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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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(b) Supplies. CSG will suggest and Customer will select the type and quality of
the paper stock, carrier envelopes and remittance envelopes for the ESP
Statements (the "Supplies"). CSG shall purchase Customer's requirements of
Supplies necessary for production and mailing of the ESP Statements. CSG shall
charge Customer the rates set forth in Schedule F for purchase of Supplies.
(c) Right of Customer's Intellectual Property. Customer provides to CSG a
non-exclusive right to use all of Customer's Intellectual Property necessary to
design, produce and mail the ESP Statements directly or indirectly. CSG shall
have the right by notice to Customer to cease use of any of Customer's
Intellectual Property on ESP Statements at any time. Customer represents and
warrants that it owns or has licensed all Customer's Intellectual Property and
has full power and authority to grant CSG the license set forth herein and that
CSG's use of Customer's Intellectual Property on the ESP Statements will not
constitute a misuse or infringement of the Customer's Intellectual Property or
an infringement of the rights of any third party. Customer will use best efforts
to maintain its rights to use and license Customer's Intellectual Property and
will immediately advise CSG of the loss of Customer's right to use any
Customer's Intellectual Property and will advise CSG of all copyright and other
notices that must be used in connection with Customer's Intellectual Property
and of any restrictions on use of Customer's Intellectual Property relevant to
CSG's activities hereunder.

(d) Indemnification Relating to ESP Statements. Customer shall indemnify, defend
and hold CSG harmless from any claims, demands, liabilities, losses, damages,
judgments or settlements, including all reasonable costs and expenses related
thereto (including attorneys' fees), directly or indirectly resulting from
Customer's breach of any representation or warranty under this Section 5, and
the Work Product, except for those arising out of CSG Intellectual Property.

6. Per Cycle Minimum. As of the Commencement Date as defined in Section 9 below,
for each month that this Agreement is in effect, Customer will maintain per each
billing cycle a minimum of five hundred fifty (550) subscribers on the CSG
System. Per System Site, Customer will have a minimum of four (4) cycles per
month but no more than twenty-eight (28) cycles per month.

7. Discontinuance Fees. During the term of this Schedule G, each month Customer
shall be responsible for paying CSG the actual Print and Mail Services fees
incurred during such month. The parties have mutually agreed upon the fees for
the Print and Mail Services to be provided hereunder based upon certain assumed
volumes of processing activity, and the length of the term of Schedule G.
Customer acknowledges and agrees that, without the certainty of revenue promised
by the commitments set forth in this Schedule G, CSG would have been unwilling
to provide the Print and Mail Services at the fees set forth in the Schedule F.
Because of the difficulty in ascertaining CSG's actual damages for a termination
or other breach of this Agreement (including, but not limited to, Schedule G) by
Customer before the expiration of the then-current term with respect to one or
more System Site, Customer agrees that, in addition to all other amounts then
due and owing to CSG, Customer will pay to CSG (as a contract discontinuance fee
and not as a penalty) an amount equal to fifty percent (50%) of Customer's
average monthly invoice for Print and Mail Services during the three (3) months
prior to any such termination or other breach by Customer, multiplied by the
number of months remaining in the term of this Schedule G, had there been no
breach or termination ("Discontinuance Fee"). Customer acknowledges and agrees
that the Discontinuance Fee is a reasonable estimation of the actual damages
which CSG would suffer if CSG were to fail to receive the amount of processing
business contemplated by this Schedule G. Customer shall not be required to pay
the Discontinuance Fee if CSG terminates this Schedule G other than as a result
of Customer's breach of its obligations hereunder or if Customer terminates the
Schedule G for a material, uncured breach by CSG.
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8. Deposit. At least seven (7) days prior to the Commencement Date of the Print
and Mail Services set forth in Section 9 below, Customer shall pay CSG a
security deposit (the "Deposit") for the payment of the expenses described in
Sections 2 and 3 of this Schedule G (the "Disbursements"). The Deposit will
equal the estimated amounts of Disbursements for one (1) month as determined by
CSG based upon the project volume of applicable services to be performed monthly
by CSG. If Customer incurs Disbursements greater than the Deposit for any month,
Customer shall, within thirty (30) days of receipt of a request from CSG to
increase the Deposit, pay CSG the additional amount to be added to the Deposit.
If Customer fails to pay the additional amount requested within such 30-day
period, CSG may terminate this Master Agreement as provided for in Section 16.
Upon written request from Customer, CSG will return to Customer a portion of the
Deposit if the Disbursements incurred by Customer on a monthly basis are less
than the Deposit for three (3) consecutive months. In addition to the foregoing,
CSG shall have the right to apply the Deposit to the payment of any invoice from
CSG which remains unpaid during the term of this Agreement, and Customer agrees
to replenish any such Deposit amount as set forth above. Any portion of the
Deposit that remains after the payment of all amounts due to CSG following the
termination or

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