI-FI TV, Inc. (WIFI) with principal offices
at
0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, (collectively the
“Parties”).
WHEREAS:
CCGI
desires to make certain of its products (the “Products”) available for online
sale through xxx.Xx-XxXX.xxx,
WIFI’s
global distribution platform (the “Platform”).
And
WHEREAS: WIFI
desires to sell certain CCGI Products through its global distribution Platform
And
WHEREAS: The
parties mutually desire to air certain sports film content (“Content”) from the
CCGI sports film library (the “Library”) for pay-per-view sale on the
Platform.
THEREFORE: The
parties hereinafter agree to the following as a basis for a strategic alliance
(the “Alliance”):
| 1.0 |
RESPONSIBILITIES
OF WIFI:
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|
1.1
|
WIFI
shall create a Collectible category page for CCGI Products and Content
and
will include portions of the Products and Content on the WIFI Sports
and
other WIFI Category pages on the
Platform.
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|
1.2
|
WIFI
shall create a Collectible Concepts channel which will feature, initially,
a single program which will be changed on a regular basis. Later
this may
become a channel with an entire 24/7 schedule of
shows.
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|
1.3
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WIFI
shall place banner ads, at its discretion, throughout its web site
promoting the sale of the CCGI Products and
Content.
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1.4
|
WIFI
shall work in unison with CCGI on mutually approved press releases
to
promote the joint offerings contemplated in this
Agreement.
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|
1.5
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WIFI
shall work with CCGI on an online web cast that introduces the
relationship between the two companies and the Products and Content
available.
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1.6
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WIFI
shall have permission to place any CCGI Products and Content in one
or
more eBay shopping sites, at no cost, funds or fees to CCGI. Any
such
additional costs shall be paid by
WIFI.
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1.7
|
WIFI
shall appoint Xxxx Xxxx, or such other person as WIFI may elect,
as
project manager (the “WIFI PM”) for the CCGI alliance. The WIFI PM shall
be responsible for insuring that all issues of product and content
integration and order fulfillment are resolved to the mutual satisfaction
of the Parties.
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1.8
|
The
Parties shall conduct a conference call once each month to evaluate
and
assess the progress and success of the Alliance and to explore new
ideas
to further the Alliance.
|
| 2.0 |
RESPONSIBILITIES
OF CCGI
|
| 2.1 |
CCGI
shall make available all of its collectibles which it sells over
the
Internet for inclusion in the CCGI themed portion of the WIFI Shopping
Cart. These consist of such items as officially licensed products
for the
NFL, NHL, NBA, Shaq, L.A. Lakers, Denver Nuggets, Miami Heat, Boston
Celtics, Atlanta Hawks, Chicago Bulls, U.S. Army, U.S. Navy, U.S.
Marine
Corps, U.S. Coast Guard U.S. Air Force, and others as well as Bandsigns
and other custom products.
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| 2.2 |
CCGI
will make available special sales packages (“WIFI Packages”) consisting of
selected collectible items. The WIFI Packages will be made available
for
exclusive sale by WIFI on the Platform The WIFI Packages shall not
be
available for sale on any other source or web site on the
Internet.
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|
2.3
|
CCGI
shall fulfill orders placed on the Platform normally within 48 hours
and
handle customer service pertaining to the orders. The Parties shall
monitor charge-backs, returns, and out of stock items for a period
of
ninety days after which period a mutually satisfactory procedure
for
handling such items shall be implemented by the Parties. CCGI has
provided
to WIFI descriptions, graphics, and prices for certain items intended
to
be made available on the Platform and WIFI shall post such items
in its
Platform Shopping Cart at the earliest possible
date.
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| 2.4 |
CCGI
shall make available exclusively to WIFI certain segments of its
Library
which shall include selected NFL highlights, World Series baseball
games,
sports documentaries, sports reels, boxing, wrestling, sports shows,
newsreels, Indianapolis 500 and other car racing, bowling, classic
movies,
cartoons, and other selected filmed content (the “Content”). CCGI shall
provide the Content to WIFI as Windows Media files for streaming
and
downloading. WIFI will make the Content available “On Demand” for its
members.
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2.5
|
Effective
with the execution of this Agreement, CCGI shall provide WIFI a minimum
of
ten hours of Content, in the Windows Media file format, per week
until all
of the Content agreed to be placed on the Platform has been delivered.
WIFI shall add all Content to its Platform within one week of its
receipt.
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| 3.0 |
REVENUE
SHARING
|
| 3.1 |
WIFI
will pay Collectible Concepts 50% of any pay-per-view fees it charges
its
members to view Content and 50% of its share of any advertising revenue
it
obtains for video ads placed at the start of the programs in which
the
Content is aired. WIFI shall remit any and all monies due to CCGI
within
ten (10) of the close of each calendar month. WIFI will consult with
CCGI
regarding the pay-per-view and pay-per-click (or other) fees it charges
customers for access to the CCGI Library.
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3.2
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WIFI
will collect payments made for CCGI purchased on the Platform through
PayPal (and may add other payment solutions) and electronically distribute
an amount equal to fifty percent (50%) of the sale price of each
Product
plus shipping and handling. Product prices and shipping and handling
charges shall be provided to WIFI by
CCGI.
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| 3.3 |
Governing
Law.
|
This
Agreement is made in accordance with and shall be governed and construed under
the laws of the State of New York; provided that to the extent that any Exhibit
hereto contains its own choice of law provision, the terms of that choice of
law
provision shall govern and prevail over this provision with respect to any
dispute under the Exhibit in question.
| 3.4 |
Dispute
Resolution. If a dispute arises between the Parties arising out of
or in
relation to this Agreement, the Parties shall use all reasonable
efforts
to resolve the dispute through good faith discussions. The senior
management of each of the Parties commits itself to respond promptly
to
any and all such disputes. In the event that the Parties are unable,
after
exerting all reasonable efforts, to resolve the said dispute(s),
the said
dispute(s) shall be finally settled through binding arbitration on
the
following basis:
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(a)
The
arbitration shall be conducted by a panel of three (3) arbitrators under the
Arbitration Rules of the American Arbitration Association then in force, by
which CCGI and WIFI agrees to be bound. Within thirty (30) days after notice
of
arbitration has been given, each of the Parties shall appoint one (1)
arbitrator. The arbitrators appointed by the Parties shall then appoint an
additional arbitrator, who shall serve as the presiding arbitrator.
(c)
The
arbitral award shall be rendered in writing, shall state the reasons for the
award, and shall be final and binding upon the Parties. In no event shall the
arbitral award include a sum for punitive damages.
(d)
Judgment upon any award may be entered by any court of competent jurisdiction,
or application may be made to such a court for judicial acceptance of the award
and any appropriate order including enforcement.
(e)
Each
of the Parties shall bear its own expenses and attorneys' fees in connection
with the arbitration.
| 4.0 |
Term
of Agreement This Agreement shall become effective on the date first
signed above and continue in full force and effect for a period of
twelve
months and shall renew for additional twelve month periods unless
earlier
terminated in accordance with section 5.0
herein.
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| 5.0 |
Termination.
This Agreement may be terminated in writing by either Party in the
event
of the occurrence of any one or more of the
following:
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(a)
any
party fails to perform any material obligation of this Agreement or any of
the
agreements attached as an Exhibit to this Agreement and such default is not
cured within ninety (90)days after written notice of the default made by the
other Party;
(b)
CCGI
or WIFI shall be dissolved or liquidated due to adverse financial conditions,
be
declared bankrupt or insolvent, or becomes a party for more than ninety (90)
days to proceedings or arrangements involving liquidation, receivership,
reorganization or the settlement of its debts, except for any action instituted
by the other Party, and the non-affected Party gives written notice to such
Party that it wishes to terminate this Agreement. A Party subject to any of
the
events described herein shall promptly notify the other Party of its occurrence
in writing;
(c)
mutual consultation between the Parties in accordance with Section 3.4 hereof
fails to resolve the matter(s) being negotiated within the period specified
therein;
| 6.0 |
Entire
Agreement. This Agreement, together with all the Exhibits attached
hereto
and incorporated herein by reference, constitutes the entire, final,
complete and exclusive agreement between the parties hereto and supersedes
all previous agreements, communications and/or representations, written
or
oral, with respect to the subject matter
hereof.
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| 7.0 |
Force
Majeure. Neither Shareholder shall be liable to the other for its
failure
to perform any of its obligations under this Agreement during any
period
in which such performance is delayed because rendered impractical
or
impossible due to circumstances beyond its reasonable control, provided
that the party experiencing the delay promptly notifies the other
of the
delay.
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| 8.0 |
Headings.
The headings in this Agreement are for convenience of reference only
and
shall not limit or otherwise affect any of the terms or provisions
of this
Agreement.
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| 9.0 |
Counterparts.
This Agreement may be signed in counterparts, each of which shall
be
deemed an original but all of which shall constitute one and the
same
instrument.
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| 10.0 |
Parties
Advised by Counsel - No Interpretation Against Drafter. This Agreement
has
been negotiated between unrelated parties who are sophisticated and
knowledgeable in the matters contained in this Agreement and who
have
acted in their own self interest. In addition, each Shareholder has
been
represented by legal counsel. Accordingly, any rule of law or any
statute,
law, ordinance, or common law principles or other authority of any
jurisdiction of similar effect, or legal decision that would require
interpretation of any ambiguities in this Agreement against the party
who
has drafted it is not applicable and is hereby waived. The provisions
of
this Agreement shall be interpreted in a reasonable manner to effect
the
purpose of the Shareholders, and this Agreement shall not be interpreted
or construed against any party to this Agreement because that party
or any
attorney or representative for that party drafted this Agreement
or
participated in the drafting of this
Agreement.
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IN
WITNESS WHEREOF, CCGI and WIFI have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first written
above.
/s/
Xxxx
Xxxxxxxxx
Xxxx
Xxxxxxxxx, President
Collectible
Concepts Group, Inc.
Date:
5-19-06
/s/
Xxxx
Xxxxxxxxx
Xxxx
Xxxxxxxxx, Chairman
Wi-Fi
TV,
Inc.
Date:
5-19-06
