{"id":42398,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-marketing-agreement-american-cities-studios-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-marketing-agreement-american-cities-studios-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-marketing-agreement-american-cities-studios-inc.html","title":{"rendered":"Joint Marketing Agreement &#8211; American Cities Studios Inc., Cybernet International and 24\/7 Media Inc."},"content":{"rendered":"<pre>                                JOINT MARKETING\n                                   AGREEMENT\n\n\n      WHEREAS, American Cities Studios, Inc. and Cybernet International\nCorporation (collectively, \"Cybernet\"), among other things, provide Web site\ndesign, hosting, maintenance and marketing services to a collection of Web sites\nand continuously recruit additional Web sites for such services;\n\n      WHEREAS, 24\/7 Media, Inc. (\"24\/7\"), a Delaware corporation with an address\nat 1250 Broadway, 27th floor, New York, NY 10001, operates networks of internet\nweb sites for which it solicits advertisers, advertising agencies, buying\nservices or others regarding the placement of advertising banners and similar\ndevices and sponsorships for display on Web sites;\n\n      WHEREAS, 24\/7 and Cybernet wish to enter into this Agreement and the\nAffiliation Agreement (as defined below) to provide a framework for their joint\nmarketing of their respective services to Web sites in the Category (as defined\nbelow) and otherwise;\n\n      NOW, THEREFORE, in consideration of the foregoing, the mutual covenants\nand agreements contained herein and for other good and valuable consideration,\nthe receipt and sufficiency of which are hereby acknowledged, it is agreed as\nfollows:\n\n1.    Agreement to Jointly Market.\n\n      A.    24\/7 and Cybernet hereby agree to jointly market their respective\nservices to Web sites owned by major league sports franchises, major league\norganizations, and athletic departments of colleges and universities (the\n\"Category\") as well as to other Web sites. Each Web site to be covered by this\nAgreement shall, with the written consent of each of 24\/7 and Cybernet, become a\nparty to the 24\/7 Media \/ Cybernet Network Affiliation Agreement (the\n\"Affiliation Agreement\") attached hereto.\n\n      B.    Cybernet hereby agrees to use its best efforts to cause Web sites in\nthe Category and outside the Category to become a party to the Affiliation\nAgreement.\n\n      C.    Subject to the following clause, 24\/7 agrees to enter into the\nAffiliation Agreement with each Web site in the Category that Cybernet\nrecommends be made a party, provided, however, that 24\/7 retains the right in\nits sole discretion to refuse to enter into the Affiliation Agreement with any\nWeb site whose content, in the sole judgment of 24\/7, is not in accordance with\n24\/7's content standards.\n\n2.    Exclusivity\n\n\n\n\n      A.    24\/7 hereby agrees not to sell internet advertising for Web sites\nincluded in the Category other than pursuant to the Affiliation Agreement;\nprovided, however, that 24\/7 may continue its existing, active relationship with\nall Web sites in the Category or otherwise currently affiliated with 24\/7 or\nwith companies that are acquired by 24\/7 subsequent to the execution of this\nAgreement, so long as not more than 50% of such acquired companies' revenues are\nderived from Web sites in the Category.\n\n      B.    Cybernet agrees not to jointly market its services with any other\ninternet advertising sales firm to Web sites included in the Category.\n\n3.    Principal Contact\n\n      24\/7 acknowledges and agrees that persons associated with Cybernet shall\nbe the principal contact for communications between 24\/7 and each Web site\nintroduced by Cybernet to 24\/7 for inclusion in the Affiliation Agreement, and\nthat 24\/7 shall not regularly communicate directly with representatives of such\nWeb sites without the consent of Cybernet.\n\n4.    Term. The term of this Agreement (the \"Term\") shall commence on the\nEffective Date (as defined below) and terminate on December 31, 2001; provided,\nhowever, that Cybernet shall have the option to terminate the Agreement at any\ntime after February 28, 2000 if 24\/7 shall fail to achieve in the 12 months then\nended a gross cost per thousand impressions (\"CPM\") across all internet\nadvertising inventory covered by this Agreement of $5.00; it being agreed that\nadvertising inventory in respect of a new Web site added to this Agreement shall\nnot be deemed to be covered by this Agreement for purposes of calculating the\ngross CPM until the first day of the third full month following the initial\ninclusion of such Web site; and provided, further, that 24\/7 shall have the\noption to terminate the Agreement at any time after February 28, 2000 if the\nnumber of advertising impressions covered by this Agreement shall average fewer\nthan 50,000,000 advertising impressions per month in the 12 months then ended.\nTermination will be effective thirty days after the date on which written notice\nis given, as determined under the provisions of Section 9 below, to the other\nparty.\n\n5.    Confidentiality. 24\/7 and Cybernet covenant to each other that neither\nparty shall disclose to any third party (other than its employees and directors,\nin their capacity as such, and the employees and directors of any affiliate on a\nneed to know basis so long as they are bound by the terms of this Agreement) any\ninformation regarding the terms and provisions of this Agreement or any\nnon-public confidential information which has been identified as such by the\nother Party hereto except (i) to the extent necessary to comply with any law or\nvalid order of a court of competent jurisdiction (or any regulatory or\nadministrative tribunal), in which event the party so complying shall so notify\nthe others as promptly as practicable (and, if possible, prior to making any\ndisclosure) and shall seek confidential treatment of such information, if\navailable; (ii) as part of its normal reporting or review procedure to its\nauditors or its attorneys, as the case may be, so long as they are notified of\nthe provisions of this Agreement; (iii) in order to enforce its rights pursuant\nto this Agreement; (iv) in connection with any filing with any governmental body\nor as otherwise required by law, including the federal securities laws and any\napplicable rules and regulations of any stock \n\n                                        2\n\n\n\nexchange or quotation system; and (v) in a confidential disclosure made in\nconnection with a contemplated financing, merger, consolidation or sale of\ncapital stock of 24\/7 or Cybernet. Information which is or should be reasonably\nunderstood to be confidential or proprietary includes, but is not limited to,\ninformation about the 24\/7 Network, sales, cost and other unpublished financial\ninformation, product and business plans, projections, marketing data, and\nsponsors but shall not include information (a) already lawfully known to or\nindependently developed by a party, (b) disclosed in published materials, (c)\ngenerally known to the public, (d) lawfully obtained from any third party or (e)\nrequired to be disclosed by law.\n\n6.    No Poaching. Cybernet agrees that, for a period of one year from the end\nof the Term, neither it nor its affiliates will solicit or recruit the services\nof any 24\/7 employees, or hire any such employees.\n\n7.    No Waiver. This Agreement shall not be waived, modified, assigned or\ntransferred except by a written consent to that effect signed by Cybernet and\n24\/7. 24\/7 hereby acknowledges that Cybernet is expected to be acquired by Mpact\nImmedia and consents to such acquisition and agrees to consent to the assignment\nof this Agreement to an affiliate of Mpact Immedia if so requested. Each of\nCybernet and 24\/7 agrees that if it assigns or transfers this Agreement, it\nshall cause such successor, assignee, or transferee to assume all of Cybernet's\nobligations hereunder. Any assignment, transfer, or assumption shall not relieve\nCybernet of liability hereunder.\n\n8.    Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of New York applicable to contracts made\nand performed therein, without regard to principles of conflicts of laws.\n\n9.    Notices. All notices required or permitted to be given hereunder shall be\nin writing and either hand-delivered, telecopied, mailed by certified first\nclass mail, postage prepaid, or sent via electronic mail to the other party or\nparties hereto at the address(es) set forth below. A notice shall be deemed\ngiven when delivered personally, when the telecopied notice is transmitted by\nthe sender, three business days after mailing by certified first class mail, or\non the delivery date if delivered by electronic mail.\n\n10.   Entire Agreement. This Agreement constitutes the entire agreement and\nsupersedes all prior agreements of the Parties with respect to the transactions\nset forth herein and, except as otherwise expressly provided herein, is not\nintended to confer upon any other person any rights or remedies hereunder.\n\n11.   Counterparts. This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original and all of which together shall constitute one\nand the same document.\n\n\n                                       3\n\n\n\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this\n30th day of September, 1998 (the \"Effective Date\").\n\n\n24\/7 MEDIA, INC.\n\n\nBy:                                 \/s\/ David J. Moore        \n                                    -----------------------\nName:                               David J. Moore\nTitle:                              Chief Executive Officer\n\nE-mail address:                     dmoore@247media.com\n\n\nAMERICAN CITIES STUDIOS, INC.\n\nBy:                                 \/s\/ Ted Silverman\n                                    -----------------------\nName:                               Ted Silverman\nTitle:                              Chief Executive Officer\n\nE-mail address:                     Ted@amcities.com\n\n\nCYBERNET INTERNATIONAL CORPORATION\n\n\nBy:                                 \/s\/ Ted Silverman\n                                    -----------------------\nName:                               Ted Silverman\nTitle:                              President\n\nE-mail address:                     Ted@cyb.net\n\n\n                                       4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9613,9619],"class_list":["post-42398","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","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\/42398","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=42398"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42398"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42398"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42398"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}