Exhibit 10.87
TVA Los Angeles New York Washington D.C.
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[TVA LOGO]
This Agreement is entered into on the 11th day of February 2004 by and between
The Video Agency, Inc. ("TVA"), a California corporation, with its offices at
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as "Client" with its principal offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
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Client Contact: Executive Producer: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Client Title: Segment Producers: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇
Client Phone: ▇▇▇-▇▇▇-▇▇▇▇ TVA Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Client Fax: ▇▇▇-▇▇▇-▇▇▇▇ TVA Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Whereas, TVA produces and places pre-approved broadcast Spotlights for TV news
affiliates and cable stations, TV newsmagazines and talk shows, airlines
(in-flight programming); feature news articles for trade magazines & journals;
radio, newspapers and websites;
Whereas, Client wishes to receive a combined MediaBlitz!(R) and Level III
Package;
Definitions:
o MediaBlitz!(R) PACKAGE - TV Radio, Print campaign generating an estimated
43,032,000 Gross Viewer Impressions.
o LEVEL III PACKAGE: Production of 1/2 hr. TV Special (documercial),
corporate video, in-flight video, DVD, CD, internet streaming package with
a minimum of six months of airline and promotion.
o VNR: a broadcast-quality 90-second narrated Video News Release, followed by
up to 13 minutes of B-Roll and Sound Bites, distributed via satellite and
Beta Broadcast Masters for inclusion on national and local news programs
and talk shows.
o TV NEWS SPOTLIGHT: A 2-8 minute segment featured on national TV
newsmagazines.
o NEWSPAPER FEATURE: 1-3 column news articles with photo and contact info
distributed to over 10,000 newspapers (mainly major market dailies and
weeklies), reaching over 20 million readers.
o RNR: 60 second Radio News Release professionally recorded and distributed
in script form and on CD to 6,600 radio stations for use on regular news,
music and talk shows.
Whereas TVA has offered its services to the Client, and the Client has chosen to
hire TVA to perform these services; For mutual consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to as
follows:
1. PRODUCTION GUARANTEES
TVA will provide the following productions for Client: 1/2 hr. TV Special
(documercial), TV news Spotlight (up to 8-min), Video News Release (VNR),
In-flight Video, eBroadcasting version, Corporate Video (up to 10-min),
Tradeshow Loop Presentation, Internet Streaming Video, 1-3 column News Features
with photo and contact info, and RNR. Productions include complete Scripting
(two drafts and a polish per Feature) to Client's approval; up to four days of
Shooting both on locations approved by Client and on a state-of-the-art sound
stage and news set in Hollywood, CA;
TVA Letter of Agreement
Confidential Page 1 2/13/04
TVA Los Angeles New York Washington D.C.
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Emmy winning news anchor; accredited on-camera news reporter; Voice-over
narration; unlimited Stock Footage from in-house library (16 years of archived
production footage); Complete Post Production / Editing with Graphics, Digital
Editing on Media 100s; Production Insurance, TVA's Location and Travel expenses
and Per Diem, Director and Producer Fees; printing, postage and mailing, news
clippings, readership reports. Also includes all overhead and administrative
expenses.
2. MEDIA PLACEMENT GUARANTEES
TVA represents, warrants and agrees that:
a) Client is guaranteed up to 13 live-to-tape interviews on a leading national
business/investment TV talk show during the six month term of this
campaign. Each episode reaches 29 million television and cable TV homes in
over 250 U.S. cities and as a Radio program in five key East Coast markets.
Client's appearance on the TV show is highlighted in a weekly E-Mail
Program Update, sent to 250,000 opt-in subscribers. Each episode is also
broadcast worldwide on the Internet from a family of financial web sites. A
National Press Release is issued with each appearance to more than 2200
media outlets, publicizing Client's story and appearance on the Program.
Client may choose to appear in person or the interview can be conducted via
phone or Satellite, from virtually any TV studio in the world.
b) Client's 1/2 hr. TV Special (documercial), TV News Spotlight and/or VNR
will air for at least six months on national and local cable, satellite and
broadcast affiliates throughout the U.S. and Canada. Programs will air as
regular (non-paid) programming and as sponsored programming.
c) TVA guarantees a minimum of 1,500 TOTAL AIRINGS generated from a
combination of cablecasts and broadcasts. Airings will take place between
6:30 am and 10:30 pm daily - with the majority expected to be during
primetime hours (5:30 pm-10:30 pm). TVA guarantees a minimum of 500,000
broadcast audience impressions based on ▇▇▇▇▇▇▇ Rating Systems and
100,000,000 cable households. Cable audience is estimated at 5,400,000
viewers based on 2% of cable subscriber base and 2.7 viewers per household.
d) TVA guarantees at least 12 TV Spotlight airings on MSNBC Canada. VNR is
guaranteed to run nationwide on at least 200 Fox Net cable affiliates.
e) Spotlight is also guaranteed to air daily on at least one major Airline
(most likely UNITED) for at least one month as in-flight programming.
f) Client is also guaranteed to receive a minimum of 400 NEWSPAPER (News
Feature) placements, 400 Radio station (RNR) placements and 1-5Feature
Story articles in MAGAZINES from a list pre-approved by Client.
g) Monthly Spotlight capsules with updated news and links to Client's website
and eBroadcast/streaming video version of TV News Spotlight will be placed
in a major financial newsletter and distributed to 650,000 opt-in
subscribers including: 250,000+ financial services professionals, 50,000+
key corporate decision makers and 350,000+ investors.
Client will receive monthly: a usage map plus actual clippings from newspapers
and magazines, detailed broadcast affidavits, bar charts, pie charts and
circulation data--verifying the guaranteed number of placements and audience
impressions. TV, Print and Radio elements provided by TVA are subject to editing
by media outlets.
2.b NATIONAL PLACEMENT/DISTRIBUTION/MONITORING (PDM) OF YOUR TV NEWS SPOTLIGHT:
Scope of Service
----------------
Our Spotlight DPM Service will consist of:
o Distribution via satellite and/or cassette to over 200 broadcast stations
and cable systems
o Inclusion of your segment in the Transmission Bulletin sent to programmers
two weeks prior to feed.
o Hosted lead-in, with graphics introducing your segment.
TVA Letter of Agreement
Confidential Page 2 2/13/04
TVA Los Angeles New York Washington D.C.
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o Optional viewer response mechanism (i.e. toll free number or web
address/URL) at the end of your segment.
o A visual credit of your company's name at the end of the program (Our
thanks to ...").
o One copy of the completed show for your files.
o Final distribution report including listings of all stations use VNM for
the specific month, broken down by market rank.
2.c NATIONAL PLACEMENT/DISTRIBUTION/MONITORING (PDM) OF YOUR VIDEO NEWS RELEASE
Scope of Service Our PDM Service will consist of:
----------------
o Multiple electronic transmission of Video News Release (VNR) advisories via
the AP Express Newswire to more than 800 television news points and via
U.S. Newswire to thousands of daily newspapers, wire services, weekly news
magazines, industry trade publications and online news outlets.
o Full VNR scripts transmitted on the newswire.
o 50 pitch calls by news placement specialists.
o Two Satellite feeds of VNR to stations - one afternoon and one morning
within 48 hours of original feed.
o Exclusive: dual electronic usage tracking via Teletrax, the world's first
global television tracking system, and SIGMA with daily and weekly updates.
o Exclusive: NewsIQ online usage tracking
o Daily reporting for the first five days and weekly reports for the next
four weeks, including audience demographics and station coverage maps as
part of your final report. Reports available on Portfolio, your 24/7 online
private site that tracks the history of all your VNR projects.
o Exclusive: Video asset posted on ▇▇▇▇▇▇▇▇▇.▇▇▇, the multimedia news portal
that reaches more than 11,000 online news and information sites.
o Provide a private-labeled, bound, final usage report at the end of the
tracking period.
3. PROMOTIONAL ELEMENTS
a) Client will receive Five Hundred (500) fully packaged VHS, CD or DVD copies
of the Corporate Video or TV News Spotlight as part of this Agreement, with
the option to purchase more at guaranteed competitive prices. Client is
free to use any vendor if TVA cannot match their written quote.
b) Client's complete Spotlight transcript, company logo, capsule description
and links to Client's site will be featured for at least six months on one
or more of TVA's news portals: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇;
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇; ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇,
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, as well as TVA's news affiliates:
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c) Client will also receive Video Streaming of Client's Spotlight from TVA's
servers for at least six months.
4. GRANT OF RIGHTS
a) TVA hereby grants to Client the complete, unconditional and exclusive
worldwide ownership in perpetuity of the 1/2 hr. TV Special (documercial),
Corporate Video, Tradeshow Loop Presentation, and Internet Streaming
versions. Client shall, accordingly, have the sole and exclusive right to
copyright any such materials in its name, as the sole owner and author
thereof (it being understood that for such purposes TVA shall be Client's
"employee for hire" as such term is defined in the United States Copyright
Act). TVA grants to Client the rights to: a) approve Scripts prior to
Shooting; b) approve final edited corporate version; c) receive additional
VHS, DVD, or CD copies of all materials at guaranteed rates. Client is free
to use any vendor if TVA cannot match their written quote.
b) Client grants to TVA all rights to edit, distribute, exhibit, syndicate and
market worldwide (via cable, network TV, satellite, cruise lines, airlines,
video, internet, CD-ROM, etc.) in perpetuity all programming created for
broadcast,
TVA Letter of Agreement
Confidential Page 3 2/13/04
TVA Los Angeles New York Washington D.C.
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purposes under this Agreement. TVA and its partners retail complete
ownership and editorial content of its TV and Radio shows and websites.
5. BILLING
This Agreement is to be carried out on a fixed fee basis. Of the total
production, media and promotion elements contained in this package, TVA
shall be responsible for all costs associated with this Agreement and the
actions required or contemplated on the part of TVA hereby, provided
however, that Client agrees to pay TVA three tranches of 25,000 INSA common
shares each with no restrictions. Delivery of INSA common shares issued in
the name of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a natural person/Media Consultant shall be
deemed full payment to TVA under this Agreement. There shall be no
additional charges to Client without mutual written consent. Payment
schedule will be as shown in Schedule B. When final payment falls due, an
adjustment in cash or free trading INSA shares will be made to ensure
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has received stock valued at no less than $225,000.00.
Retention Incentive Payment: If at least half of all INSA shares received
from Client are held until June 31, 2004, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will receive
10,000 INSA common shares, to be received by July 15, 2004.
Bonus Payment: If TVA delivers at least 2,250 televised airings (i.e. 750
additional airings), Client will consider a second TVA media project of at
least equal value within three months or pay an additional $30,000 in INSA
free trading shares or cash within one month after receiving proof of
airings.
6. PRODUCTION SCHEDULE
A complete Production Schedule ("Schedule B") is attached hereto. TVA's
ability to provide this production/media/promotion package for the price
offered requires a firm commitment from Client to adhere to the Production
Schedule.
7. RESPONSIBILITIES OF CLIENT
Client agrees to provide: prior to Shooting: visual subjects called for in
the approved script such as slides, photographs, testimonial letters,
existing stock footage, company artwork, logos, etc.; Shooting locations,
interviewees, working products (if applicable), technical person to ensure
product performance; Company representative with approval authority to
accompany camera crew during Shooting (changes after approval may be
billable); timely approvals of all elements of production; prompt payments;
overnight express and shipping charges. Any unreasonable delay (more than 2
weeks past the approved Schedule) caused by Client could modify the
responsibility of TVA as to completion date, guarantees and fees. Client
agrees to cooperate fully with TVA to enable the production to be completed
within the mutually approved timeframe (Schedule B). Any payment not made
within a timely manner shall accrue interest at the rate of one and
one-half percent (1.5%) per month. Client also agrees not to engage in
business directly with TVA employees, vendors, and/or independent
contractors during the term of this Agreement and for a period of twelve
(12) months after the termination of this Agreement, unless there was a
pre-existing relationship with Client.
8. MUTUAL INDEMNIFICATION
TVA indemnifies Client and assumes responsibility for all materials it
provides for in connection with this Agreement. Client assumes
responsibility and indemnifies TVA for all materials, products, and
personnel provided by Client and truthfulness, accuracy and legality of
claims made by Client in script and on-camera.
9. CANCELLATION/RESCHEDULING FEES
This Agreement commences and becomes binding upon faxed acceptance by both
parties and continues throughout the Term. Client agrees to pay a $3,500
rescheduling fee should Client fail to meet the approved Shoot Date without
written notice one week in advance. The parties hereto agree that damages
arising from a breach of this Agreement would be difficult or impossible to
quantify. Should Client cancel or cause Production to be unreasonably
delayed for any reason (other than gross negligence, non-performance or
breach on the part of TVA) beyond the timeframe budgeted for in Schedule B,
Client agrees to pay TVA 25% of contract total (in addition to payments
already made) as liquidated damages.
TVA Letter of Agreement
Confidential Page 4 2/13/04
TVA Los Angeles New York Washington D.C.
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10. SCHEDULES
The additional terms and conditions in "Schedule A" and Production/Payment
"Schedule B" attached hereto are hereby incorporated herein by this
reference.
AGREED AND ACCEPTED BY: AGREED AND ACCEPTED BY:
/s/ [illegible] /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- --------------------------------
Title: President & COO Title: CEO
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Date: 2/13/04 Date: 2/13/04
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TVA Letter of Agreement
Confidential Page 5 2/13/04
TVA Los Angeles New York Washington D.C.
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SCHEDULE A - ADDITIONAL TERMS AND CONDITIONS
1. CONTROLLING LAW. This Agreement shall be deemed to have been executed and
delivered in Los Angeles County, California. Except as otherwise provided
herein, this Agreement and all rights and obligations hereunder, including
matters of construction, validity and performance, shall be governed by the
laws of the State of California, including the Uniform Commercial Code as
enacted in that jurisdiction, without giving effect to the principals of
conflicts of law thereof.
2. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns.
3. NON-WAIVER. The waiver of any breach of the terms of this Agreement shall
not constitute the waiver of any other or further breach hereunder, whether
or not of alike kind or nature.
4. SEVERABILITY. In the event that any one or more of the terms, conditions or
provisions of this Agreement is held invalid, illegal or unenforceable,
such other terms, conditions and provisions shall remain binding and
effective.
5. ENTIRE AGREEMENT/AMENDMENT. This represents the entire and integrated
agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior negotiations, representations or
agreements, either oral or written, between the parties. This Agreement may
be amended or modified only by a written instrument signed by both parties.
TVA makes no guarantees as to effect these services will have on Client's
share price or revenues.
6. DISPUTES. Any and all differences, disputes or controversies arising out of
or in connection with this Agreement shall be submitted to arbitration who
is mutually selected by all parties; in Los Angeles, California under the
then prevailing rules of the American Arbitration Association. The parties
hereby agree to abide by and perform any award rendered in such
arbitration, including reasonable attorney fees (if awarded at the
arbitrator's discretion). Judgment upon any such award rendered may be
entered in any court having jurisdiction thereof.
7. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute
the same instrument.
8. NO FURTHER DUTIES. Except as expressly provided herein, the parties shall
have no further duties of obligations whatsoever to each other during or
following the term of this Agreement.
9. NO PARTNERSHIP OR AGENCY. Nothing in this Agreement shall be construed as
creating a partnership, joint venture, agency or employer-employee
relationship between the parties hereto.
10. AUTHORITY. The individuals signing this agreement warrant and represent
that they each have the actual authority to enter into this Agreement and
to perform the obligations hereunder on behalf of the parties to this
license.
11. HEADLINES. Paragraph headings used in the agreement are for the convenience
of reference only and in no way define, extend, limit or decide the scope
of the agreement or the intent of any provision thereof.
12. CONSTRUCTION. This Agreement shall not be construed against the party
preparing it, and shall be construed without regard to the identity of the
person who drafted it or the party who caused it to be drafted and shall be
construed as if all parties had jointly prepared this Agreement and it
shall be deemed their joint work product, and each and every provision of
this Agreement shall be construed as though all of the parties hereto
participated equally in the drafting hereof, and any uncertainty or
ambiguity shall not be interpreted against any one party. As a result of
the foregoing, any rule of construction that a document is to be construed
against the drafting party shall not be applicable.
13. REMEDIES CUMULATIVE; LIMITATION. All remedies set forth in this Agreement
are cumulative and are in addition to any remedies now or later allowed by
law. In no event, however, shall the Client be entitled to aggregate
damages in excess of the contracted price for any or more breaches by TVA
of the terms of this Agreement, nor shall Client be entitled to
consequential or incidental damages due to any breach or default of TVA in
connection with this agreement.
14. TIME OF ESSENCE. Time is of the essence of each provision of this
Agreement.
TVA Letter of Agreement
Confidential Page 6 2/13/04
TVA Los Angeles New York Washington D.C.
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SCHEDULE B
Production/Payment Schedule*
PRE-PRODUCTION
Feb 11-March 17--Receive signoff/first payment; Review existing materials,
Research competitive environment, Conduct Creative Strategy Sessions, Develop
Strategic Image Objectives, Develop Scripts and Text for TV, Video, Airlines,
Newspapers and Radio. Develop interview questions for TV and Radio talk shows.
Secure Production team, Shoot Dates, Reporters, Locations and provide all
Pre-Production prep.
PRODUCTION
March 17-April 18 -- Upon approval of Scripts for 1/2 hr. TV Special, TV News,
Spotlight, Radio and Newspaper Features, receive second 1/3 of total payment.
Commence Shooting at Client's designated locations and in Studio. Complete Post
Production (editing, graphics, narration, music, audio mixing, duplication of
Broadcast masters, etc.) Create Media Advisory for Video News Release; Secure
Airline placement of In-flight video. Distribute Newspaper and Radio Features.
Commence pitching for Magazine Feature Stories.
DISTRIBUTION
April 19-30 -- Upon approval of finished 1/2 hr. TV Special and Media Advisory
for the Video News Release, receive final 1/3 payment. Distribute 1/2 hr. TV
Special, TV Spotlight and VNR via satellite and Beta Broadcast Masters to
Broadcast, Cable and Satellite Networks. Distribute Broadcast Master to
Airlines. eBroadcast to 650,000 opt-in subscribers; Distribute Media Advisory
via fax and email one week prior to satellite feed of VNR. Broadcast Video News
Release via satellite feeds; Create DVD, CD or VHS replications of Corporate
Video and/or TV News Spotlight and deliver to Client. Create Trade Show Loop
Presentation and Internet Streaming version of TV News Spotlight and deliver to
Client.
MONITORING
May-October** Provide VNR feed report; Continue interviews on TV and Radio talk
shows. Compile and present 3 ring binder with usage map, actual clippings from
Newspapers, detailed TV and Radio broadcast affidavits, bar charts, pie charts
and circulation data--verifying the guaranteed number of placements and audience
impressions. Provide monthly updates showing new placements. Continue tracking,
monitoring, compiling reports, looking for additional utilization and
distribution opportunities to maximize return on Client's investment.
* Subject to stable shooting conditions; expedient payments and approvals by
Client during each of the production phases).
** Or longer if placements continue to occur.
TVA Letter of Agreement
Confidential Page 7 2/13/04