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EXHIBIT 14
LETTER OF AGREEMENT
This Letter of Agreement sets out the terms of an Agreement ("the Agreement")
between ▇▇▇ Enterprises Inc. ("▇▇▇") and ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Corp. (CityXpress)
under which the parties agree to provide the following services to one another
this 20th day of October, 1999:
CITYXPRESS SERVICES:
Under the Agreement, CityXpress will provide the following services to ▇▇▇:
1. Web site hosting and access to the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Regional Business
Directory for states in which ▇▇▇ rolls out an online web site, with
the initial state being Oregon. CityXpress will provide a functional
template for the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Find It and Buy It sections and will
provide web development support to assist ▇▇▇'▇ online publications
with the integration of the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Find It and Buy It
sections.
2. CityXpress will provide access to business listings for the
▇▇▇▇▇▇▇▇▇▇.▇▇▇ Regional Business Directory through its licensing
agreement with Dun & Bradstreet and will provide ongoing maintenance
and updates for these business listings.
3. CityXpress will provide data entry and maintenance services for Basic
Listings and for Highlight and Premier Priority Listings for the
Regional Business Directory.
4. CityXpress will provide ad-scheduling services for banner advertising
within the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Regional Business Directory.
5. CityXpress will provide creative services as required, at an
additional cost, for the design and development of banner ads or
micro-web pages sold by ▇▇▇.
6. CityXpress will provide data entry and maintenance services for the
Buy It section of ▇▇▇▇▇▇▇▇▇▇.▇▇▇.
7. CityXpress will host and support online storefronts built through
CityXpress's Xpress/Sites storefront products. CityXpress will handle
inquiries generated from sales and promotional efforts by ▇▇▇ of the
Xpress/Sites products.
8. CityXpress will provide creative and web development services as
required, at an additional cost, for the design and development of
online storefronts sold by ▇▇▇ to its customers.
9. CityXpress will host and support the Xpress/Sites Department Store, a
multi-vendor mall in which vendors may purchase product "shelf-space",
and configure the store to support a number of special or seasonal
events (e.g., Best of Oregon Christmas Mall).
10. CityXpress will provide a link to its ▇▇▇▇▇▇▇▇▇▇.▇▇▇ site to allow ▇▇▇
customers to access business listings (Find It) and links to
storefronts (buy It) outside geographic regions for
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which each ▇▇▇ online site provides coverage.
11. CityXpress will provide support services for the ▇▇▇ sales force
including initial training, ongoing support during regular business
hours, and master copies in electronic format of ▇▇▇▇▇▇▇▇▇▇.▇▇▇
collateral material.
▇▇▇ Services
1. ▇▇▇ will sell priority listings, banner ads and micro-web pages for
the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Regional Business Directory through selected ▇▇▇
direct and third party sales forces to its customers. ▇▇▇ will invoice
customers for such services and provide CityXpress with a monthly
statement of revenues by publication/customer, except as these
services are performed by agreement with ▇▇▇▇▇▇▇▇▇▇.▇▇▇.
2. ▇▇▇ online publications will co-brand the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Find It and
Buy It sections of their sites.
3. ▇▇▇ will promote and sell online storefronts to its customers through
participating sales representatives. ▇▇▇ will sell and invoice product
listings for each specialized multi-vendor department store and will
promote the site to its print and online customers, except as these
services are performed by agreement with ▇▇▇▇▇▇▇▇▇▇.▇▇▇.
REVENUES
1. ▇▇▇ will invoice its customers for priority listings, banner ads and
micro-web pages in the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Regional Business Directory.
Revenues realized from the sale of such services will be split on an
equal basis for three months immediately following the rollout of each
online site.
2. ▇▇▇ will invoice its customers for product listings in the
multi-vendor mall. Revenues realized from the sale of such services
will be split on an equal basis for three months immediately following
the rollout of each online site. ▇▇▇ will invoice monthly hosting to
storefront customers whose sites were sold by the ▇▇▇ sales force or
through accessing the store building software from a ▇▇▇ web site.
Revenues realized from the sale of such services will be split on an
equal basis for the first three months immediately following the
rollout of each online site.
3. ▇▇▇ will invoice monthly hosting to storefront customers whose sites
were sold by the ▇▇▇ sales force or through accessing the store
building software form a ▇▇▇ web site. Revenues realized from the sale
of such services will be split on an equal basis for the first three
months immediately following the rollout of each online site.
4. Service revenues derived by CityXpress for the design and development
of banner ads, micro-web pages, or storefronts will be retained fully
by CityXpress and will not be subject to revenue sharing.
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5. After three months, the parties agree to review the revenue split
contained in this agreement to ensure a more equitable division of the
proceeds.
Miscellaneous
1. TERM OF THE AGREEMENT. The Agreement is valid for one year from the
date of the Agreement and may be renewed anytime within 90 days before
the expiration of the Agreement by mutual consent of the parties. This
Agreement may be cancelled by the parties after the first three
months, should the parties not reach reasonable agreement on revenue
sharing at that time.
2. SERVICE INTERRUPTION: IN NO EVENT SHALL CityXpress BE LIABLE FOR AM
EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO ▇▇▇ FOR
SERVICE BUREAU SERVICES PROVIDED BY THIS AGREEMENT.
3. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties and supersedes any and all prior agreements
whether oral or written. This Agreement may not be changed except in
writing signed by the parties.
4. ASSIGNMENT AND SUBLEASE. The Agreement may not be assigned by either
party without the written consent of the other.
5. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Iowa. In the event suit is brought with
respect to this Agreement, the prevailing party shall be entitled to
costs and attorney's fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
▇▇▇▇▇▇▇▇▇▇.▇▇▇ CORP. ▇▇▇ ENTERPRISES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /S/
Its: President & CEO Its:
