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EXHIBIT 6.j
NBO, Inc. has entered into agreements with approximately 245 non-mall
merchants in the Salt Lake City area in connection with the sale of gift
certificates. The standard form of agreement for each merchant is set forth
below.
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GIFT CERTIFICATE PARTICIPATION AGREEMENT
This Agreement is entered into this__________ day of ___________ ,______ , by
and between The Gift Certificate Company (TGCC) located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇., ▇▇▇▇. ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and
Client Name__________________________________________ Phone____________________
Address_______________________________________________ Fax_____________________
City_________________________________ State___________________ Zip_____________
In consideration of the mutual covenants herein being kept, paid and performed,
the parties hereto agree as follows:
1. Purpose: The Client agrees to participate with The Gift Certificate Company
in the distribution of Gift Certificates for the Client's business through the
TGCC system. This complete system consists of Internet sales, corporate sales
and unmanned interactive kiosk sales. This system will provide the Client a
state-of-the-art process for attracting additional customers and selling Gift
Certificates.
2. Services Provided By The Gift Certificate Company: TGCC will provide a
turnkey system designed to distribute Gift Certificates in $[**] increments
starting at $10.00 and not to exceed $[**]. Each Gift Certificate is in the
form of a legal tender check and, operationally, is handled the same as a
personal check using the same processing methods.
3. Services Provided By Client: In consideration of this Agreement, all Gift
Certificates sold through the TGCC system are to be redeemed by the Client under
the terms of this Agreement. TGCC has developed a security program for the Gift
Certificates that the Client should understand, in order to receive maximum
security against theft and counterfeit. TGCC will assume full responsibility for
the authenticity of the Gift Certificate only when Client has followed the
security procedures set forth by TGCC at the time of redemption.
4. Terms Of Agreement: This Agreement will be in effect for a period of [**]
months from date above for Internet, corporate and kiosk sales. Aside from the
Client's own web site, this agreement grants TGCC exclusive rights to the
Client's Gift Certificate sales via the Internet.
5. Convenience Fee: In consideration of the services being provided to the
Client, TGCC will receive a [**]% convenience fee on all redeemed Gift
Certificates. This fee includes, but is not limited to: Bank charges, credit
card fees, plus operational costs for maintenance and advertising. For this fee
the Client will receive the ability to utilize a state-of-the-art distribution
system of Internet sales, corporate solicitation, and kiosk sales to increase
the distribution of their individual Gift Certificates. Fees will be assessed
and billed to the Client on a quarterly basis. Payment is due net ten (10) days.
6. Production Charges: TGCC charges a one-time set up fee of $[**] for
participation and production costs, plus $[**] for each additional location.
This fee must be paid upon execution of this Agreement. Total number of
locations:
As a result of the limited number of businesses by category available on the
system, TGCC reserves the right to terminate this agreement at any time, or
refuse renewal of this Agreement based upon the individual performance of each
Client. By execution of this Agreement, the Client fully understands and agrees
that the TGCC system is based on transactions, therefore, TGCC must maximize the
amount of goods and services sold, and will monitor for an acceptable level of
business required to maintain the option to continue or renew the Agreement.
[**] ALL SECTIONS MARKED WITH TWO ASTERISKS [**] REFLECT PORTIONS WHICH HAVE
BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION BY NEIGHBORHOOD BOX OFFICE, INC. AS PART OF A REQUEST FOR
CONFIDENTIAL TREATMENT.
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The Gift Certificate Company's 100% GUARANTEE: If for any reason the Client is
not completely satisfied with the services provided under this Agreement, within
the first ninety (90) days after its execution date, TGCC will reimburse the
Client 100% of the Production Charges and remove the Client from the network,
after the first ninety (90) day period, the production charge will NOT be
reimbursed. In addition the client has the right to request removal from the
system at any time during the agreed upon thirty-six (36) month duration of this
agreement, with 30 day written notice.
The Gift Certificate Company Client:
By:________________________________ By:________________________________
Signature Signature
________________________________ ________________________________
Name (Print) Name(Print)
________________________________ ________________________________
Title Title
The Gift Certificate Company is a wholly-owned subsidiary of NBO, Inc.
