{"id":42176,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-promotion-and-marketing-letter-agreement-euniverse.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-promotion-and-marketing-letter-agreement-euniverse","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/consulting-promotion-and-marketing-letter-agreement-euniverse.html","title":{"rendered":"Consulting, Promotion and Marketing Letter Agreement &#8211; eUniverse Inc. and 1-800-ATTORNEY Inc."},"content":{"rendered":"<pre>July 26, 2002\n\n\n1-800-ATTORNEY, Inc.\nATTN:  Bill Wrigley, CEO\n186 Attorneys.com Court\nLake Helen, FL 32744\n\n\n         Re:   Consulting, Promotion and Marketing Letter Agreement.\n                           ----------------------------------------\n\n\nDear Mr. Wrigley:\n\n         This letter shall serve as an agreement (this \"Agreement\") by and\nbetween eUniverse, Inc., a Nevada corporation with offices at 6060 Center Drive,\nSuite 300 Los Angeles, CA 90045 (\"EUNI\") and 1-800-ATTORNEY, Inc, a Florida\ncorporation with offices at 186 Attorneys.com Court Lake Helen, FL 32744\n(\"Company\") whereby EUNI will provide consulting, promotional and marketing\nservices for Company, in accordance with the terms set forth below.\n\nCAMPAIGN\n--------\n\n         EUNI will assist Company in developing Company's internet marketing\nbusiness model and strategy. After such discussions, EUNI will, with Company's\ninput and approval, design and develop customized creative and graphic content\nintended to advertise and promote Company's products and\/or services to internet\nusers and to expand Company's advertising base (\"Campaign\"). The Campaign will\ninclude a link to Company's designated website and will be published to\nregistered users of EUNI's network of websites by regular email promotion at a\nminimum of 1,000,000 users per month, for a period of twelve (12) months,\nbeginning from the date of Company's execution of this Agreement. Company\nacknowledges and agrees that EUNI shall retain all right, title, and interest in\nand to the original content developed by EUNI in connection with the Campaign.\nCompany grants to EUNI a nonexclusive, royalty-free license to use and display\nCompany's trademarks, service marks, trade names and\/or logos in connection with\nthe Campaign.\n\nCONSULTING\n----------\n\n         EUNI will consult with Company to discuss Company's business model and\nother business opportunities.\n\n                                      E-2\n\n\n\nPAYMENT\n-------\n         In consideration of the foregoing services performed by EUNI, Company\nshall, within thirty (30) days of Company's execution of this Agreement, issue\nto EUNI Three Hundred and Fifty Thousand (350,000) fully-paid, non-assessable\nshares of Company's restricted common stock (the \"Shares\") (NASDAQ symbol:\nATTY). Such shares represent full payment for the promotional services provided\nby EUNI hereunder. In the event that the parties mutually agree to terminate\nthis Agreement prior to its twelve-month term, EUNI agrees to purchase a portion\nof the Shares (the \"Registrable Securities), pro-rated for the number of full\nmonths for which this Agreement is being cancelled, at a purchase price that is\nthe lower of $0.12 per share or 75% of the average closing price of ATTY for the\nfive days preceding the cancellation and Company agrees to grant \"piggy-back\"\nregistration rights as follows: If at any time or from time to time, Company\nshall decide to register any of its common stock, either for its own account or\nthe account of a security holder or holders, in a registration statement\ncovering the sale of Company's common stock under the Securities Act of 1933, as\namended, the Company will: (1) promptly give to EUNI written notice thereof; and\n(2) include in such registration statement (and any related qualification under\nblue sky laws) all the Registrable Securities specified in a written request,\nmade within 30 days after receipt of such written notice from Company.\n\nREPRESENTATIONS AND INDEMNITY\n-----------------------------\n\n         This Agreement shall create a binding agreement for the Campaign, and\neach party agrees to be bound by the terms and conditions contained herein. Each\nparty represents and warrants to the other that it has the right to enter into\nthis Agreement, and has the ability to perform its obligations hereunder. Each\nparty further represents and warrants that the Campaign, as developed by EUNI\nand approved by Company, will not (i) violate or infringe upon the intellectual\nproperty rights of any third party; or (ii) violate any applicable laws and\/or\nregulations. Apart from the minimum distribution requirement, EUNI makes no\nother representation or warranty as to the effectiveness or level of success of\nthe Campaign.\n\n         Each party shall, at its own expense, indemnify, defend, and hold\nharmless the other party and its affiliates from and against any claim, actions,\nliabilities, and damages, and any costs or expenses incurred in defending\nagainst same (including reasonable attorneys' fees), arising from any breach or\nalleged breach of the indemnifying party's representations and warranties.\n\nGENERAL\n-------\n\n         Neither party may disclose the terms of this Agreement to any third\nparty without the other's prior written consent unless compelled to do so in any\naction or other legal proceeding or unless otherwise required by law. Neither\nparty shall be liable for failure to perform its obligations under this\nAgreement in the event of an Act of God, action by any governmental or\nquasi-governmental entity, fire, flood, insurrection, riot, explosion, power\ninterruption or any condition beyond the reasonable control of the party\naffected by any such act. The foregoing notwithstanding, the period for which\nservices are rendered under this Agreement shall extend beyond twelve months to\nthe extent of any period(s) for which EUNI was unable to provide services\nhereunder. The laws of the State of California shall govern this Agreement and\nany action involving this Agreement shall be brought in Los Angeles County, and\nnot elsewhere. This Agreement supercedes all prior or contemporaneous agreements\nbetween the parties concerning the subject matter herein. Company and EUNI are\nindependent contractors and not an employee, attorney-in-fact, agent, partner or\njoint venturer of the other.\n\n                                      E-3\n\n\n\n\n         Bill, we look forward to starting our business relationship together,\nand are eager to begin working with 1-800-ATTORNEY. If the foregoing meets with\nyour approval, please execute this Agreement below and fax it to my attention at\n(310) 258-2759.\n\n                                  Best Regards,\n\n                                  \/s\/ Christopher S. Lipp                     \n                                  --------------------------------------------\n\n                                  Christopher S. Lipp\n                                  Sr. Vice President and General Counsel\n                                  eUniverse, Inc.\n\n\n\n\nAGREED AND ACCEPTED\nAS OF JULY 26, 2002 BY:\n\n1-800-ATTORNEY, INC.\n(\"COMPANY\")\n\nBy: \/s\/ J. William Wrigley          \n   --------------------------------\nName:   J. William Wrigley\nTitle:  Chairman and CEO\n\n\n\n                                      E-4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6533],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9613,9619],"class_list":["post-42176","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-1-800-attorney-inc","corporate_contracts_industries-media__other","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42176","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42176"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42176"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42176"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42176"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}