EXHIBIT 10.4
WIRELESS CABLE INTERNET
REVENUE SHARING AGREEMENT
This is an Agreement to share the revenue from Internet access using the PeRKInet(TM) System between Internet Ventures, Inc., a California corporation, ("Ventures") and American Telecasting of Medford, Inc. ("ATM"), a wireless cable television operator, according to the terms and conditions set forth below as of this date October 8, 1997 (the "Agreement").
Recitals
WHEREAS, ATM provides wireless cable television service to residential and commercial customers in the Medford, Oregon area;
WHEREAS, ATM would like to offer high speed Internet access to its customers;
WHEREAS, Ventures can provide Internet access through wireless cable television systems using its PeRKInet(TM) system;
WHEREAS, ATM would like Ventures to install and maintain a PeRKInet system in tile ATM headend utilizing the frequency on the MDS-2A, call sign KNSC239, to provide high speed Internet access to ATM's customers;
Agreement
NOW THEREFORE, in consideration of the premises and mutual dependent promises hereinafter set forth, the parties hereto agree as follows:
1. Equipment: Ventures will provide tile equipment necessary to transmit data from the Internet through the ATM's wireless cable system. The equipment that Ventures provides will remain Ventures' sole property.
During the term of the Agreement, Ventures will be responsible for operating and maintaining the equipment. ATM will provide Ventures with reasonable access to the equipment during normal business hours and at other times as the parties shall mutually agree.
Ventures will be responsible for removing the equipment from the ATM property within thirty (30) days after this Agreement terminates. When Ventures removes its equipment, it will return any of ATM's equipment that Ventures modified to its original condition. Ventures shall
grant ATM a purchase option to acquire the transmit equipment, used on Station KNSC23 9, at fair market value within sixty (60) days from the termination of this Agreement.
Ventures will indemnify ATM for any damage that Ventures or its employees cause to ATM's equipment. Correspondingly, ATM will indemnify Ventures for any damage that ATM or its employees cause to Ventures' equipment.
2. Revenue: Ventures will charge its residential customers fourteen dollars and ninety-five cents ($14.95) per month plus any applicable taxes for access to the PeRKInet(TM) system. ATM shall receive twenty percent (20%) of the pretax amount ($2.99) and the remaining eighty percent (80%) shall remain with Ventures ($11.96). For business customers, Ventures will charge ninety five dollars ($95.00) per month plus any applicable taxes, which will include two IP addresses, for additional IP addresses up to a maximum of twenty there will be a ten dollar ($10.00) charge, plus any applicable taxes, per IP address. ATM shall receive forty percent (40%) of the pretax amount for business customers and the remaining sixty percent (60%) shall remain with Ventures.
3. Payment Terms: Venture's payment to ATM will be due thirty (30) days from the date that Ventures bills its customers for the PeRKInet(TM) service.
4. Late Charges: Payments that are more than thirty (30) days past due will accrue interest at the rate of one and one-half percent (1.5%) per month.
5. Marketing: ATM and Ventures will jointly market the PeRKInet"I service. Ventures will market PeRKInet by advertising it to the members of its local Internet Service Provider ("ISP") and other computer users. ATM will provide one hundred (100) minutes of avails per month of video commercials or will contribute an equivalent amount of advertising through the use of bill stuffers, billing messages, bang tail envelope messages or audio commercials or other items which may be of no cost to ATM. Ventures shall reimburse ATM for any bill stuffers which exceed one (1) ounce in weight and which cause additional postage fees to be paid in order to deliver customer bills.
6. Term: This Agreement will run for a term of three years. At the end of this term the Agreement will automatically be renewed for additional one year terms unless either party gives written notice to the other at least ninety (90) days prior to the Agreement's anniversary of that party's intention not to renew.
7. Termination: Either party may terminate the Agreement upon the occurrence of any of tile following:
(a) the other party shall (i) seek the liquidation, reorganization, dissolution or winding up of itself (other than dissolution or winding up for the purposes of reconstruction or amalgamation) of tile composition or readjustment of all or substantially all of its debts, (ii) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee
-2-
or liquidator of itself or of all or substantially all of its assets, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the United States Bankruptcy Code, (v) file a petition seeking to take advantage of any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or readjustment of debts, or (vi) adopt any resolution of its Board of Directors or stockholders for the purpose of effecting any of the foregoing; or
(b) a proceeding or case shall be commenced without the application or consent of the other party and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the following shall be entered and continue unstayed in effect, for a period of ninety (90) days from and after the date service of process is effected upon the other party, seeking (i) its liquidation, reorganization, dissolution or winding up, or the composition or readjustment of all or substantially all of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of itself or, of all or substantially all of its assets, or (iii) similar relief under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or readjustment of debts; or
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.