1
EXHIBIT 10.25
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is made the _______ day of March, 2000
between UNIGLOBE TRAVEL (INTERNATIONAL) INC. ("Uniglobe") of Suite 900 - 1199
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇,
INC. ("SmartSources") of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇.
WHEREAS:
A. Uniglobe is the one of the world's largest franchisors of retail travel
agencies, with locations in more than 20 countries throughout the world;
B. Uniglobe grants master licenses to regional subfranchisors ("Regions") for
particular geographic territories, with the Regions then granting unit
franchises to franchisees ("Franchisees") to operate as UNIGLOBE retail
travel agencies within a particular territory;
C. SmartSources is a developer of websites for internet usage and has
experience in developing website development programs which can be licensed
to a Region, with the Region then deploying sublicenses ("Ksite Licenses")
to its franchisees; and
D. Uniglobe has agreed to appoint SmartSources as a preferred vendor to assist
SmartSources in providing its services to Regions and to Franchisees.
NOW THEREFORE THIS MOU WITNESSES that, in consideration of the premises and the
mutual covenants and agreements herein contained, the parties agree as follows:
1. Uniglobe intends to appoint SmartSources as a preferred vendor to the
Regions and Franchisees for an initial term of one year, which term will
renewed automatically year-by-year unless terminated by either party
effective on each anniversary date of this MOU by written notice of
termination given not less than 90 days prior to any anniversary date of
this MOU.
2. SmartSources will, subject to the approval of Uniglobe, negotiate master
licenses with each Region to provide the services of SmartSources to a
Region and its franchisees. Regions will then deploy k-site to the
Franchisees, which sublicenses shall require the Franchisee to pay an
initial fee and ongoing fees to SmartSources as well as "portal" fees to
SmartSources. All licenses will be in accordance with a Schedule of Fees to
be developed on a regional basis.
3. SmartSources will provide the following services:
(a) a website program suitable for Regions and Franchisees;
(b) individual websites for Franchisees pursuant to a Ksite Licence, such
websites being customized for the Franchisees but in a standardized
format approved by Region and Uniglobe as to the "look and feel" of
such websites;
(c) where SmartSources develops links to any websites with the capability
to provide electronic and/or internet booking engines for airline,
hotel or car reservations or any other products or services, then such
websites will only provide fulfilment at the location of individual
Franchisees, for the benefit and use of such Franchisee only; and
2
(d) SmartSources will develop a link to ▇▇▇▇▇▇▇▇.▇▇▇ to enable Franchisees
to have ▇▇▇▇▇▇▇▇.▇▇▇ provide fulfilment services if Franchisees so
desire and SmartSources will not develop a link to any third party
centralized fulfilment centre.
4. SmartSources will pay to Uniglobe a license fee to be negotiated in the
range of 1% to 3% of the gross revenues payable by Regions and Franchisees
to SmartSources, such payment to be paid to Uniglobe monthly. In
consideration of the license fee, Uniglobe will endorse the services of
SmartSources and provide promotional, management and support services to
SmartSources in its relationships with Regions and Franchisees.
5. Prior to SmartSources providing a standardized website to a Region for its
Franchisees, SmartSources shall provide to Uniglobe a sample of the website
indicating its content, design, functionality and domain name protocols for
approval by Uniglobe.
6. Uniglobe will provide graphic and functionality standards for Franchisee
websites and SmartSources will develop websites to reflect such standards.
7. SmartSources will develop the websites for Franchisees such that each
website contains systems and administrative capabilities which permit
Uniglobe, its affiliate or a Region to have access to a specified area of
the content of the website and portals for their own purposes to facilitate
promotion of the "UNIGLOBE" brand name, distribution of product or specific
content, etc.
8. This MOU is not intended to be a binding agreement between the parties, but
is intended to be the basis for a formal agreement between the parties to be
executed by March 31, 2000.
9. Uniglobe and SmartSources will jointly agree in writing to any press
releases or announcements to be issued in respect of this MOU.
10. This MOU may be executed in counterparts or by facsimile, each of which
shall together, for all purposes, constitute one and the same instrument and
each of which shall together be deemed to be an original, notwithstanding
that all of the parties are not signatories to the same counterpart or
facsimile.
11. This MOU may not be assigned by either party hereto.
3
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
UNIGLOBE TRAVEL (INTERNATIONAL.) INC. ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
Per: /s/ [ILLEGIBLE] Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- ----------------------------
Authorized Signatory Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
----------------------
[ILLEGIBLE]
▇▇▇-▇▇▇-▇▇▇▇
