EXHIBIT 10.15
MASTER AGREEMENT
THIS MASTER AGREEMENT (generally, the "Transaction" or "Agreement") made and
entered into as of the August 1, 2004, by and between WOODLAND AEM, LLC, and
it's affiliates, _____________________________("WoodLand"), and LIMELIGHT MEDIA
GROUP, INC., 8000 Centerview Parkway, Suite 115, Cordova, TN 38018 ("Limelight
Media").
RECITALS
Limelight Media has represented to WoodLand that they and their operation have
(i) developed and shall operate at WoodLand locations, and referred locations, a
Digital Media Management System with integrative software control through
site-based server and systems software that displays advertising and other
matter (herein referred to as "Displays"), (ii) the capacity and continued
capacity to provide WoodLand locations and referred locations with a network
operation and, (iii) they are developing, and will continue to develop, products
and services that can be used in conjunction with their servers, master controls
and facilities (collectively referred to as "Services").
WoodLand and Limelight Media each perceives mutual benefits of displays of
advertising, trailers and other matter in a WoodLand location, or a location
referred by WoodLand .
In entering into this Agreement and performing its respective obligations,
WoodLand relies upon said inducements and Limelight Media covenants.
NOW THEREFORE, in consideration of the covenants, agreements and stipulations
herein contained, the parties hereto do adopt the recitals into the body of this
Agreement and further do hereby covenant, undertake and agree with each other as
follows:
1 Agreement. WoodLand hereby grants unto Limelight Media the personal
rights and privilege for providing Digital Media Management Services
via Displays and such products in its locations as designated in
separate addendum, and which will be periodically updated, such
locations as WoodLand may undertake in writing; and in exchange for the
Agreement, WoodLand 's covenants and undertakings herein expressed and
the benefits conferred hereby and to be conferred upon Limelight Media,
Limelight Media covenants and agrees that it shall continuously, and
without interruption, provide such Services during the usual business
hours of the location and each regular business day on which the
locations are open for business in strict and faithful compliance with
the requirements herein imposed upon Limelight Media and the Limelight
Media undertakings herein set forth.
1.1. Limelight Media shall make no material alterations or installations to
or affecting any WoodLand location without the WoodLand's prior written
approval.
1.2 The term of this Agreement herein granted shall commence on August 1,
2004 and shall continue until the later of to occur of July 31, 2006,
or the expiration of the separate agreements for any specific
WoodLand location, or referred location, if that separate agreement
exceeds this agreement; but the term of the separate license for any
specific location herein granted shall continue for a minimum period
of two (2) years from date of installation; however, the master term
and each specific license is subject to sooner termination as
provided in the provisions below.
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2 REVENUE SHARE: BENEFITS. Each Party further covenants and agrees with
the other Party to pay in accordance with Section 2.2 herein and to
account for each month unto the other Party for the apportioned revenue
as follows:
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DVD Play WoodLand Split Limelight
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WoodLand Machines 30% 30% 40%
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Limelight Install 0% 10% 90%
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WoodLand Referral 30% 10% 60%
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Both parties acknowledge that additional revenue share schedules may
periodically be updated to this agreement, as they relate to specific customers
on a case by case basis. This is net to the company after location split and the
15% ad agency fee. Both parties recognize that specific locations will be
addressed under separate addendum as illustrated in attached Quik Trip addendum.
2.1 Limelight Media will maintain separate marketing efforts to market
advertising spots available at both party's locations with the
provisions and revenue sharing as follows:
a. Limelight Media will focus on local and national sales, but
communicate sales efforts with WoodLand on a monthly basis.
b. For the purpose of the calculations of the revenue shares the
following definitions apply:
"WoodLand Machines" are defined as all DVD AEM systems placed or
licensed by WoodLand Marketing, LLC.
"DVD Play Machines" are defined as all locations placed by DVD
Play, Inc.
"Limelight Install" is defined as the locations installed and
financed by Limelight Media Group.
"Gross Profit" is defined as Gross Sale minus 15% ad agency
fee minus location revenue share.
"National Ads" are defined as those ads placed by firms
desiring a national exposure to over 75% of the available sites
whether networked or non-networked.
"Local Ads" are defined as those ads placed by local businesses
for viewing within a specific demographic generally considered to
be within a 20 mile radius of the location
"Forecast Ad Revenue" refers to the forecast provided by Limelight
Media and attached hereto as Exhibit A.
Production costs for ads will be at the sole expense of
advertiser.
c. Limelight will manage content delivery for all digital displays at
locations that are not a function of the DVD AEM operating system.
d. Each party shall be responsible for its own costs associated with
the reporting and collection of generated revenues.
e. Each party shall notify the other party prior to making contact with
new location to prevent duplication of efforts. Both parties shall
diligently work together to expand to new locations not currently
under contract.
f. WoodlLand AEM, and its customers, will have the right of approval
for all ad content displayed on Limelight screens at such locations.
2.2 The amount of the gross revenues effected by either party shall be
ascertained on a four week cycle per the flight schedule as developed
by Limelight and both parties shall provide the other party with a
full, true and correct statement showing such gross revenues for the
flight and such statements shall be provided to other party on the
fifteenth of each month, accompanied by a check for the amount due, if
any, due to the other party if not paid for the prior month on the
fifteenth of the month.
2.3 Each party holds the other party's share in trust, and WoodLand grants
Limelight Media a first priority interest in the Limelight Media share,
now or hereafter arising from operations at or in connection with
WoodLand locations; and Limelight Media grants WoodLand a first
priority interest in the WoodLand share, now or hereafter arising from
operations at or in connection with Limelight Media locations.
2.4 Both companies agree to a mutual non-disclosure and non-circumvention
agreement whereby each company agrees not to contact the location
clients of the other party directly or disclose information to third
parties without the express approval for the release of the
information. Further, so long as Limelight Media is not in default
under this Agreement, WoodLand assigns exclusivity to Limelight Media
for network operations as it relates to WoodLand's DVD AEM Digital
Signage network, except for rights granted to DVD Play, Inc., under an
earlier agreement.
3 INTEGRATION. The Displays and all functions will appear to the public
as an integrated part of the location operations, except that either
party WoodLand or Limelight Media may apply tasteful identification on
its equipment and may also show identification "spots" in the
advertising rotation, subject to other party's and the location's prior
written approval, which will not unreasonably be withheld.
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4 INDEPENDENT CONTRACTOR. WoodLand and Limelight Media are independent
contractors. The parties are not partners, the parties are not engaged
in a joint venture; as far as the vendors and creditors of the WoodLand
or Limelight Media are and may become aware, both parties are
independent contractors responsible for purchase and payment of their
own equipment, software and services in their own name and in their own
responsibility and account.
4.1 Within thirty (30) days of contract notification, Limelight Media
agrees to furnish all equipment, software and support for the Limelight
Media system operation in the WoodLand locations, with the exception of
the video displays provided by DVD Play and the DVD AEM system. All
video displays not provided by DVD Play will be provided by Limelight.
Said furnishings and equipment at all times will belong to and be owned
by Limelight Media, and Limelight Media shall maintain them in good
condition and state-of-the-art working order, repair and replacement.
Limelight Media will fix and/ or replace any of its field equipment
within two (2) business days of being notified of the problem, with
exception of events beyond Limelight Media's control such as loss of
broadband connectivity or access to building location. Such
notification shall be in writing by facsimile to 901-757-1497.
4.2 Limelight Media agrees to obtain and pay for, at their own costs, all
expenditures and expenses associated with the services and products
contemplated for WoodLand to furnish now and in the future (except to
the extent specifically and expressly excluded in this Agreement and
imposed on WoodLand ). Included in these expenditures and expenses,
without limiting the generality of the foregoing, are:
a. Limelight Media and WoodLand shall pay all governmental charges, of
every kind and nature, which have been or may be levied, assessed or
charged against the respective party's property and goods. All other
expenses of the Digital Signage network operation will be paid for
by Limelight Media without cost as a part of the services to be
supplied with the exclusion of equipment purchases not provided
herein.
b. All necessary employee or contractor records, sales tax records, and
any other records required by state, county or federal lay shall be
kept by WoodLand and Limelight Media for their own employees,
contract employees, subcontractors and supplier; and further
WoodLand and Limelight Media shall be responsible for their own
personnel, their wages and all taxes thereon or measured thereby.
c. All expenditures and expenses related to the acquisition,
installation, operation, maintenance, repair, replacement and
upgrading of the network and its related hardware and software
components, and content, should remain the property of the Limelight
Media. In the event of termination of any license for a Dynamic
Display, WoodLand shall not be entitled to use, retain or otherwise
appropriate rights to any of the intellectual property rights owned
or controlled by Limelight Media including database, management
systems, loyalty programming and other systems of exclusive design
for the operations of the Limelight Media
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4.3 The locations shall bear all costs for utilities, except for broadband
connectivity which will be furnished by Limelight. A location will
decide, if needed, where real estate alterations will be made and shall
bear the reasonable costs of construction to buildings and improvements
for the accommodation of WoodLand or Limelight Media related equipment.
5 LIMELIGHT MEDIA COVENANTS. Limelight Media hereby further covenants
and further agrees with WoodLand :
a. Limelight Media's systems will be fully operational in designated
WoodLand locations at the time of the installation of the DVD AEM
equipment and broadband services for the designated sites within
that city.
b. Limelight Media is and shall be responsible, at their own expense,
for installation, management, maintenance, repair, replacement and
upgrading of equipment and systems transactions to provide WoodLand
with reliable and first class advertising.
c. Limelight Media shall be responsible for upgrading hardware and
software to timely keep pace with technological advances and
replacements with the exception of the display monitors, screens or
projectors.
d. The commencement of full operation of the Dynamic Displays in each
location shall mark the beginning to the term of license for that
unit under the purposes of calculations under Sec. 2 above.
e. Limelight Media shall conduct their operations during existence of
this contract with skill and according to highest professional
ethics; and in extension thereof, Limelight Media shall deal with
advertisers and their respective agencies and agents with high
ethical standards and shall not charge for nor collect any
advertising revenues (unless identified as pre-paid) until actually
displayed in a Limelight Media or WoodLand location.
f. Three quarters of the available time in the display rotation is
expected to be devoted to advertising by third parties. The
Locations have no obligation to pay ad- related expenses except for
the production of ad content intentionally provided by and on behalf
of itself, its subsidiaries and affiliates and except for those
expenses specifically identified in this agreement. The Locations
shall bear the costs, if any, of conversion from analog to digital
of any of the advertising content..
g. Limelight Media shall indemnify, defend (at their expense) and hold
WoodLand and its affiliates harmless from and against any and all
product liability claims that may be suffered or asserted by
WoodLand customers or any other claimant, family or otherwise,
arising out of defective Limelight Media equipment or products whose
sales are effected at WoodLand locations or in conjunction with
WoodLand operations.
h. The Limelight Media management system, and its concept, and, if
desired, the Limelight Media Products and Services shall be
available in WoodLand locations for a period of two (2) years (or
earlier, upon termination of the license hereunder for that
location).
i. Within six (6) months of the date of this Agreement, the Forecast Ad
Revenue shall equal or exceed the amounts contained on Exhibit A and
shall exceed such amounts for the remaining term of this Agreement.
6 WOODLAND COVENANTS. WoodLand hereby further covenants and further
agrees with Limelight Media.
a. WoodLand shall provide Limelight Media advance notification of
contacts for display advertising in each case without exception.
b. WoodLand shall conduct their operations during existence of this
contract with skill and according to highest professional ethics;
and in extension thereof, WoodLand shall deal with advertisers and
their respective agencies and agents with high ethical standards and
shall not charge for nor collect any advertising revenues (unless
identified as pre-paid) until actually displayed in a Limelight
Media or WoodLand location.
c. Three quarters of the available time in the display rotation is
expected to be devoted to advertising by third parties. The
Locations have no obligation to pay ad- related expenses except for
the production of ad content intentionally provided by and on behalf
of itself, its subsidiaries and affiliates and except for those
expenses specifically identified in this agreement. The Locations
shall bear the costs, if any, of conversion from analog to digital
of any of the advertising content.
d. WoodLand shall indemnify, defend (at their expense) and hold
Limelight Media and its affiliates harmless from and against any and
all product liability claims that may be suffered or asserted by
Limelight Media performance by WoodLand pursuant to this agreement.
7. REPRESENTATIONS AND WARRANTIES. As further inducements for WoodLand
and Limelight Media to sign this agreement and to continue to
perform under this Agreement, WoodLand and Limelight Media hereby
represents and warrants to each other of the following:
a. Standard vendor representations and warranties including the
equipment have been pre-tested and are and will be bug-free and will
be continuously operational within normal industry standards.
b. Limelight Media has developed a digital display with integrated
software control which presently consists of LCD or plasma screens
with integrated software, as well as digital projection wall
displays that are controlled through a site-based server which
stores content for the display and a high speed connection to a
remote server.
c. Limelight Media has participated in the design and exclusively owns
and operates and shall continuously keep in first class, reliable
operation, without interruption, dynamic display operating system
software which permits each of the panels of the display to present
different coordinated multimedia digital content.
1. Project promotional materials relating to the WoodLand
locations.
2. project program information, including special discounts and
activities
3. project advertisements by paying sponsors and advertisers
4. project general information of public interest or certain
productions
d. Limelight Media has participated in the design of and exclusively
owns software and shall continuously link, manage and operate
digital transmissions in each and all displays through a process
known as network operations.
e. Limelight Media has participated in the design and exclusively owns
and shall operate a system operating software for the access
stations which permits high speed digital transactions, including
internet based entertainment and downloaded multi-media content.
8. INDEMNITY. Limelight Media agrees to defend, at its expense, and
to indemnify and hold harmless WoodLand from and against any and
all claims, actions, proceedings, or lawsuits asserted or filed
against WoodLand arising from the development, organization,
ownership, use or marketing of Limelight Media products or
services. WoodLand agrees to defend, at its expense, and to
indemnify and hold harmless Limelight Media from and against any
and all claims, actions, proceedings, or lawsuits asserted or
filed against Limelight Media arising from the development,
organization, ownership, use or marketing of WoodLand products or
services.
8.1 REMEDIES UNDER AGREEMENT. In the event of a breach or default by a party,
the non-breaching party shall provide notice to the other party. In the event
such breach or default is not cured within thirty (30) days of the date of such
notice, the non-breaching party shall have the right to terminate this Agreement
immediately. Remedies for default by WoodLand or Limelight Media of its duties
or obligations under this Agreement: Termination plus loss of income arising
from prepaid advertising content and advertising under contract until the
termination of the contract entered into on behalf of WoodLand or Limelight
Media for display of advertising over the digital display systems.
a. Termination of this Agreement and Limelight Media shall remove
equipment within 120 days thereafter.
b. In the event the WoodLand or Limelight Media fail to make the
specified periodic fee or royalty payment and default continues for
a period of fifteen (15) days after written notice of such default,
then the offended party has the right and remedy to declare this
Agreement terminated and the further right to collect the entire
unpaid balance.
9. ANNOUNCEMENTS. Until the execution and delivery of this agreement, the
timing and content of announcement, publicly or reports regarding any
aspect of this transaction to the financial community, advertising
community, governmental agencies, customers, suppliers, or the public
generally must be mutually agreed upon in writing, however, upon
execution the WoodLand and Limelight Media must comply with regulatory
requirements for pubic disclosure as it is a publicly registered and
trading company.
10. GOVERNING LAW The letter shall be governed and construed under the laws
of Tennessee.
11. EXPENSES. Each party will pay their own expenses incident to
negotiation, preparation and execution of this agreement.
12. TERMINATION. Termination may only be default provision or cessation
of this agreement time period with a 60 day written notice.
13. CONTENT. The Locations, at its election, at any time may provide
content to either WoodLand or Limelight Media for the display which may
include promotional materials relating to the locations and such
display will be at no charge to WoodLand or Limelight Media, however,
the location is limited to utilization of no more that twenty five
(25%) percent of the available time on the display. WoodLand and
Limelight Media shall continuously provide all other content to be
displayed. All content, regardless of source, must in a form suitable
14 ACCESS Limelight Media agrees to grant to WoodLand reasonable access to
books and records regarding transaction at WoodLand locations under
this agreement.
15. LIABILITY Each party has no obligation or liability to the other, other
than expressly set forth in this agreement.
16. SUBJECT TO The provisions granted to WoodLand or Limelight Media
hereunder are in every case subject to terms and conditions of leases
between the locations and third parties.
17. FURTHER WARRANTIES BY EACH PARTY Each party and signatory hereto
further represents and warrants to, and covenants and agrees with, each
other party and signatory, as of the date of the Agreement Date and as
of the Assignment Date, as follows:
a. Said party/signatory has the full and unrestricted right, power and
authority to enter into this agreement and to consummate the actions
contemplated in this Agreement without the joinder, consent,
approval or concurrence of any other individuals or entities or of
any court or governmental agency; and
b. Upon satisfaction of the pre-conditions of this Agreement, each
party/signatory shall take the actions and execute and enter into
the instruments and agreements contemplated herein to be undertaken.
18. ABATEMENT In the event of fire or other event by which the building is
which said premises are located shall be destroyed or rendered
temporarily non-usable, this Agreement shall be suspended until as such
time it is determined by the location to cease operations at that
location or for that period of time it takes to place the premises back
in workable condition.
19. BANKRUPTCY In the event of petition in bankruptcy is filed by or
against either of the parties or if either party should become
insolvent within the meaning of any State or Federal Law, or should
make an assignment for the benefit of creditors, or if a receiver
for all or any part of the business of either party is appointed and
such receivership is not vacated within five days, or if any
property or assets of either party shall be attached and such
attachment is not vacated in ten days, then in either of said events
this agreement shall be deemed breached by the party at fault, and
the other party shall be released for all further performance under
this Agreement. This Agreement shall, in no event, be deemed an
asset of the WoodLand or Limelight Media so as to be assignable to
anyone including a receiver or trustee of bankruptcy by operation of
Law. However, in the event of bankruptcy by either company, any
funds generated under the terms of this agreement shall be
immediately segregated and a lien placed over the account by the
party not in bankruptcy.
21 SOLE AGREEMENT. This Agreement constitutes the only agreement between
the parties with reference to conduct the business described herein and
no modification shall be binding upon either party unless in writing
and signed by all parties, except that later written designations by
WoodLand or Limelight Media for added locations subject to this
Agreement.
22. ATTORNEY FEES If either party finds it necessary to initiate legal
action or proceedings for the enforcement or interpretation of this
Agreement, then the prevailing party shall be entitled to recover
reasonable attorney fees and expenses incurred in such matter.
23. NOTICES Any notice, communication, request, reply or advice by either
party shall be writing and may be given or served in advance written
notice to the addressee by U. S. Mail, unless in the event such notice
regards performance under this agreement whereby the notice shall be
delivered by certified U. S. Mail, return receipt requested.
24. TERM The term of this Agreement is for a period of two (2) years
commencing on the date executed below. The agreement shall be
automatically renewed for an additional two (2) years, unless either
party give the other party ninety (90) day advance written notice prior
to end of the term.
25. FAXED ORIGINAL Execution of this document may be accomplished by
facsimile transmission of signed copies of this Agreement followed by
delivery of the original signed hard copies in the manner provided
herein.
Agreement executed and signed this ______day of _________, 2004.
WOODLAND AEM, LLC LIMELIGHT MEDIA GROUP, INC.
By________________________________ By________________________________
Name:_____________________________ Name:_____________________________
Title: