Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of 294 1.14M
Securities Issued in a
Business-Combination Transaction
2: EX-10.1 Agreement 4 12K
3: EX-10.2 Rental Api Agreement 2 14K
4: EX-10.3 Moore Business Communications Service Agreement 6 27K
5: EX-10.4 Material Contract 4 17K
6: EX-10.5 Employment Agreement 10 30K
7: EX-10.6 Material Contract 2 11K
8: EX-23.4 Consent of Deloitte & Touche 1 8K
9: EX-23.5 Consent of Anchin, Block & Achin LLP 1 7K
EX-10.4 — Material Contract
| EX-10.4 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.4
eMarketplaces, Inc.
18 West 18th Street
New York, New York 10011
--------------------------------------------------------------------------------
iTract, LLC
18 West 18th Street
New York, New York 10011
Attn: Kevin Kerzner, Vice President
As of September 1, 1999
re: Agreement on use of the iTract System
Dear Kevin:
The following sets forth the terms of the understanding between
eMarketplaces, Inc. ("EMI") and iTract, LLC ("iTract") relating to the
utilization by EMI of the iTract System described below.
1. General. EMI currently utilizes an electronic directed marketing system
("Old EDM System") to offer goods and services to its customers. EMI
and iTract hereby agree, on the terms and conditions set forth below,
to replace for Miller Freeman's Merchandise- OnlineTM and George Little
Management's GLM MarketplaceTM and all future marketplaces, EMI's Old
EDM System with the proprietary iTract marketing system ("iTract
System"). EMI and iTract personnel shall promptly coordinate their
efforts in order for the iTract System to be fully operational for EMI
on or by January 1, 2000. The term of this Agreement is for a period of
three (3) years, through August 31, 2002.
2. Use of iTract System. EMI will provide use of the iTract System as part
of its standard package to its members. Among the iTract System
features to be included in the standard package are: (i) basic
unlimited email, subject to a maximum of 1,000 emails per use per
mailing; (ii) one thousand (1,000) free fax pages; and (iii) address
book functionality.
3. Special EMI Marketing Rates. EMI will maintain a separate user
identification account number to utilize the iTract System for its PR
press releases and other electronic marketing campaigns. EMI will be
charged the discount rate for usage set forth on Schedule A for EMI
members.
4. Promotion. EMI shall use its best efforts to promote the iTract System
to each EMI marketplace, and, without limiting the generality of the
foregoing, will take all action necessary to fully and finally effect
the integration of the iTract System with Miller
Freeman's Merchandise-OnlineTM, George Little Management's GLM
MarketplaceTM and other future EMI marketplaces (including trade show
hosts with which it may contract from time to time) in order to further
promote the iTract System. EMI and iTract shall also work together on
marketing and advertising campaigns. Additionally, EMI shall, at its
expense, promote and market the iTract System in its general marketing
material and on its website in a manner mutually acceptable to the
parties.
5. Private Labeling. iTract shall produce for EMI, at cost plus a mutually
agreed upon licensing fee from EMI, a special private label version
("Special Version") of the iTract System for Miller Freeman's
Merchandise-OnlineTM and George Little Management's GLM MarketplaceTM,
and for all future EMI marketplaces, which is to be made available only
to non-marketplace members.
6. Consideration. In consideration for installing and maintaining the
iTract System and supplying the iTract System services, iTract shall
receive the following:
(a) a base fee of $44.63 from EMI for each EMI member using the
iTract System that is not a marketplace member of Miller
Freeman's Merchandise-OnlineTM and George Little Management's
GLM MarketplaceTM or any other future EMI marketplaces;
(b) usage fees from EMI marketplace and non-marketplace members,
based upon the rates set forth on Schedule A attached hereto,
which may vary from time to time, but shall in all events be
discounted by at least ten (10%) percent from generally
advertised usage rates charged by iTract to retail customers.
7. Confidentiality. Each of the parties hereto is herewith executing and
delivering a Confidentiality Agreement relating to the relationship
described herein.
8. Representations and Warranties. Each party hereto represents and
warrants that it has the authority to enter into this Agreement and to
carry out the terms and conditions hereof, and that this agreement is
not in violation of any other agreement to which it is a party.
9. Further Assurances. Each party shall take all actions reasonably
requested by the other party in order to effectuate the purposes and
intent of this agreement.
10. Indemnification. Each party hereby agrees to indemnify and hold
harmless the other party from and against any and all damages or
deficiencies resulting from: (a) any misrepresentation or
non-fulfillment of any covenant or agreement on its part to be
performed contained in this agreement; and (b) any and all actions,
suits, proceedings, demands, assessments, judgments, costs or expenses
incident to proceedings or investigations or to the defense of any
claims related to any of the foregoing.
11. Miscellaneous.
(a) This agreement represents the entire and final agreement with
respect to matters contemplated herein and supersedes any
prior oral or written representations, warranties, covenants,
agreements or undertakings by either party of any nature
whatsoever with respect to the subject matter hereof. This
agreement shall not be amended to any extent except by a
writing executed by the parties.
(b) A waiver of any breach of any provision of this agreement must
be in writing and shall not constitute or operate as a waiver
of any other breach of such provision or of any other
provisions, nor shall any failure to enforce any provision
hereof operate as a waiver of such provision or of any other
provision hereunder.
(c) If any provision of this agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any manner
affect or render invalid or unenforceable any other severable
provision of this agreement, and this agreement shall be
carried out as if any such invalid or unenforceable provision
were not contained herein.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.
iTract, LLC eMarketplaces, Inc.
By: /s/ Kevin Kerzner By: /s/ Avi Dahan
-------------------------------- ------------------------------------
Kevin Kerzner, Vice President Avi Dahan, Executive Vice President
Schedule A
I. ITRACT FEES
A. Monthly System Maintenance Fee
EMI to pay $5,000 monthly maintenance fee. First year to be prepaid
within thirty (30) days of the signing of this Agreement.
B. License Fee
Each EMI Marketplace shall pay a license fee of $100,000. The license
fee shall not be payable directly in cash, but shall be payable instead
only out of waiver of commissions due to EMI from Itract based upon the
EMI Commission Schedule set forth in Section II below.
C. Member Pricing
Faxes
1-100,000------$.1125
100,000-250,000-----$.1050
250,000+-------$.098
E-Mails
-------
Packages of 10,000 E-Mails - $.02
D. Non-Member Rates
Non-Member rates shall be equal to regular Itract Customer Rates (See
Schedule B)
II EMI ROYALTY COMMISSION SCHEDULE
Subject to the terms of Section Ib above, each EMI Marketplace shall be
entitled to a royalty commission on revenues earned by Itract arising
out of the services provided by Itract to such Marketplace under this
Agreement.
Royalties and pricing subject to modification, upon thirty (30) days
written notice based upon changes in business conditions as determined
Itract Senior executives and agrees upon by eMarketplaces.
Agreement as follows:
(a) $.0025 per e-mail.
(b) $.0025 per fax.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 8/31/02 | | 1 | | | | | None on these Dates |
| Filed on: | | 1/24/01 |
| | 1/1/00 | | 1 |
| | 9/1/99 | | 1 |
| List all Filings |
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