EXHIBIT 10.10
JOINT MARKETING AGREEMENT
This agreement is made this _ day of July, 1996, by and between
Illuminated Media Inc., a Minnesota corporation ("Illuminated"), and Skyway
Publications, Inc., a Minnesota corporation ("Publications").
1. PARTIES.
a. Illuminated owns and operates the Skyway Ads backlit
advertising units that are installed on leased wall space
throughout the skyway systems of downtown Minneapolis and
downtown St. Paul, and at the Mall of America. Illuminated has
developed a method for the incorporation of interactive touch
screen computer/video into Skyway Ads units. The resulting
product, with its vastly superior advertising capabilities, is
known as "DiscoverScreen".
b. Publications, among other business activities, publishes the
weekly "Skyway News" newspapers for the downtown Minneapolis
and downtown St. Paul markets. Publications has a substantial
and experienced sales/marketing staff with knowledge of past
and potential advertisers who wish to advertise in the
downtown areas of Minneapolis and St. Paul.
2. PURPOSE.
a. To combine the sales/marketing expertise of Publications with
the advertising capabilities presented by DiscoverScreen, for
the benefit of both parties.
b. To develop market acceptance and utilization of the
DiscoverScreen format throughout the Twin Cities markets and
other markets across North America.
c. It is the intention of the parties hereto to form a
partnership and for their relationship, for legal and tax
purposes, to be that of partners.
3. TERM.
a. Unless otherwise specifically agreed by the parties in
writing, this Agreement shall become effective on the date
that an appropriate officer of each party has executed one or
more originals of this Agreement (the "Effective Date").
Multiple originals are expressly permitted hereby. A photocopy
of an original shall have the full force and effect of an
original.
b. Unless otherwise specifically agreed by the parties in
writing, this Agreement shall terminate two (2) years after
the Effective Date. The parties may, at their option, renew or
extend this agreement on such terms or conditions as to which
they may hereafter agree.
4. OWNERSHIP AND PROTECTION OF ACCOUNTS AND PROPERTY.
a. All accounts in existence as the property of either party on
the Effective Date hereof, shall remain the property of that
party. Each party shall prepare a list of the accounts it
claims as its property as of the Effective Date.
b. Accounts that shall come into existence after the Effective
Date shall become the property of the Partnership. A current
roster of partnership accounts shall be maintained as part of
the regular business records of the partnership. Each entry in
the roster shall designate which party secured the account and
whether the account is an advertiser or a building owner.
c. Should the parties fail to renew or extend this agreement upon
the expiration of its term, then, accounts and other property
shall be distributed as follows:
1. Any pre-existing accounts listed by either party as
described in paragraph "a" of this section 4 shall
revert to the original owner.
2. Any account that does business exclusively in a
location where only one of the parties has any
operations or business presence shall become the
property of that party.
3. Any account with whom both parties do business
without directly competing shall become the property
of both parties.
4. Any account desired to be maintained by only one of
the parties shall become the property of that party.
5. The parties shall use their best efforts to agree on
the disposition of any account or property not
disposed of pursuant to paragraphs 1 through 4 of
this paragraph "c" of this section 4.
6. Any dispute that the parties cannot resolve among
themselves shall be resolved in accordance with
section 9 hereof.
5. PERFORMANCE.
a. Illuminated shall:
1. provide hardware and software for fully computerized
DiscoverScreen units for each Skyway Ads or
DiscoverScreen venue that is either presently active
or becomes active during the term of this agreement.
2. use its best efforts, throughout the term of this
agreement, to establish new locations for
DiscoverScreen units throughout the Twin Cities and
other markets in North America.
3. refer all prospective advertisers discovered through
its building marketing activities to Publications
promptly.
b. Publications shall:
1. provide sales and marketing services to sell listings
and other computerized ad space within the
DiscoverScreen format.
2. provide appropriate record-keeping services,
including, but not limited to activity record of each
advertiser, activity record of each DiscoverScreen
site, all billing and payment records, distribution
of profits, coordinate records and communications
with accountants and auditors.
3. refer all prospective new sites for DiscoverScreen
units discovered by its marketing/sales personnel to
Illuminated promptly.
6. COMPENSATION.
The parties shall be compensated by division of the gross revenue of
the partnership. For the duration of this agreement, gross revenue shall be
divided among the parties.
Months one (1) through twelve (12) following the Effective Date:
Publications = 70% Illuminated = 30%
Months thirteen (13) through twenty-four (24) following the Effective
Date:
Publications = 40% Illuminated = 60%
7. CONTROL OF ADVERTISING.
a. Where conflicts arise between the owner of a DiscoverScreen
site and an advertiser who has paid for the rights to the
site, the final decision as to resolution of the conflict
shall rest with Illuminated. However, no final decision shall
be made by Illuminated until it has consulted with
Publications and has attempted to mediate the conflict.
b. When there is competition for access to the dedicated top
screen on a DiscoverScreen unit, the final decision shall rest
with Publications. However, no decision as to access shall be
made without first consulting with Illuminated. Prices for top
screen access shall be determined on a case by case basis,
again after consultation with Illuminated.
8. CORRESPONDENCE.
All correspondence concerning, or arising under, this agreement, shall be mailed
by first class United States Mail to the following addresses for each party
Illuminated Media Inc. Skyway Publications Inc.
Suite 715 Eighth Floor
15 South 5th Street 15 South 5th Street
Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402
9. GOVERNING LAW.
The terms of this agreement and the rights and responsibilities of the parties
hereunder, shall be governed by the laws of the state of Minnesota.
10. DISPUTE RESOLUTION.
All disputes hereunder that the parties are unable to resolve between themselves
shall be first referred to arbitration under the auspices of the American
Arbitration Association or any arbitrator or arbitration service approved by the
Supreme Court of Minnesota.
11. AMENDMENT.
This agreement, or any part of it, may be amended, clarified, explained or
extended only by a writing signed by an appropriately authorized officer of both
parties.
12. (Standard severability clause to be added)
Dated: 12/20/96
Illuminated Media Inc. Skyway Publications, Inc.
By:/s/ Robert H. Blank By: /s/
Its: CEO Its: President