VIDEO CONTENT marketing
AGREEMENT
This Video
Content Marketing Agreement (the "Agreement") is entered into on
March 13 , 2007 as of the 1st day of July, 2006 by and
between Traffix, Inc., a Delaware corporation and its various
operating divisions including an internet marketing division
operated under the name Encyclomedia (“ENCLYCLOMEDIA”),
with a principal place of business at One Blue Hill Plaza, Pearl
River, New York 10965 (“Licensee") and Madacy Entertainment
LP, with an address at 3333 Graham Boulevard, Suite 102, Montreal,
Quebec, Canada (“Licensor”).
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“
Encyclomedia Business ” means the online
encyclopedia information business of Encyclomedia. For greater
certainty, the foregoing information business comprises the
information website(s) containing informative narrative
descriptions on various topics of information with corresponding
short clips of related video content.
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LICENSOR RIGHTS AND OBLIGATIONS.
Licensor shall:
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provide to
Licensee the video content (“Content”) as set forth on
Schedule A annexed hereto in DVD, CD or other mutually acceptable
format, along with all packaging and documentation included with
the retail version, if any, of the Content. If such exists,
Licensor shall provide to Licensee a written transcription of the
narrative portion of the Content or alternatively, Licensee may
transcribe the spoken words or use such textual material it elects
for use on the Website.
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during the Term
hereof, continue to make available to Licensee such additional new
Content as it has available for licensing from time to time. The
parties hereto acknowledge that Licensor is in the business of
distributing licensed video content to brick-and-mortar retail
channels and, as a consequence, may not be entitled to include any
or all additional content to the Content under the present
Agreement.
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The parties
hereto acknowledge and agree that Licensor shall be required, from
time to time, to withdraw Content licensed hereunder from the
present license due to the expiry of Licensee’s rights to the
Content, the withdrawal or retraction of Licensor’s rights to
sublicense the Content to Licensee and such other reasons as may
occur from time to time (which may not include any deliberate
prejudicial actions by Licensor but may include the commencement of
any financial obligations of Licensor to a third party for the
rights to sublicense to Licensee). The parties hereto agree that
Licensor shall not be responsible for any costs, expenses or other
damages which Licensee may incur as a result of any such loss of
use of any Content. For greater certainty, Licensee’s sole
recourse against Licensor hereunder shall be limited to a
suspension of Licensee’s obligations as set forth under
Section 3 below.
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LICENSEE RIGHTS AND OBLIGATIONS.
Licensee agrees:
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at its sole
expense, to use reasonable efforts to display, market and advertise
the Content on Licensee’s internet-based Website(s).
Presently, the website is operated under the brand
“Encyclomedia,” with a website located at
www.encyclomedia.com . Such marketing services shall be
provided by Licensee without fee or charge to Licensor (ie. all
revenue from retail sales, licensing, etc. resulting from marketing
on th
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