Unassociated Document


    EXHIBIT 10.1

     

     

     

      
        

      

    

     

    
       

      STRATEGIC
MEDIA AGREEMENT

       

      
        	
                CLIENT
      INFORMATION

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                NXOI.OB

              
	
                CAMPAIGN
      ID:

              	 
      	
                SYMBOL
      & EXCHANGE

              
	
                Next
      One Interactive, Inc.

              	 
      	
                none

              
	
                COMPANY

              	 
      	
                CORPORATE
      WEBSITE URL

              
	
                Bill
      Kerby

              	 
      	
                www.nxoi.com

              
	
                CONTACT
      NAME

              	 
      	
                IR
      WEBSITE URL

              
	
                2400
      North Commerce Pkwy Suite 105

              	 
      	
                954
      888 9779 Ext. 8980

              
	
                ADDRESS
      1

              	 
      	
                TELEPHONE,
      CORPORATE

              
	 
      	 
      	 
      
	
                ADDRESS
      2

              	 
      	
                TELEPHONE,
      CONTACT DIRECT

              
	
                Weston,
      FL 33326

              	 
      	
                954
      888 9082

              
	
                CITY/STATE/ZIP

              	 
      	
                FAX

              
	
                USA

              	 
      	
                bkerby@nxoi.com

              
	
                COUNTRY

              	 
      	
                EMAIL

              


      

      


      
        	
                CAMPAIGN,
      NEWSWIRE & DISTRIBUTION

              
	
                NETWORK:

              	
                MUNCmedia
      Global Network

              	
                NEWSWIRE
      PROVIDER:

              	
                 GlobeNewswire

              
	
                CAMPAIGN
      TYPE:

              	
                Cost-per-View
      (CPV) on online Financial and Investment Portals, Publishers, websites,
      newspapers, magazines

              	
                REACH
      / DISTRIBUTION:

              	
                10,000,000
      views  (10 million)

              
	
                START
      DATE:

              	
                TBD

              	
                END
      DATE:

              	
                TBD

              
	
                RATE:

              	
                $.20
      Cost Per View

              	
                TOTAL
      $USD:

              	
                See
      Below – Payment obligations

              


      

      


      
        	 
      SPECIAL
      INSTRUCTIONS
	
                CATEGORY:

              	
                Travel

                Real
      Estate

                Auctions

                Merchandise/Service

                Other
      (upon MUNC
      approval)

              	
                OTHER:

              	
                See:” OTHER
      MUNC NETWORK & MEDIA SERVICE SUPPORT”

              
	
                SUB-CATEGORY:

              	
                Includes
      all sub-categories

              	 
      
	
                Inventory
      Expiration

              	
                2
      years (24 months)

              	 
      


      

       

      
 

      
      

       

      
        	 	Please fax completed
      document to 1 425 671-0669	Page 1 of
7	INITIAL
    _____


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	 
      OTHER
      MUNC NETWORK & MEDIA SERVICE SUPPORT
	 	 
	
                 MUNC
      Obligations

              	
                ·    
      All MUNCmedia Network Media Costs (Up to
$2,000,000.00)

                ·    
      All MUNCmedia media Production cost (up to $200,000)

                ·    
      Creative Development

                ·    
      Real-Time online log-in for tracking and analytics

                ·    
      Monthly data reporting

                ·    
      Administrative Support

                ·    
      Productions Support

                ·    
      Media Support

                ·    
      Client Services Support

                ·    
      Analysis and Tracking
Support

              


      

      


      


      
        	 
      PAYMENT
      OBLIGATIONS
	
                NextOne
      Interactive PAYMENT TERMS

              	
                Due
      Upon Signing/invoicing (for all MUNC strategic partnership
      obligations)

                ·     
      1,333,000 shares of 144 restricted stock

                ·     
      667,000 shares of free trading registered stock.  NXOI
      will file the necessary S-1 as soon as possible so that the free trading
      stock can be issued within 2 months of signing of the
      document.  MUNC will make every effort to dispose of stock in a
      non-disruptive manner so as to not materially impact the stock price to
      the negative.  MUNC will provide advance notice to NXOI in
      advance of selling any material blocks of stock.  MUNC
      recognizes it is in our own best interest as well as the best interest of
      NXOI to carefully manage the disposition of any of NXOI
      stock.  In the event that the S-1 is not filed and the free
      trading stock cannot be issued, MUNC may cancel the contract and NXOI
      would owe the pro-rated, cash equivalent due at that time.

                Warrants

                ·     
      1 million cashless warrants exercisable at $1 for 5 years, minimum
      vesting over 2 years, quarterly, 50,000 in the first quarter, 50,000 in
      the second quarter, and 150,000 each quarter thereafter

                ·     
      Vesting of warrants will accelerate based on achievement towards 2
      year revenue goal of $5 million (quarterly goal of $500,000 per quarter
      Year 1, $750,000 per quarter year 2)

                ·     
      Achievement towards quarterly revenue goal as a percentage of total
      revenue goal, multiplied by warrants earned in the quarter will determine
      how many warrants will be issued at $.01 vs. $1.00 cost.

                ·     
      At any time during the term of this contract, remaining unvested
      cashless warrants may be called at $1.00

                Long-term
      Gross RevShare splits

                Ad
      Sales: Pre-Roll / Post-Roll / Mid-Roll / Banner Placement

                ·      60%/40%
      split with 60% going to the party that sold the advertising

                Inventory
      Sales:

                ·     
      Travel and Real Estate:  30% of NXOI commission paid to
      MUNC

                Other
      Revenues/ Fees:

                ·      50%/50%
      profits less hard-cost

              


      

       

       

      
         

        
          	 	Please fax completed
      document to 1 425 671-0669	Page 2 of
7	INITIAL
    _____


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      ACKNOWLEDGEMENTS
AND WARRANTIES:

       

      
        	
                1.

              	
                A
      registered MUNCmedia client submitting material to MUNCmedia for media
      distribution ("Company") grants MUNCmedia the right to reproduce,
      distribute, publish, disseminate, translate and create derivative works
      from the material submitted. Company warrants and represents that the
      content of all materials submitted to MUNCmedia will be accurate,
      up-to-date, complete and original; that such material will be fully
      compliant with applicable securities laws and regulations, including
      without limitation, Regulation FD, applicable insider trading laws and
      regulations and any other state or federal securities laws or regulations,
      including without limitation the Securities Act of 1933, as amended, and
      the Securities Exchange Act of 1934, as amended; that Company owns or is
      an authorized licensee of the material provided to MUNCmedia for media
      distribution; that the material will not violate or infringe upon any
      copyright, trademark, or other intellectual property, proprietary,
      personal, privacy, or other rights worldwide of other persons; that the
      material does not contain anything libelous or defamatory or any viruses,
      scripts, macros or programs, or links to scripts, macros or programs; that
      the material has been publicly disclosed via a news wire service; and that
      the material otherwise complies with all applicable laws and regulations.
      Company further warrants and represents that all recipients included on
      any third party distribution list provided by Company to MUNCmedia have
      expressly consented to receive advertising and/or promotional
      communications messages from Company. MUNCmedia reserves the right to
      refuse copy deemed inappropriate or not properly sourced. Clients may be
      revoked for violation of MUNCmedia Terms and Conditions or Terms of Use.
      MUNCmedia reserves the right to change prices and product/coverage
      specifications without notice. Company understands and agrees that
      material submitted to MUNCmedia for distribution and any other use of
      MUNCmedia services are also subject to the Terms of Use. Client agrees to
      indemnify and hold harmless MUNCmedia and its officers, directors and
      employees from and against any claims, liabilities, damages, loses or
      actions based upon or arising from any breach of or inaccuracy in any of
      the foregoing representations and
warranties.

              


      

       

      
        	
                2.

              	
                Payment Terms: First
      usage must be paid in advance by wire transfer, check or credit card
      unless other prior arrangements are made. The fees that correspond with
      wire transfer are the responsibility of Company. Payment terms thereafter
      are net due upon receipt, and charges become overdue after 30 days. If the
      account becomes delinquent, Company acknowledges and agrees that MUNCmedia
      may demand payment of the balance owed in full, with accrued interest
      according to applicable laws and late charges. If Company’s banking
      institution does not honor any payment to MUNCmedia due to insufficient
      funds, Company agrees to pay MUNCmedia a processing fee equivalent to US
      $100.00 per incident. In the event of a default on the balance owed,
      Company agrees to pay all costs of collection, including legal fees and
      costs, which are incurred by MUNCmedia or its agents. In addition, Company
      acknowledges that any special considerations on pricing or service may be
      negated upon default of balance owed. In the event of litigation or
      arbitration to enforce the terms or conditions of this Agreement, the
      prevailing party will be entitled to recover from the other party its
      costs and fees, including reasonable legal
fees.

              


      

       

      
        	
                3.

              	
                * Payment Obligations In
      the event that the stock issued to MUNCMedia hereunder decreases in value
      by 40% or more (based on the average of the closing bid and ask 
      price on the date of measurement) at any time during the 6-month period
      following the date hereof, the number of views required to be delivered b
      MUNCMedia hereunder shall be proportionate reduced by the same
      percentage.  For example, if the value of the stock decreases by 25%
      in the month following the date hereof, the number of views required to be
      delivered by MUNC Media hereunder shall be reduced from 10,000,000 to
      7,500,000.

              


      

       

      
        	
                4.

              	
                MUNCmedia
      will promote the partnership at its own expense and arrangements through a
      joint press release and MarketSite PR Event/Press Conference in September,
      2010.

              


      

       

      
        	
                5.

              	
                Financial Liability for
      Company’s Payment Program; MUNCmedia will not be held financially
      responsible for any costs associated with Company’s elective
      implementation of its own or a third party’s processes, programs,
      technology, etc. that could affect payment to MUNCmedia (each a “Payment
      Program”). If participation in such Payment Program is required to process
      or collect payments due to MUNCmedia, the client will assume all costs of
      membership and/or any fees related to use of such Payment Program. If, as
      a result of Company’s use of a Payment Program, MUNCmedia incurs any
      additional costs, Company may be charged a processing
  fee.

              


      

       

      
        	
                6.

              	
                All
      deliverables, i.e., press releases, promotion information, creatives,
      art-work, etc. must be provided by Company unless otherwise
      agreed.

              


      

       

      
        	
                7.

              	
                Cancellation
      Clause: none

              


      

       

      
        	
                8.

              	
                Company
      acknowledges that all payment obligations herein are based solely on the
      “Rate Type” amount delivered by MUNCmedia and not on Company’s ability to
      convert such amount of sales, unless
specified.

              


      

       

      
        	
                9.

              	
                Upon
      receipt of any campaign report or invoice(s), discrepancies request must
      be reported within five (5) business days and submitted via email to
      clientservices@muncmedia.com for make-good or credit
      consideration.

              


      

       

      
        	
                10.

              	
                Campaign
      Start Dates & End Dates are subject to change at any time without
      prior notice.

              


      

       

      
        	
                11.

              	
                Payments
      are to be made based upon MUNCmedia delivery numbers
  only.

              


      

       

      
        
          	
                  12.

                	
                  Due
      to the nature of interactive media, fluctuating capacity, FCC & SEC
      rules and regulations, violation of terms and conditions of service or for
      anything other reason. MUNCmedia reserves the right to cancel any or all
      campaigns and/or obligations without prior written
  notice.

                


        

         

         

         

        
           

          
            	 	Please fax completed
      document to 1 425 671-0669	Page 3 of
7	INITIAL
    _____


          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TERMS
OF SERVICE AGREEMENT

      

       

      
        	
                1.

              	
                DEFINITIONS

              


      

      "MUNCmedia"
means Market Update Network, Corporation, a Washington corporation. "Client"
means the party utilizing MUNCmedia's services. "Agreement" means this Terms of
Service Agreement between the Client and MUNCmedia. "Content" and "Client
Content" mean all information and materials submitted by Client to MUNCmedia.
"Service" or "Services" means the services provided to Client by MUNCmedia
including, but not limited to, press release distribution, 1-to-1 distribution,
webcasting, annual report & investor kit distribution, EDGAR filings and
more. Partner or Partners means a third party that has a joint venture or
marketing relationship with MUNCmedia.

       

      
        	
                2.

              	
                CLIENT
      REPRESENTATIONS AND WARRANTIES

              


      

      The
Client is solely responsible for the accuracy and authenticity of the Content
submitted by Client to MUNCmedia. Client represents and warrants to MUNCmedia,
as follows:

       

      
        	
                 
      

              	
                a.

              	
                That
      Client has the right and is authorized to submit the Content to MUNCmedia
      for distribution, broadcasting and/or
filing;

              


      

       

      
        	
                 
      

              	
                b.

              	
                That
      the Content is true and accurate;

              


      

       

      
        	
                 
      

              	
                c.

              	
                That
      the Client is not impersonating any person or entity or misrepresenting
      Client's affiliation with any person or
entity;

              


      

       

      
        	
                 
      

              	
                d.

              	
                That
      the distribution, broadcasting and/or filing of the Content does not
      violate the state, federal or common law copyright, trademark, or service
      mark rights, any other property rights, privacy rights, intellectual
      property rights, confidentiality rights or other proprietary or contract
      rights of any third party;

              


      

       

      
        	
                 
      

              	
                e.

              	
                That
      the Content does not contain any information which is libelous or
      otherwise illegal;

              


      

       

      
        	
                 
      

              	
                f.

              	
                That
      Client will not misuse the Services or misappropriate the Content to
      compete directly or indirectly with MUNCmedia or to engage in derivative
      commercial activities without MUNCmedia's prior written consent;
      and

              


      

       

      
        	
                 
      

              	
                g.

              	
                That
      Client has investigated the desirability of utilizing MUNCmedia's services
      and is not relying on any representation, guarantee, or statement other
      than as set forth in these Terms of Service or in the materials on
      MUNCmedia's web site,
"MUNCmedia.com".

              


      

       

      
        	
                3.

              	
                INDEMNIFICATION

              


      

      In the
event any third party brings any action, arbitration, or other legal proceeding
(collectively, "legal proceeding") against MUNCmedia, its officers, directors,
shareholders, agents, employees or other representatives of MUNCmedia, or
against any third party who broadcasts, displays or distributes the Content with
the permission of MUNCmedia, or against any third party who provides advertising
for MUNCmedia, or against any other third party who otherwise uses the Content
with MUNCmedia's permission (collectively hereinafter referred to as "the
Indemnitees"), or against any Partner, arising from the distribution, broadcast,
filing or display of any Content provided by Client to MUNCmedia or, from any
breach by Client of this Agreement, or, based upon the inaccuracy of any
warranty or representation made by Client herein, or, based upon the contention
that the Content defames or slanders any third party or, based upon the
contention that the Content violates any provision of state or federal law or
the intellectual property rights of any third party, Client shall indemnify,
defend, and hold the Indemnitees harmless in connection with the claims made in
the legal proceeding. Included in Client's obligation to indemnify, defend, and
hold the Indemnitees harmless is the obligation to pay all attorneys' fees,
expert witness fees, costs, and expenses incurred or to be incurred by the
Indemnitees in connection with the defense of the legal proceeding (even if the
legal proceeding is without merit).

       

      
        	
                4.

              	
                LICENSE

              


      

      Client
hereby grants MUNCmedia a non-exclusive, royalty-free, sub-licensable,
transferable, and assignable license to store, display, reproduce, distribute
and, if appropriate, translate the Content submitted. Client also grants
MUNCmedia the right to mention Client's name in MUNCmedia's marketing
collateral, unless Client requests in writing that MUNCmedia refrain from such
mentions.

       

      
        	
                5.

              	
                PRICES

              


      

      Prices
for MUNCmedia's Services may change from time to time. The price actually
charged for a specific Service will be the price in effect at the time the
Service is requested, minus any applicable discounts that may have been accorded
Client under a valid Sales Contract signed by both Client and
MUNCmedia.

       

       

       

      
         

        
          	 	Please fax completed
      document to 1 425 671-0669	Page 4 of
7	INITIAL
    _____


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.

              	
                PAYMENT
      AND CREDIT TERMS

              


      

      Clients
may pay for Services by credit card at the time the Content is submitted or,
with approved credit, may be invoiced. Unless otherwise specified, invoices are
due upon receipt.

       

      
        	
                7.

              	
                DEFAULT

              


      

      If Client
fails to pay any sums when due, Client acknowledges and agrees that MUNCmedia
may demand payment of the balance owed in full, with accrued interest at the
monthly rate of 1.5% of the outstanding balance. MUNCmedia may, at its sole
election, suspend performance of any further Services and/or may switch Client
from invoice to credit card payment status, until such time as all payments due
are paid. In the event Client fails to make payment for any Services when due or
the event MUNCmedia takes any action to enforce its rights, Client agrees to pay
all costs of collection, including reasonable attorneys' fees, which are
incurred by MUNCmedia or its agents, whether or not a lawsuit is filed. In the
event of litigation to enforce the terms herein, the prevailing party will be
entitled to recover from the other party its costs and fees, including
reasonable attorneys' fees.

       

      
        	
                8.

              	
                NO
      WARRANTIES BY MUNCmedia

              


      

      EXCEPT AS
STATED IN THIS AGREEMENT, MUNCMEDIA OR PARTNER MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AND NO PROMISE OR REPRESENTATION HAS BEEN MADE BY MUNCMEDIA OR PARTNER
REGARDING ANY SERVICES TO BE PROVIDED BY OR THROUGH MUNCMEDIA OR
PARTNER.

       

      
        	
                9.

              	
                LIMITATION
      OF LIABILITY

              


      

      MUNCMEDIA
AND PARTNERS LIABILITY SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY OR ON
BEHALF OF THE CLIENT TO MUNCMEDIA IN CONNECTION WITH THE SERVICES OUT OF WHICH
THE CLAIM BY CLIENT ARISES. MUNCmedia shall not be liable for indirect,
incidental, consequential, special or exemplary damages (even if MUNCmedia has
been advised of the possibility of such damages and including such damages as
might be incurred by third parties), arising from performance under, or failure
of performance under, any provision of this Agreement, such as, but not limited
to, loss of revenue, change in share price, loss of anticipated profits or lost
business. This limitation of liability applies to any damages, including without
limitation those caused by any failure or performance, error, omission,
interruption, deletion, defect, delay in operation or transmission,
communications line failure, theft or destruction or unauthorized access to,
alteration of, or use of records, whether for breach of contract, tortuous
conduct, acts or omissions, negligence, or under any other claim or cause of
action.

       

      
        	
                10.

              	
                USE
      OF PERSONAL DATA.

              


      

      Any and
all personal data (i.e., information relating to an individual) that Company
supplies to MUNCmedia may be shared with other companies in the MUNCmedia global
group and certain trusted third parties, and may be transferred to the U.S. or
elsewhere for the purposes of news and communication dissemination, news
tracking and other related services. Company warrants that any individuals whose
personal data it provides have consented to such uses and transfers. Any
concerned individuals who wish to opt out of any use or transfer of their
personal data may contact MUNCmedia.

       

      
        	
                11.

              	
                NOTICES

              


      

      At
MUNCmedia's sole discretion, notices by MUNCmedia to Clients regarding matters
pertaining to this Agreement and/or the performance of this Agreement may be
given by means of posting on the MUNCmedia web site "MUNCmedia.com" or by email
to the Client.

       

      
        	
                12.

              	
                ENTIRE
      AGREEMENT

              


      

      This
Agreement, and the Sales Contract (if any) referenced in section 6 above
(Prices) constitute the entire agreement between Client/ Strategic Partner and
MUNCmedia regarding the Services provided and/or to be provided by MUNCmedia.
This Agreement replaces any and all prior written and oral understandings and
writings.

      


      
        	
                13.

              	
                JURISDICTION

              


      

      Any
lawsuit filed by either party to enforce or construe any right granted under
this Agreement or to assert any claim arising from the Services provided by
MUNCmedia to Client shall be filed exclusively in the State of New York, city of
Manhattan. In connection with any such action, Client consents to jurisdiction
in the Courts of New York, City of Manhattan. In any such action, the parties
agree that the laws of the State of New York shall apply and shall govern the
determination of the action.

       

      
        	
                14.

              	
                EFFECT
      OF DELIVERY OF NOTICES BY FACSIMILE OR ELECTRONIC
  MAIL

              


      

      The
parties agree that the parties shall treat any document sent to the other by
facsimile or by electronic mail as if the document were an original delivered to
the recipient by hand delivery.

       

       

      
         

        
          	 	Please fax completed
      document to 1 425 671-0669	Page 5 of
7	INITIAL
    _____


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      
        	
                AUTHORIZATION; Signing
      this document contractually binds MUNCmedia and the Client
      Company

              
	 	 	 
	
                NEXT
      ONE INTERACTIVE, INC.

              	 
      	
                MUNCMEDIA

              
	 	 	 
	
                /s/
      WILLIAM KERBY

              	 
      	
                /s/
      MATTHEW BIRD

              
	
                SIGNED

              	 
      	
                SIGNED

              
	
                WILLIAM
      KERBY

              	 
      	
                MATTHEW
      BIRD

              
	
                PRINT
      NAME

              	 
      	
                PRINT
      NAME

              
	
                CHIEF
      EXECUTIVE OFFICER

              	 
      	
                PRESIDENT

              
	
                TITLE

              	 
      	
                TITLE

              
	
                AUGUST
      29, 2010

              	 
      	
                AUGUST
      29, 2010

              
	
                DATE

              	 
      	
                DATE

              


      

       

      
         

        
          		Please fax completed
      document to 1 425 671-0669	Page 6 of
7	INITIAL
    _____


        

         

      

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        Payment
Options Methods

         

      

      
        	
                WIRE
      PAYMENT

              	 
      	 
      
	
                Citibank:

                 

                Domestic ABA/Routing
      #:

                Account #:

                 

                60th
      & Fifth Ave, 785 Fifth Ave, New York, NY 10022

              	 
      	
                Funds
      will be placed in account:

                 

                Market
      Update Network, Corp

                711
      5th
      Ave, Suite 405

                New
      York, NY 10022

                 

                Fees
      associated with wire transfer are the responsibility of the Client or
      Agency Partner.

              


      

      


       

      
        	
                CREDIT
      CARD PAYMENT AND AUTHORIZATION

              	 
      	 
      
	 
      	 
      	
                VISA    MASTERCARD    AMEX    DISCOVER

              
	
                CARD
      HOLDER NAME

              	 
      	
                CARD
      TYPE (CIRCLE)

              
	 
      	 
      	 
      
	
                ADDRESS
      1

              	 
      	
                CARD
      NUMBER WITH DASHES

              
	 
      	 
      	 
      
	
                ADDRESS
      2

              	 
      	
                EXPIRATION
      MONTH / YEAR

              
	 
      	 
      	 
      
	
                CITY/STATE/ZIP

              	 
      	
                CARD
      IDENTIFICATION NUMBER – 3 OR 4
DIGITS

              


      

       

      
        	 	 	 
	
                CARD
      HOLDER SIGNATURE

              	 
      	
                DATE

              


      

      


      The above
signed hereby authorizes MUNCmedia to charge any and all amounts due under any
written agreements between MUNCmedia and myself to the following credit
card.  This includes both one time and periodic fees as they become
due.  In the event MUNCmedia is unable to collect from this credit
card any sums due, I agree to pay such sums, together with any costs incurred by
MUNCmedia in collecting such sums, including reasonable attorneys’ fees, and
interest at the lower of 1.5% per month or the highest rate permitted by
law.

       

       

       

       

       


         

        
          	 	Please fax completed
      document to 1 425 671-0669	Page 7 of
7	INITIAL
    _____