EXHIBIT 10.1
EXCLUSIVE MARKETING AGREEMENT
THIS EXCLUSIVE MARKETING AGREEMENT (this "Agreement") is
entered into this 2nd
day of February, 2004 (the "Effective Date"), between SUNNCOMM TECHNOLOGIES,
INC. a Nevada corporation having its principal
place of business located at 668
North 44th Street, Suite 248, Phoenix, Arizona 85008 ("SunnComm"), and QUIET
TIGER, INC., a Nevada corporation having
its principal place of business located
at 668 North 44th Street, Suite 233,
Phoenix, Arizona 85008 ("Licensee).
RECITALS
WHEREAS SunnComm has developed and owns intellectual property rights to
proprietary copy control technologies used for the protection of enhanced
audio-only and audiovisual compact discs (hereinafter "CD(s)") and enhanced
audio-only and audiovisual digital video
discs (hereinafter
"DVD(s)"), as more
particularly described on Exhibit "A"
attached hereto.(the "SunnComm Products");
and
WHEREAS SunnComm and Licensee previously entered into that certain Asset
Purchase Agreement, as amended, dated November 15, 2002, that, among other
things, granted to Licensee an exclusive right of first refusal to license
existing or future-developed SunnComm technologies and products
for purposes of
Marketing; and
WHEREAS Licensee desires to exercise its right of first refusal and whereby
Licensee will be granted an exclusive
license to distribute,
market, advertise,
and sublicense the "SunnComm Products throughout the Territory (as
described
below) upon the terms and conditions set
forth herein.
AGREEMENT
1. GRANT OF RIGHTS. SunnComm hereby grants to Licensee an exclusive,
non-transferable right and license throughout the Territory to distribute,
market, advertise and sublicense the
SunnComm Products throughout the Territory
during the Term. Licensee is further granted an assignment of all revenues
derived from the following:
a. that certain Copy Protection Agreement dated May 30, 2003, by and
between SunnComm, as Licensor, and BMG Music, as Licensee, and
b. that certain Technology License Agreement dated December
2, 2003, by
and between SunnComm, as licensor and Sonopress, L.L.C., as Licensee,
and
c. that certain Software
Licensing Agreement dated January 12, 2004,
by
and between SunnComm, as Licensor and Immediatek, Inc. as
Licensee.
d. This Agreement shall remain exclusive so long as Licensee pays
SunnComm a
minimum monthly royalty of One Hundred Thirty Eight
Thousand Dollars per
month to be applied
against current and
future
royalties owed SunnComm, and a monthly administrative support fee of
Twelve Thousand
Dollars ($12,000). SunnComm shall pay an interest
charge of five percent
(5%) to be
applied against the advance on
future royalties.
2. TERM. The term of this Agreement shall commence upon the date hereof and
shall continue in perpetuity
except as otherwise
provided in this
Agreement.
(the "Term").
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3. TERRITORY. The territory shall be the
world (the "Territory").
4. LICENSE FEE. Upon the execution of this Agreement, Licensee shall pay
SunnComm an initial license fee (the "License Fee") of Two Million and
Thirty
Thousand Dollars ($2,030,000) payable as
follows:
a. Licensee shall issue to
SunnComm 64,000,000 shares of the common stock
of Licensee (the "Shares") based upon a value of $.03 per
share. The
Shares shall bear a restrictive legend in accordance with the rules
and
regulations of the
Securities and Exchange Commission, shall be
non-assessable
and free and clear of any and all liens and
encumbrances;
b. Licensee agrees to register the Shares with the Securities and
Exchange Commission
on Form SB-2 in accordance with a plan of
Marketing to the SunnComm shareholders upon thirty (30) days written
notice from SunnComm to Licensee.
c. Licensee shall assume an
obligation in the
approximate amount of
One
Hundred and Ten Thousand Dollars ($110,000) of SunnComm to Artie
Ripp
for consulting services rendered to SunnComm.
5. MARKETING AND CONSULTING STAFF. As a condition to the
effectiveness of
this
Agreement, it is further agreed between the
parties hereto that William Whitmore
and Michal Aviel shall resign their
respective positions with SunnComm and enter
into an employment arrangement with Licensee upon terms acceptable to the
parties hereto. Further, Artie Ripp shall enter into a mutually acceptable
consulting agreement with Licensee.
6. ROYALTY. Licensee shall pay a royalty to SunnComm
equal to sixty
percent
(60%) of any and all gross licensing
revenue earned by
Licensee with respect to
the SunnComm Products until Licensee exceeds
Three Million Six Hundred Thousand
Dollars ($3,600,000) in annual gross
licensing revenue.
Thereafter,
Licensee
shall pay SunnComm a royalty equal to fifty percent (50%) of any and all
gross
licensing revenue earned by Licensee with
respect to the SunnComm Products.
7. MARKETING COSTS AND EXPENSES. Except as otherwise set forth in this
Agreement, Licensee shall be responsible for all of its marketing
costs and
related expenses.
8. MAINTENANCE AND SUPPORT.
SunnComm hereby agrees
to maintain and support the
SunnComm Products, and to provide upgrades,
modifications and
enhancements to
Licensee at SunnComm's sole cost and
expense.
9. REPRESENTATIONS AND WARRANTIES OF
SUNNCOMM. SunnComm
represents and warrants
to Licensee that it owns all right,
title and interest in and to the
SunnComm
Products, has full authority to enter into this
Agreement and
effectuate the
transac
