Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 69 351K
2: EX-2.1 Plan of Reorganization 8 56K
3: EX-3.1 Articles of Incorporation 4 32K
4: EX-3.2 Articles of Incorporation 1 17K
5: EX-3.3 Articles of Incorporation 16 75K
6: EX-3.4 By-Laws 18 86K
7: EX-10.1 Material Contracts 58 245K
16: EX-10.10 Material Contracts 18 76K
17: EX-10.11 Material Contracts 4 30K
18: EX-10.12 Material Contracts 4 30K
19: EX-10.13 Material Contracts 4 30K
20: EX-10.14 Material Contracts 4 30K
21: EX-10.15 Material Contracts 4 30K
22: EX-10.16 Material Contracts 4 31K
23: EX-10.17 Material Contracts 4 30K
24: EX-10.18 Material Contracts 17 66K
25: EX-10.19 Material Contracts 4 30K
8: EX-10.2 Material Contracts 13 53K
26: EX-10.20 Material Contracts 4 30K
27: EX-10.21 Material Contracts 4 30K
28: EX-10.22 Material Contracts 4 30K
29: EX-10.23 Material Contracts 4 30K
30: EX-10.24 Material Contracts 4 30K
31: EX-10.25 Material Contracts 4 30K
32: EX-10.26 Material Contracts 3 26K
33: EX-10.27 Material Contracts 3 27K
34: EX-10.28 Material Contracts 4 30K
35: EX-10.29 Material Contracts 4 30K
9: EX-10.3 Material Contracts 30 127K
36: EX-10.30 Material Contracts 4 30K
37: EX-10.31 Material Contracts 4 30K
38: EX-10.32 Material Contracts 4 30K
39: EX-10.33 Material Contracts 4 30K
40: EX-10.34 Material Contracts 4 30K
41: EX-10.35 Material Contracts 4 31K
42: EX-10.36 Material Contracts 4 31K
43: EX-10.37 Material Contracts 4 30K
44: EX-10.38 Material Contracts 2 22K
45: EX-10.39 Material Contracts 3 26K
10: EX-10.4 Material Contracts 30 126K
46: EX-10.40 Material Contracts 3 26K
47: EX-10.41 Material Contracts 3 27K
48: EX-10.42 Material Contracts 1 19K
49: EX-10.43 Material Contracts 18 82K
50: EX-10.44 Material Contracts 16 77K
51: EX-10.45 Material Contracts 13 55K
52: EX-10.46 Material Contracts 8 38K
53: EX-10.47 Material Contracts 30 110K
54: EX-10.48 Material Contracts 17 75K
55: EX-10.49 Material Contracts 17 81K
11: EX-10.5 Material Contracts 10 40K
56: EX-10.50 Material Contracts 3 23K
57: EX-10.51 Material Contracts 6 33K
58: EX-10.52 Material Contracts 3 29K
59: EX-10.53 Material Contracts 80± 299K
60: EX-10.54 Material Contracts 9 51K
12: EX-10.6 Material Contracts 10 40K
13: EX-10.7 Material Contracts 8 45K
14: EX-10.8 Material Contracts 7 36K
15: EX-10.9 Material Contracts 12 59K
61: EX-21.1 Subsidiaries 1 14K
62: EX-27 Financial Data Schedule 1 16K
EX-10.50 — Material Contracts
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EXHIBIT 10.50
DEAL MEMO
The following memorializes the agreement between WhatsHotNow.com, Inc., (WHN")
and Stan Lee Media, Inc. ("Client") as of August 1, 1999, regarding the creation
of the Client's official online store, according to the following terms and
conditions:
1. Design, Host & Operate Online Stores. WHN shall design and host an
electronic, online store ("Client Store") that shall be accessible from
Client's official website and WhatsHotNow.com. Client shall have
approval over the use and placement of Client's name, likeness,
trademarks and other intellectual property. WHN shall be responsible for
the information architecture of the site. WHN shall: (i) provide secure
transaction processing; (ii) fulfill and ship all orders, (iii) provide
customer service support, (iv) provide Client with sales data; and (v)
be responsible for maintaining the design and functionality of the
stores.
2. Creation of Unique Merchandise. Subject to Client's approval in each
instance, and existing third party licenses, WHN shall have the
non-exclusive right to utilize Client's image, likeness, characters and
brand identity for the manufacture and sale of consumer products in the
Client Stores.
3. Third Party Products. Client shall provide any and all merchandise owned
or controlled by Client to WHN on consignment. Client shall use best
efforts to enable WHN to acquire merchandise from licensees on the best
terms possible including but not limited to: consignment, and with an
exclusive window to sell new releases.
4. Collectibles and Memorabilia. Client shall provide WHN with collectibles
and memorabilia suitable for sale, auction, or promotion in the Client
Store.
5. Exclusivity. The Client Store shall be Client's only official online
store. The Client Store shall, subject to pre-existing agreements, be
the only exclusively online retailer authorized to sell Client
merchandise.
6. Revenue Sharing and Link Commission.
o On merchandise acquired by WHN, WHN shall pay Client 100% of the Net
Proceeds after deducting a management fee equal to 23% of Gross
Retail sales.
o On merchandise consigned to WHN by Client, WHN shall pay Client 100%
of the Net Proceeds after deducting a management fee equal to 18% of
Gross Retail Sales.
o On unique consigned merchandise (signed, exclusive, or limited
editions): WHN shall pay Client 100% of the Net Proceeds after
deducting a Management Fee equal to 9% of Gross Retail Sales.
o WHN shall pay Client a 10% affiliate commission according to WHN's
standard affiliate terms for all sales of non-Client Store
merchandise directly attributable to links from Client's website to
WhatsHotNow.com.
o Net Proceeds is based on the actual amount charged the customer less
tax, actual shipping and handling, credit card processing, cost of
goods if applicable, third party commissions if applicable, and the
WHN management fee.
o Gross Retail Sales is the actual amount charged the consumer and
collected by WHN.
o All accounting shall be made within 30 days of the end of each
calendar quarter.
o Client shall have approval over pricing for all consigned
merchandise.
7. Marketing and Promotion. Client shall use its best efforts to promote
and drive traffic to Client's official website and the Client Store. On
a minimum of 10 days per year, the Client Store shall be featured on the
home page of WhatsHotNow.com, and on a minimum of 10 days per year, one
or more products from the Client Store shall be featured on the home
page of WhatsHotNow.com. On the confirmation email confirming any
purchase consisting exclusively of Stan Lee Products, such email shall
include a promotional link to the Stan Lee community home page. The
Client Store shall promote and link to the home page of WHN and Client's
official website in a manner to be mutually approved by the parties.
8. Term. The first 90 days of this Agreement shall be considered a trial
period wherein either party may terminate at any time, thereafter the
term shall be 1 year and renew automatically for additional one-year
periods unless either party notifies the other in writing of its
intention not to renew 90 days prior to the then-current termination
date.
9. Customer Database. Client shall own the customer database created by
sales generated in the Client Store from Client's Website; provided,
however, that WHN shall have the perpetual right to use and exploit such
customer database created hereunder in connection with stores owned
and/or managed by WHN. WHN agrees that it shall not have the right to,
and shall not, sell, rent, lease, license or otherwise disseminate such
customer database to any third party or otherwise exploit the customer
database except as permitted pursuant to this Agreement.
10. Audit. Client shall have the right to audit WHN's books and records
relating directly to the Client Store. No such audit shall occur more
than once in any twelve-month period, and shall be at Client's sole
expense and only during WHN's regular business hours after giving WHN
reasonable notice. If, after an audit, it is determined that there is a
greater than five percent (5%) difference in WHN's favor between what
was paid to Client and what should have been paid to Client, then WHN
shall pay the cost of the audit, including reasonable accountant and
attorney fees. If, after completion of an audit, Client does not
commence an action within 90 days in connection with the audited
statements, such statements shall be deemed correct, conclusive and
binding.
11. Press Releases. Client and WHN shall have mutual approval over any press
releases by either of them relating specifically to Stan Lee Media
and/or WhatsHotNow.com. Notwithstanding the foregoing, neither company
shall be restricted from incidental mentions of the other in its
marketing or publicity materials as part of a listing of its clients or
vendors.
12. More Formal Agreement. The parties anticipate entering into a more
formal agreement. Until such time, this Deal Memo Agreement shall
legally bind the parties and govern the relationship.
Understood and Agreed
WHATSNOTNOW.COM, INC. STAN LEE MEDIA, INC.
By: /s/ By /s/ GILL CHAMPION
----------------------------- ---------------------------------
Its Its Chief Operating Officer
------------------------- -----------------------------
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10KSB’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/20/00 | | | | | | | None on these Dates |
| For Period End: | | 12/31/99 |
| | 8/1/99 | | 1 |
| List all Filings |
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