EXHIBIT 10.1
FORM OF
LEASE AGREEMENT FOR ELECTRONIC BILLBOARD
This LEASE AGREEMENT FOR ELECTRONIC BILLBOARD (the "Agreement") is entered into
by and between ELECTRONIC BILLBOARD TECHNOLOGY, INC. (hereinafter "EBT"), a
Delaware corporation having its principal offices at 3006 Longhorn Boulevard,
Suite 107, Austin, Texas 78758; and "ECKERD CORPORATION" (hereinafter "ECKERD")
a _____________________ corporation having its principal offices at
_____________________________ (collectively the "parties" or Parties").
BACKGROUND:
THIS BACKGROUND IS INCLUDED TO ASSIST IN INTERPRETING THIS AGREEMENT AND TO
UNDERSTAND THE BASIS UPON WHICH CERTAIN TERMS AND CONDITIONS HAVE BEEN INCLUDED
IN THIS CONTRACT. IT IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, TO SUPERSEDE
OR AMEND THE SPECIFICALLY, RECITED TERMS AND CONDITIONS OF THIS AGREEMENT.
EBT produces an Electronic Billboard. Eckerd is interested in testing the use of
the Electronic Billboard at one of its pharmacy locations with the possibility
of expanding the use of Electronic Billboards at other of its locations. The
purpose of this Agreement is to establish the terms and conditions of the
initial site test.
GENERAL:
1) EBT, at its sole cost and expense, does hereby agree to erect an Electronic
Billboard (a device produced by EBT for electronically displaying
advertising messages) at the site and in the location designated on
Schedule A of this Agreement. The Electronic Billboard will be constructed
according to the specifications provided by Eckerd, which are attached
hereto and marked Schedule B. Eckerd does hereby agree to lease to EBT the
space shown on Schedule A, and such additional space around the location
marked on Schedule A as is reasonably required for EBT to erect, operate
and maintain the Electronic Billboard, on the terms and conditions as
hereafter set forth (herein, the "Lease"). The Lease specifically includes
the right of EBT to sell advertising to third parties on the Electronic
Billboard. The third parties may include local, regional and national
advertisers.
2) EBT, with the reasonable assistance of Eckerd, shall be responsible for
obtaining all necessary permits and licenses to erect, operate and maintain
the Electronic Billboard. If, for any reason, EBT is prevented by any
governmental authority from erecting and reasonably operating the
Electronic Billboard, then this Agreement shall terminate and become null
and void.
3) The Lease shall be for a period of one (1) year from the date that the
Electronic Billboard is installed and operational. However, Eckerd may
terminate the Lease at any time by giving EBT no less than 60 days written
notice of its intent to terminate the Lease. Upon the termination of the
Lease, EBT shall, at its cost and expense, remove the Electronic Billboard
and restore the location to the condition it was in prior to the
installation of the Electronic Billboard, normal wear and tear excepted.
4) As consideration for the Lease, EBT shall pay to Eckerd rental equal to ten
(10%) percent of the Advertising Revenue received from operation of the
Electronic Billboard. The aggregate collected gross cash proceeds generated
from all advertising displayed on the Electronic Billboard ("Gross
Revenue"), shall be the basis of the calculation of rental to be paid to
Eckerd. Gross Revenues shall be reduced by the amount of all applicable
sales taxes and tax levies, if any, with respect thereto to arrive at
Advertising Revenue. Rentals shall be paid monthly, on or before the 15th
day of each month.
5) EBT, at its sole cost and expense, shall be responsible for the repair and
maintenance of the Electronic Billboard. Eckerd, at its sole cost and
expense, shall be responsible for the cost of electricity to power the
Electronic Billboard.
6) EBT shall maintain all risk property casualty insurance on the Electronic
Billboard during the term of this Lease in an amount equal to 100% of the
replacement cost of the Electronic Billboard.
7) EBT shall maintain liability insurance during the term of this Lease which
includes Eckerd as a named insured as follows
a) Commercial general liability insurance in an amount not less than
$1,000,000 per occurrence for bodily injury or property damage or
personal injury, $2,000,000 in the aggregate; and,
b) All such policies shall contain endorsements whereby the carrier agrees
that its insurance is primary and not contributory with or in excess of
any coverage which Eckerd may carry.
8) The Parties will promptly execute and deliver to each other such further
documents and take such further action as shall be required to more
effectively carry out the intent and purpose of this Agreement and the
Lease.
9) All notices, demands, or consents required or permitted under this
Agreement shall be in writing and shall be delivered personally or sent by
certified or registered mail, return receipt requested, to the appropriate
party at the address set forth in the first paragraph of this Agreement or
at such other address as shall be given by either party to the other in
writing.
10) This Agreement and the Lease shall be deemed to be made in the state of
Texas and in all respect shall be interpreted, construed, and governed by
and in accordance with the laws of the state of Texas. Venue for any action
arising under this Agreement or the Lease shall be exclusively in a court
of competent jurisdiction, state or federal, Austin, Travis County, Texas,
to the extent permissible under applicable venue rules.
11) The waiver by any party of any term or provision of this Agreement shall
not be deemed to constitute a continuing waiver thereof nor of any further
or additional rights such party may hold under this Agreement.
ENTERED INTO EFFECTIVE THIS 21ST DAY OF JANUARY, 2000.
ELECTRONIC BILLBOARD TECHNOLOGY, INC
"EBT"
By:
------------------------
Marc Eller, Chief Executive Officer
ECKERD CORPORATION
"ECKERD"
By:_____________________________
Printed Name:___________________
Title:__________________________