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DRAFT Letter of Intent 2007-07-08 Introduction This is a DRAFT Letter of Intent (LOI) between Larry Green (LG) and Cory Dorrough (CD). LG and CD desire to enter into a business relationship as outlined in this LOI. This LOI provides a basis for negotiations and does not constitute the final agreement between LG and CD. The goal of this overall agreement is for LG and CD to form a partnership: PosterGiant. LG will retain a 2/3’s share and CD will share in 1/3 of all PosterGiant business profits. Definitions "Merchant Accounts" are the accounts that accept payment, such as PayPal, Visa, MasterCard, Amazon Payments, etc. "The Channels" are eBay, Amazon.com and other sales and marketing channels (potentially Yahoo!, Google Base, etc.). "eCommerce COTS" is any eCommerce Commercial Off The Shelf Software (such as ShipWorks, MarketWorks, ChannelAdvisor, etc.) that will be used in the day to day operations of the PosterGiant channels or the PosterGiant web site. "ACC": Alan Czerkies Company. LG has arranged under a separate agreement to obtain Posters from ACC, which LG intends to sell through the channels and the future PosterGiant.com website. "PosterGiant" is the intended DBA name for the entity that will sell posters through the channels and eventually through a PosterGiant.com website. The PosterGiant.com domain name is currently owned by ACC, who is expected to license or otherwise make it available to LG. Desire to enter into a business agreement Parties to the agreement are Larry Green (LG) and Cory Dorrough (CD). LG and CD desire to enter into a mutually beneficial business agreement. Time is of the essence, and both parties desire to do some preliminary work before a final contract is drafted, negotiated and signed. This LOI is intended to protect both party's interests during the period commencing with the signing date of this LOI until either a final contract is signed, or until midnight, July 25th, 2007 (the "drop dead date"). If no contract between LG and CD has been signed by the drop dead date, then all obligations and intents outlined in this LOI are vacated, and each party will hold the other blameless for any activities conducted during that time. Initial Description of the Intended Business Agreement The following sections of the LOI describe the nature of the business relationship that LG and CD intend to enter. All of these points are subject to negotiation (including modification, deletion and addition of new points). LG Responsibilities LG obtains, pays for the first month leasing of both auction software accounts (to be reimbursed in first month of income). All future payments will come out of the PosterGiant account for each of The Channels. LG obtains any necessary Merchant Accounts to be paid out of PosterGiant account. LG authorizes and will provide necessary credentials for CD to access The Channel accounts in order to implement the day to day operations for PosterGiant. LG authorizes and will provide necessary credentials for CD to access The Merchant accounts in order to implement the day to day operations for PosterGiant. LG is responsible to ensure ACC allows CD access to ACC's warehouse, inventory and fulfillment operations. It is expected this will happen through the use of a mutually agreeable eCommerce COTS. LG will arrange with ACC to obtain rights to use the PosterGiant.com domain name for the purposes of selling posters and other items. LG, possibly in conjunction with ACC, will make the final determination of which eCommerce COTS will be purchased and used. LG will obtain posters for sale through services provided by ACC. These terms are in a separate agreement between LG and ACC. LG is responsible on a day-to-day basis for the choosing the particular posters for sale and for selecting how many of each poster will be offered for sale through each of the supported channels. LG and/or ACC retains trademarks for PosterGiant. LG is allowed to use, in perpetuity, the software and customizations CD has delivered to LG for use with PosterGiant.com. LG may modify and improve the software for its own use, but LG may not sell, lease, rent or otherwise make available the custom software provided by CD to any third party. LG agrees to pay CD 33 1/3% of all profits on a monthly basis after expenses, taxes and insurance. LG shall pay CD on a monthly basis, payment for a month due by ten business days after the close of business for that month. LG will provide, on an as needed basis, any customer support, including emails, phone calls, etc., requiring Larry Green’s expertise in posters, shipping problems or other related customer issues until such time that CD will be able to assume such responsibilities (CD will assume full responsibilities in no less than one year for the date of this contract.) Under no circumstances will either party let any issues spill over to ACC. CD Responsibilities CD expects to provide the following services as part of PosterGiant: Investigate eCommerce COTS options and present a recommendation to LG and ACC. Maintain listing, re-listing, shipping and all input data for each of The Channels. Once LG has decided on and procured the eCommerce COTS, CD will setup, configure and otherwise customize the software to work in the LG and ACC environments. Setup regular backup of the data (orders, inventory, etc.) for the System of Record and provide recovery plans. CD is responsible for all graphic design for PosterGiant including the template for all auctions and the main website. Provide a disaster recovery plan. Provide customer support services including emails, phone calls from purchasers and potential customers. CD will hire, at his own expense, any and all support personnel need to adequately carry out these responsibilities. Configuration of VPNs and other network services so that CD, LG and ACC can connect to the eCommerce COTS to conduct operations. Provide custom software as necessary and as directed by LG to automate business processes for LG and ACC. E.g., this may include implementing software that takes product feeds from ACC and uploads them to LG's eBay, Amazon and other shopping sites. Maintain and ensure the eCommerce COTS is running at a high level of availability. Creates, maintains and updates any customizations, templates etc. with upgrades to software. IT Help desk for issues regarding use of the eCommerce COTS or customizations CD has provided to that. It is expected that once the eCommerce COTS is setup to allow LG to sell posters through the identified channels (eBay and Amazon to start), that LG may engage CD to create a web site that allows LG to sell posters over the web directly from PosterGiant.com. Handle upgrades of the eCommerce COTS to ensure PosterGiant operations remain as smooth as possible (includes upgrade planning, testing (if possible), backups, rollback strategy, updates to customizations to accommodate new software etc.). PosterGiant retains intellectual rights to all software CD develops under this agreement. In turn, CD and LG agree not to market, sell, share or lease any of the software CD develops with the PosterGiant.
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