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EXHIBIT NO. 6.11
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MEMORANDUM OF UNDERSTANDING BETWEEN INTEGRATED
SYSTEMS INTERNATIONAL, INC. AND LORAL CYBERSTAR, INC.
DATED MARCH 17, 2000.
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MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (hereinafter "MOU") is recorded on the 17th
day of March, 2000 between Integrated Systems International, Inc. with its
principal offices located at 570 Lexington Avenue - 45th Floor, New York, NY
10022 (hereinafter "ISI") and Loral CyberStar, Inc., a wholly-owned subsidiary
of Loral Space and Communications, organized under the laws of Delaware with
its registered office at 2440 Research Blvd, Rockville, MD 20330
(hereinafter "CyberStar") (hereinafter referred to singularly as a "Party" and
collectively as the "Parties").
WITNESSETH:
WHEREAS, ISI, a content aggregator, has developed and intends to provide
satellite based content delivery services on a world-wide basis;
WHEREAS, CyberStar provides satellite based telecommunications network services
to enterprises and Internet Service Providers ("ISPs") on a world wide basis;
and,
WHEREAS, CyberStar and ISI believe it would be in their mutual interest to enter
into an arrangement so that each party may benefit the other through the
delivery of text, multimedia - video, animation, and interactive video content
of international satellite-based, customer network solutions incorporating the
ISI services offerings.
NOW THEREFORE, the Parties hereto agree as follows:
1. PROPOSED AGREEMENT. It is the intention of the parties to endeavor to
reach an agreement whereby:
A. ISI will:
1.) provide CyberStar with ISI's Interactive ISP Interface
("III") for their national and international Internet
Service Provider's ("ISP");
2.) configure the III to meet the requirements of each ISP's
footprint, whether business or consumer; and,
3.) provide content for the interface on a national and
international basis to meet the demands of each consumer
and business base via each ISP where the content would be
in the form of text, multimedia - video, animation and
interactive video; and,
B. Cyberstar will:
1.) provide ISI with a local server with access to their
backbone for the delivery of ISI's updated interface for
ISP's nationally and internationally and/or through the
backbone to a local uplink for the delivery of the content;
2.) provide ISI with a local server with access to their
backbone for the sake of delivering ISI's content (as
described in ISI's Section A(3) of this MOU) to ISP's
locally and internationally and/or through the backbone to
a local uplink for the [Illegible]
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3.) provide access to CyberStar's technical support team for
systems integration, planning and implementation; and,
C. Both Parties will:
1.) Work on an agreeable share of revenues based on banner
ads, video ads and e-commerce.
2.) Investigate a relationship whereby an agreeable value of
company shares could be exchanged, which would give both
ISI and CyberStar flexibility in making and implementing
decisions mutually desirable to the outgrowth of each
other's business and revenue models.
2. [Illegible] shall endeavor to enter into a definitive Agreement, which
shall be contingent upon reaching mutually acceptable terms and
conditions concerning the matters set forth in this MOU.
3. NON-EXCLUSIVITY. Neither this MOU nor the Agreement is intended to
create an exclusive relationship between Parties and either
Party has the right to enter into similar arrangements with other
Parties.
4. DURATION OF MOU. If after six months from the date hereof, the
Agreement has not been executed, then this MOU shall terminate unless
extended by the Parties.
5. COST AND EXPENSES. Unless otherwise agreed, each Party shall bear its
own costs and expenses for preparation for and entering into the
Agreement.
6. LIMITATION OF LIABILITY. Neither Party is obligated to conclude any
agreement, in which [ILLEGIBLE].
7. CONFIDENTIALITY
a) Except as required by applicable law, any governmental or
regulatory authority, or court of competent jurisdiction, the
Parties agree to keep any discussions or agreements associated
with this MOU confidential and neither party shall publicly
announce or discuss the terms or conditions of any discussions
held or agreements contemplated or signed by and among the
Parties without the consent of the other Party, provided,
however, that the Parties may disclose the existence of a final
agreement for purposes such as marketing and public relations
without such prior approval.
b) Subject to the prior review and approval by CyberStar of any press
release, CyberStar hereby [ILLEGIBLE]
releases announcing that CyberStar and ISP have entered into a
non-binding Memorandum of Understanding for the purpose of
negotiating definitive agreements for the sale of streaming
media content services. Upon approval of the first such press
release, CyberStar shall participate with ISP in releasing such
a press statement.
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Memorandum of Understanding for the purpose of negotiating
definitive agreements for the sale of streaming media content
services. Upon approval of the first such press release, CyberStar
shall participate with ISP in releasing such a press statement.
8. PARTIES TO THE AGREEMENT. The Parties hereto understand that each Party,
at its own discretion, may designate the particular entity within its
corporate family, that is suited to carry out such Party's obligations
hereunder, to enter into the Agreement contemplated herein.
IN WITNESS WHEREOF, the Parties hereto have executed this MOU or have caused
this MOU to be executed on its behalf as of the date first set forth above.
INTEGRATED SYSTEMS INTERNATIONAL, INC. LORAL CYBERSTAR, INC.
/s/ Terrance Tierney /s/ David Puente
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Signature Signature
Terrance Tierney David Puente
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Name Name
President & CEO VP Business Development
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Title Title
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