MERGER
COMMUNICATIONS
MEDIA RELATIONS COOPERATION AGREEMENT
1. PARTIES INVOLVED AND THE PURPOSE OF COOPERATION
This Media Relations Cooperation Agreement (the "Agreement") is by and between
Merger Communications, Inc. ("Merger") and Asia Media Communications, Ltd. (the
"Company").
The object of the Agreement is to increase the Company's visibility and
awareness of the Company and its products and services by obtaining publicity
for the Company, only as approved by the Company.
2. DUTIES
Merger's sole duty is to take care of the Company's media relations activities
according to this Agreement.
2.1 PRESS RELEASES
Merger will produce as many press releases as, in its sole discretion, it deems
necessary and appropriate. The preparation of these press releases will take
place using material and information provided by the Company and may include
additional information that Merger finds through its research. Press releases
must be approved by the Company in accordance with Section 3 hereof before being
delivered to the media by Merger. The Company is completely responsible for any
and all legal notices and/or disclaimers that should be included in its press
releases, or any other printed material, and assumes all liability for such.
Merger may print the press releases or other printed material on the Company's
letterhead and use the Company's envelopes for these operations. Merger may also
imprint the press releases or other written materials with the Company's logos
for electronic distribution. When appropriate, Merger will mail the press
releases via First Class mail to the media and is responsible for the mailing
expenses of those press releases.
Expenses for distributing up to three (3) press releases per month via newswire
service and for sending faxes and e-mail are included in the fees set forth in
Section 8 hereof. Merger is responsible for all expenses related to the printing
of press releases.
2.2 ARTICLES
Merger will attempt to arrange for as many journalists in the appropriate media
to cover the Company and all related issues and stories in a manner that
enhances the Company's image, awareness and perceived value. Merger will contact
freelance journalists and journalists at key
media through phone conversations and via fax and mail to introduce article
ideas representing the Company and its products, services and technology. Other
article ideas that will promote the Company or its products, services and
technology in the context of a related story will also be offered to the
journalists in the same manner. Article ideas and other material must always be
approved by the Company in accordance with Section 3 before being delivered to
the media.
2.3 CLIPPING SERVICE & REPORTING
Merger will arrange for and pay for a press clipping service for the Company of
all corresponding articles involving the Company or its products, services and
technology. Merger will furnish the Company with copies of all Company-related
articles published during the Agreement.
3. APPROVAL BY THE COMPANY
Each final draft of any document to be delivered to the media will bear the
following language:
"I have carefully read and reviewed the statements set forth in the attached
document dated ___________________. Such statements are complete and accurate in
all material respects and I am not aware of any factor or circumstance that
would render any of the statements made therein false or misleading."
which must be executed and returned to Merger prior to the release of the
document.
4. LIABILITY
Merger's activities are strictly Media/Public Relations-related. Because
Merger's activities are directed by and pre-approved by the Company, and are
based on the information it receives from the Company, Merger assumes no
liability or responsibility related to said activities, or any consequences
related to said activities, or their use or misuse.
5. ANTI-RECRUITING
The Company will not recruit any Merger employee or other Merger affiliated
personnel during or for six (6) months after the termination of this Agreement.
6. HANDING THE AGREEMENT CONTRACT TO A THIRD PARTY
This Agreement cannot be released to third party without written approval of the
non-releasing party. This Agreement will be written in two identical copies, one
for both parties involved.
7. THE VALIDITY OF THE AGREEMENT
This effective date of this Agreement is 2/24/99 and it will continue in full
force and effect until terminated by Merger or the Company through the means
outlined in this Agreement. This
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Agreement can be terminated for any reason, by either party, after 5/24/99 by
giving the other party ninety (90) days written notice.
8. FINANCIAL INFORMATION
For the above media relations services, the Company will pay Merger the
following consideration per month: [***]. This compensation arrangement shall
remain in place for as long as this Agreement is valid. The above prices do not
include taxes.
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Any additional out-of-pocket expenses, such as, but not limited to, additional
newswire services charges (any charges over three releases per month), travel,
professional still photography or video production or editing, etc., shall be
pre-approved by the Company before being undertaken. These additional expenses
shall be billed to the Company immediately and payment for such is due to Merger
within fourteen (14) days of the Company's receipt of each corresponding
invoice.
9. MISCELLANEOUS
9.1 NOTICES.
All reports, communications, requests, demands or notices required by or
permitted under this Agreement shall be in writing and shall be deemed to be
duly given on the date same is sent and acknowledged via hand delivery,
facsimile or reputable overnight delivery service (with a copy simultaneously
sent by registered mail), or, if mailed, five (5) days after mailing by
certified or registered mail, return receipt requested, to the party concerned
at the following address:
Merger Communications, Inc.
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Asia Media Communications, Ltd.
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Any party may change the address to which such notices and communications shall
be sent by written notice to the other parties, provided that any notice of
change of address shall be effective only upon receipt.
9.2 INTEGRATION.
This Agreement sets forth the entire Agreement and understanding between the
parties, or to the subject matter hereof and supercedes and merges all prior
discussion, arrangements and agreements between them.
9.3 AMENDMENTS.
This Agreement may not be amended or modified except by written instrument
signed by each of the parties hereto.
9.4 INTERPRETATION.
This Agreement shall be construed by and interpreted in accordance with the laws
of the State of Texas, without regard to principles of conflict of law. The
headings given to the paragraphs of this Agreement are for the convenience of
the parties only and are not to be used in any interpretation of this Agreement.
9.5 JURISDICTION.
The parties hereby (i) agree that the State and Federal courts sitting in the
State of Texas, County of ▇▇▇▇▇▇ shall have exclusive jurisdiction in any action
arising out of or connected in any way with this Agreement; (ii) each consent to
personal jurisdiction of and venue in such courts in any such matter; and (iii)
further agree that the service of process or of any other papers with respect to
such proceedings upon them by mail in accordance with the provisions set out in
Article 9.1 hereof shall be deemed to have been duly given to and received by
them five (5) days after the date of certified mailing and shall constitute
good, proper and effective service.
9.6 SEVERABILITY.
In the event that any one or more provisions of this Agreement shall be held
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
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9.7 WAIVER
No failure or delay, on the part of either party in exercising any power or
right under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No waiver
by either party of any provision of this Agreement, or of any breach of default,
shall be effective unless in writing and signed by the party against whom such
waiver is to be enforced. All rights and remedies provided for herein shall be
cumulative and in addition to any other rights or remedies such parties may have
at law or in equity.
9.8 COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of which taken
together shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this 23
day of February, 1999.
Merger Communications, Inc. Asia Media Communications, Ltd.
By: /s/ illegible By: /s/ illegible
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▇▇▇▇▇ ▇▇▇▇▇▇▇, President Name:
Title: