Exhibit 10.1
MARKETING AND SERVICES AGREEMENT
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BETWEEN:
HOTEL MOVIE NETWORK INC., ("HMN"),
1030 S. MESA DRIVE,
MESA, AZ. 85210
AND:
INNNOVATIONS MULTIMEDIA SYSTEMS INC ("INNNOVATIONS")
A WHOLLY OWNED SUBSIDIARY OF
INTEGEN TECHNOLOGIES INC ("INTEGEN"),
SUITE 444,
3553 31ST ST NW,
CALGARY AB
RE: REPRESENTATION OF HMN IN CANADA
1) REPRESENTATION AGREEMENT. InnNovations undertakes to be HMN's
representative in Canada for the purposes of acquiring contracts for movie
content and distributing this content to client hotels ("properties") of its
parent corporation, Integen and its affiliates.
2) AFFILIATE AGREEMENT. HMN and InnNovations agree that the governing
agreement with all properties shall be the HMN Affiliate Agreement, which will
form the basis of generating income for both HMN and InnNovations.
3) INDEPENDENT HARDWARE SUPPLIER. HMN recognizes that Integen and/or its
affiliate or subsidiary companies will be the supplier of hardware to all
properties. Any contract or agreement for said hardware with any property is not
affected by, or party to, any affiliate agreement between HMN and any property.
4) INSTALLATION OF A REPORTING STRUCTURE. InnNovations will work with HMN to
establish a reporting structure for all properties and a spot audit procedure to
enable HMN to verify InnNovations reporting.
5) COMMERCIAL PHASE. HMN is to provide InnNovations with commercial grade
content, for a minimum of 5000 rooms which in turn will be installed at all
properties and then progress to a pay-per-view mode of operation. In this phase
content will be restricted to new video releases only pending certification of
the system by the MPAA (Motion Picture Association of America). HMN is to
provide assistance to InnNovations in order to understand this process.
6) FIRST RUN UPGRADE. Once certification has been granted, the content model
will change to include first run movies (defined as still in theatres to not yet
released on video). InnNovations will make the necessary hardware and software
changes to all properties at its expenses.
7) MOVIE PRICING. HMN grants InnNovations license to establish pricing
models. Revenue generated and reported to HMN by InnNovations will be billed
directly to the property at the rate of 50% of gross proceeds. This percentage
will only apply as long as the hotels in question take the Adult content along
with the Movie content.
8) COMMISSION. HMN will pay InnNovations a percentage equal to five (5)
percent of the gross movie receipts reported to HMN by InnNovations at each
reporting period, once the commercial phase has commenced. This percentage will
only apply as long as the hotels in question take the Adult content along with
the Movie content.
9) REPORTING PERIOD. InnNovations undertakes to report usage data to HMN on
the first business day of each month. HMN will pay commissions no less than five
(5) working days from receipt of payment from said hotel. Should hotel not pay
HMN then no commission will be paid for this billing period to InnNovations.
InnNovations will make available to HMN access to the billing computer at the
Hotel site for monthly accounting reviews.
10) CONTENT & ROYALTY DEPOSIT. InnNovations will collect a content and
royalty deposit from all properties pursuant to a separate affiliate agreement.
The deposit will remain with HMN for the duration of agreement.
11) CURRENCY. HMN and InnNovations agree that all transactions between the
parties and properties will be in Canadian Funds. InnNovations, at its option,
may choose to receive its commission in United States Funds.
12) CONTENT FORMAT. HMN will provide InnNovations at HMN's option content
in a multiplexed MPEG-2 transport stream, consisting of a video stream at 4.5
Mb/s using 4:2:0 chroma compression interleaved with a stereo audio stream at
19.2 Kb/s, but with both channels carrying the same information. Or in the form
of a VHS Video tape of super high quality or a DVD.
AGREED THIS 12TH DAY OF APRIL 2004.
FOR INNNOVATIONS FOR HOTEL MOVIE NETWORK, INC.
/s/ Martin C. Alcock /s/ Paul D.H. LaBarre
____________________ ________________________
MARTIN C. ALCOCK, PAUL D. H. LABARRE,
IT'S PRESIDENT IT'S PRESIDENT