EX.-10.1
Printing Contract Between Access Printing and General Media Communications Inc.
Dated August 15,1998
EXHIBIT 10.1 TO QUARTERLY CONFIDENTIAL INFORMATION OMITTED
REPORT ON FORM 10-Q OF WHERE INDICATED BY "[*]" AND FILED
GENERAL MEDIA INC. SEPARATELY WITH THE COMMISSION
PERSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE
24b-2 OF THE SECURITIES EXCHANGE ACT
OF 1934
PRINTING CONTRACT
BETWEEN: ACCESS PRINTING
(THE "PRINTER")
AND: GENERAL MEDIA COMMUNICATIONS INC.
(THE "CUSTOMER")
This contract shall become effective on August 15, 1998 and sets forth the
terms and conditions by which Access Printing, having its head office at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
the "Printer), shall supply the products and services specified hereinafter to
General Media Communications Inc., having its head office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-0003 (hereinafter referred to as the "Customer").
Additional terms and conditions of this contract are contained on pages 1,
2 and 3 and Schedule "A" initialized by the parties hereto.
THE PARTIES HERETO AGREE AS FOLLOWS:
1.0 TERMS AND CONDITIONS OF CONTRACT
1.1 The Initial term of this Contract shall be three (3) months
commencing on August 15th, 1998. The Customer shall have the right
in its sole discretion during any Term of this Contract to terminate
this contract on 30 days' notice if it determines that it is in the
Customer's best interest to terminate publication of Forum,
Variations and Specials.
1.2 The price structure in Schedule "A" shall be effective on January
1st, 1999 and for a period of one (1) year thereafter, except for
the changes described in Section 3.4.
1.3 Unless terminated as provided in Section 1.1 above or as otherwise
provided herein this Contract shall automatically renew at the end
of the Initial term for a renewal Term of nine (9) months and
thereafter shall renew for successive renewal Terms of one year
unless either party gives notice not to renew no less than sixty
(60) days prior to the expiration of such renewal Term.
1.4 In the event either of the parties should become insolvent or
bankrupt, the other party shall be entitled to terminate this
Contract on no less than thirty (30) days' notice this by written
notice to the other party or to its estate.
1
1.5 Upon termination the Customer shall not be liable for any of the
Printer's costs: (a) incurred or ordered after notice; (b) which can
be canceled at no loss to the Printer, or (c) in excess of the
out-of-pocket loss to the Printer of any unused items sold to other
customers or third parties or returned to suppliers.
2.0 STATUS OF WORK
2.1 The Customer shall retain the services of the Printer to print
Forms, Variations and Specials (the "Magazines"). The Printer hereby
undertakes to perform all services necessary to print, bind, package
and ship the Magazines on the frequency set forth on Schedule "1"
attached in accordance with the Customer's specifications as
communicated in writing from time to time and as may be set forth in
the schedules to this Contract. Notwithstanding any other actual or
apparently conflicting language in this Contract, the Printer will
maintain at minimum the high graphic standards established by
General Media, as exemplified by the copy of each title which is
annexed to this Contract as an example.
2.2 This Contract shall apply exclusively to the printed products
mentioned in Section 2.1 hereof. Any other products published by the
Customer which are not included herein shall be negotiated between
the Printer and the Customer.
2.3 Printing shall be scheduled to take place during the Printer's
normal business hours, namely from 8:00 a.m. on Monday to 5:00 p.m.
on Friday.
2.4 The Customer will supply the paper to print the publications in
accordance with the paper usage chart provided in Schedule "B". The
Printer shall furnish to the Customer no later than the 15th of each
month a written accounting of all paper received from the Customer
and consumed during the previous month and all of the remaining
stocks. The Printer shall take a physical inventory every six months
that this Contract is in effect and shall supply the results in
writing to the Customer, which may audit such inventory report at
any time upon three (3) business days' notice to the Printer. Should
the paper consumption exceed that set forth in Schedule "B" the
Printer shall upon completion of such accounting, at Printer's
option, reimburse the Customer for such excess either in kind or at
the same price per pound, at a rate equal to the average cost of
said paper during the accounting period. In the event of a net under
consumption, the Customer agrees to pay the Printer an amount equal
to [*][*] computed at the same rates. The value of under
consumption, if any, of one kind or weight of the paper shall be
used as a credit against over consumption, if any, of other
kinds/weights of paper. Printer shall store up to three
2
months' paper requirements for the printing of the Magazines on its
premises, at no cost to the Customer.
2.5 The Printer agrees to produce and maintain high quality standards of
reproduction consistent with industry SWOP standards. The Printer
shall bear the cost (including paper and ink) of make-goods caused
by any error or omission attributable to the Printer. Repeated
errors, or repeated failure to correct errors, will entitle the
Customer to cancel this Contract on thirty (30) days' notice.
3.0 PRICE AND PAYMENT
3.1 The Customer undertakes to comply with the terms and conditions of
sale described in Schedule "A".
3.2 The prices mentioned in Schedule "A" include plate making, printing,
binding, and mall preparation work and all other services necessary
to print, bind, package and ship the Magazine.
3.3 The Customer shall be invoiced based on the number of copies ordered
and delivered as described in Section 4.1.
3.4 Should there be an increase or reduction in the price of materials,
the Printer may increase or reduce the prices contained in Schedule
"A" as follows:
3.4.1 The increase in the Customer's costs shall not be greater than
the actual increase in the costs incurred by the Printer.
3.4.2 The Customer shall be notified thirty (30) days in advance.
3.4.3 The Printer shall provide all supporting documentation with
the notification provided for in section 3.4.2 above.
3.4.4 Labor and administrative costs shall be increased or decreased
every twelve (12) months, commencing January 1, 2000 based on
[*] of the Consumer Price Index. Each increase or decrease
shall have as its base the January 1 level of the preceding
year.
4.0 TERMS AND CONDITIONS
4.1 The Customer shall issue a purchase order for each issue including
the print run, the nature of the work, the final quantities and
provide shipping documentation. The Customer shall issue this
purchase order to the Printer no later than fifteen (15) days prior
to the scheduled press run start as agreed on by the parties.
3
4.2 The Printer shall submit one invoice for each issue. The invoice
shall specify in detail satisfactory to the Customer the services
performed and the prices charged. The terms are net thirty (30)
days. The date of the invoice will be the last day of the shipping
cycle.
4.3 Production schedules shall be prepared and approved by both parties.
4.4 The Printer will store finished copies of the Magazine for thirty
(30) days following completion of shipping at no additional cost to
the Customer; thereafter, such copies shall be shipped at the
Customer's direction and expense to a facility designated by the
Customer. Failing the Customer's instructions the Printer may
destroy such copies but will give the Customer fifteen (15) days'
notice before doing so.
4.5 In furtherance and not in derogation of the Printer's obligation of
due care toward the Customer's property, the Printer shall cover by
insurance the values added by the Printer in the form of raw
materials, labor, and overhead, against fire, extended coverage
perils, vandalism, malicious mischief and sprinkler leakage. The
Customer will similarly insure its property while on the Printer's
premises. The Customer will also insure its paper throughout the
printing process (except waste paper). All waste paper shall become
the Printer's property.
4.6 Risk of loss or damage to the finished work shall pass to the
Customer upon delivery to a common carrier F.O.B. the Printer's
shipping dock.
4.7 Neither the Magazines nor any material furnished by the Customer
shall be subject to any lien(s) of the Printer or the Printer's
creditors of whatsoever kind or nature, and the Printer hereby
waives any rights under statute or otherwise to assert any liens on
or otherwise distrain the Customer's property, work in progress or
the finished product. The Printer will take all steps prescribed by
law to protect the Customer's interests as they may appear upon any
levy or attempted levy by the Printer's creditors on the Customer's
property or any finished work or work in progress; the Printer shall
expeditiously seek to remove any such lien and in any event shall
hold the Customer entirely harmless therefrom.
4.8 The Printer shall use its best efforts to keep confidential the
contents of each issue of the Magazine prior to general public
distribution.
5.0 LIABILITY FOR CONTENT
5.1 The Customer will indemnify and hold the Printer harmless from and
against any claims, demands, suits, actions, costs, loss or
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judgments, including reasonable attorneys' fees, for libel,
defamation of character, copyright or trademark infringement,
invasion of right of privacy or publicity, or patent infringement by
any person, firm or entity against the Printer arising out of any
material delivered by the Customer or supplied on its behalf to the
Printer and used by the Printer in producing the Magazine.
5.2 In like manner the Printer shall indemnify and hold the Customer
harmless from and against any claims, demands, suits, actions,
costs, loss or judgments, including reasonable attorneys' fees, for
libel, defamation of character, copyright or trademark infringement,
invasion of right of privacy or publicity, or patent infringement,
by any person, firm or entity against the Customer arising out of
any act or omission of the Printer in performing its services
hereunder.
5.3 No indemnification promised in sections 5.1 or 5.2 above shall be
effective unless the indemnified (indemnitee) party shall have given
prompt notice of any indemnifiable claim to the indemnifying
party ("indemnitor"). Thereafter the indemnifying party shall at its
sole cost and expense defend by counsel of its choosing reasonably
acceptable to the indemnified party or at its option to instruct the
indemnified party to defend but at the indemnifying party's expense.
Nothing herein shall prevent any indemnified party from retaining
its own counsel at its own expense to advise it or to elect to
defend with its own counsel but in such event such defense shall be
at the indemnified party's sole expense and risk liability. No
indemnitor shall conclude a settlement binding on an indemnitee
absent the consent of the indemnitee. Should an indemnitee elect to
settle or compromise any claim solely as to itself without
permission of the indemnitor, the indemnitor shall thereafter have
no further obligations toward the indemnitee.
6.0 DISPUTED INVOICES
6.1 The Customer shall not be obligated to pay any portion of any
invoice which it disputes in good faith. The Customer shall have
sixty (60) days from the receipt of such invoice to notify the
Printer in writing of any items which it disputes and shall specify
its grounds therefor. Thereafter the parties shall attempt during
the next thirty (30) days to attempt to resolve the dispute among
themselves in good faith, failing which the dispute shall be
submitted to arbitration in the City of New York by the American
Arbitration Association according to its rules then in effect.
Judgment of the arbitrators may be entered against the losing party
in any court of competent jurisdiction and enforced as provided by
law. In no event shall dispute of an invoice by the Customer be
deemed a breach of this Contract or entitle the Printer to stop
work.
5
6.2 Notwithstanding anything in this Contract to the contrary, the
Printer's continued failure, for any reason expressly including
events of force majeure and/or matters not within the control or due
to the fault of the Printer, to produce the Magazine, to produce it
to the quality of the sample annexed to this Contract, or to produce
it timely in accordance with the production schedule submitted by
the Customer, shall entitle the Customer, on thirty (30) days'
notice, to terminate this Contract and take the work elsewhere.
7.0 MISCELLANEOUS
7.1 No amendments to this Contract shall be effective unless made, with
the written consent of the Printer and the Customer. This Contract
shall not be assigned by either party without the written consent of
both parties, except that the Customer may assign it to a wholly
owned subsidiary of the Customer or to an affiliate of the Customer
which is under common ownership and control with the Customer.
7.2 This Contract and the rights of the parties to it shall be governed
by the law of the State of New York, USA, applicable to contracts
made and wholly to be performed therein without regard to the
conflicts of laws rules thereof. No lawsuit arising out of the
execution, formation, terms, performance or breach of this Contract
shall be brought except in courts physically located in New York
County, New York, and the parties hereto expressly consent to the
jurisdiction of such courts over all such litigation and all matters
whatsoever relating to or arising out of this Contract. This
Contract and the attached schedules contain the sole understanding
and agreement of the parties concerning the subject matter hereof,
all prior negotiations, conversations, understandings and
agreements, whether oral or written, being merged herein.
7.3 Notice
All notice under this Agreement shall be given by any part via
first-class surface mail, postage prepaid, by courier/messenger
service, or by telefacsimile to the other at the respective
addresses and facsimile numbers set forth below or to such other
address/number as any party may advise the other of by notice in
accordance with the provisions of this paragraph. 7.3:
If to General Media:
General Media Communications, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇.
New York, New York 10172-0003
Facsimile:(▇▇▇)▇▇▇-▇▇▇▇
Att'n: ▇▇▇ ▇▇▇▇▇▇▇, Director of Manufacturing
Copy: Legal Department
6
If to Access:
Access Printing
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇
Att'n: ▇▇▇▇▇▇▇ ▇▇▇▇, VP/ Director of Manufacturing
Notice shall be effective when sent except notice via surface mail
shall be effective three days from the date of mailing, not counting the first
day.
IN WITNESS WHEREOF the parties have signed in New York this 25th day of August,
1998.
ACCESS PRINTING
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Name ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title President
GENERAL MEDIA COMMUNICATIONS, INC.
/s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
---------------------------------------
Name ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Title Exec. V.P., C.O.O.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title President
7
SCHEDULE A
ACCESS PRINTING
Variations
ACCESS PRINTING PRICE LIST
128 page + cover digest book
March 30, 1998
TOTAL BOOKS: [*] Size 5 1/4" X 8 1/8"
PREPARATION
ITEM QUANTITY COST TOTAL
DUPLICATE FILM PER NEGATIVE [*] [*] [*]
STRIP ADDITIONAL COLOR [*] [*] [*]
PICKUP REPEAT FULL PG AD PER COLOR [*] [*] [*]
SPLIT SPREADS [*] [*] [*]
STRIPPING 1/C LESS THAN A PAGE [*] [*] [*]
STRIPPING 4/C LESS THAN A PAGE [*] [*] [*]
STRIPPING PER NEGATIVE PAGE FILM [*] [*] [*]
---------
TOTAL PREPARATION [*]
---------
INK
ITEM QUANTITY COST TOTAL
FOUR COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
THREE COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
TWO COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
ONE COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
FOUR COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
THREE COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
TWO COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
ONE COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
PMS COLOR TEXT PG/M [*] [*] [*]
FOUR COLOR PROCESS COVER PG/M [*] [*] [*]
PMS COLOR COVER (FLOURESCENT 2X) PG/M [*] [*] [*]
---------
TOTAL INK [*]
---------
PRINTING
ITEM QUANTITY COST TOTAL
32 PG (4 C)2 UP [*] [*] [*]
RUN/M [*] [*] [*]
32 PG (6 UNITS) 2 UP [*] [*] [*]
RUN/M [*] [*] [*]
16 PG (4 C) 2 UP [*] [*] [*]
RUN/M [*] [*] [*]
PLATE CHANGES/EACH [*] [*] [*]
COVER 4 PG (5/4) 8 UP SHEETER [*] [*] [*]
RUN/M [*] [*] [*]
PLATE CHANGES/EACH [*] [*] [*]
---------
TOTAL PRINTING [*]
---------
Page 1
ACCESS PRINTING
BINDERY
ITEM QUANTITY COST TOTAL
PERFECT BIND 6 POCKETS [*] [*] [*]
RUN/M [*] [*] [*]
PERFECT BIND CAN/UK VERSION CHANGE [*] [*] [*]
RUN/M [*] [*] [*]
HANDLING SUPPLIED MATERIAL [*] [*] [*]
POLYBAG ONE PIECE-CLEAR [*] [*] [*]
RUN/M [*] [*] [*]
WAFER TABS [*] [*] [*]
RUN/M [*] [*] [*]
---------
TOTAL BINDERY [*]
---------
---------
TOTAL [*]
---------
Page 2
ACCESS PRINTING
Forum
ACCESS PRINTING PRICE LIST
128 page + cover digest book
March 30, 1998
TOTAL BOOKS: [*] Size 5 1/4" X 8 1/8"
PREPARATION
ITEM QUANTITY COST TOTAL
DUPLICATE FILM PER NEGATIVE [*] [*] [*]
STRIP ADDITIONAL COLOR [*] [*] [*]
PICKUP REPEAT FULL PG AD PER COLOR [*] [*] [*]
SPLIT SPREADS [*] [*] [*]
STRIPPING 1/C LESS THAN A PAGE [*] [*] [*]
STRIPPING 4/C LESS THAN A PAGE [*] [*] [*]
STRIPPING PER NEGATIVE PAGE FILM [*] [*] [*]
---------
TOTAL PREPARATION [*]
---------
INK
ITEM QUANTITY COST TOTAL
FOUR COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
THREE COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
TWO COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
ONE COLOR PROCESS BODY (COATED) PG/M [*] [*] [*]
FOUR COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
THREE COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
TWO COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
ONE COLOR PROCESS BODY (UNCOATED) PG/M [*] [*] [*]
PMS COLOR TEXT PG/M [*] [*] [*]
FOUR COLOR PROCESS COVER PG/M [*] [*] [*]
PMS COLOR COVER (FLOURESCENT 2X) PG/M [*] [*] [*]
---------
TOTAL INK [*]
---------
PRINTING
ITEM QUANTITY COST TOTAL
32 PG (4 C)2 UP [*] [*] [*]
RUN/M [*] [*] [*]
32 PG (6 UNITS) 2 UP [*] [*] [*]
RUN/M [*] [*] [*]
16 PG (4 C) 2 UP [*] [*] [*]
RUN/M [*] [*] [*]
PLATE CHANGES/EACH [*] [*] [*]
COVER 4 PG (5/4) 8 UP SHEETER [*] [*] [*]
RUN/M [*] [*] [*]
PLATE CHANGES/EACH [*] [*] [*]
---------
TOTAL PRINTING [*]
---------
Page 1
ACCESS PRINTING
BINDERY
ITEM QUANTITY COST TOTAL
PERFECT BIND 6 POCKETS [*] [*] [*]
RUN/M [*] [*] [*]
PERFECT BIND CAN/UK VERSION CHANGE [*] [*] [*]
RUN/M [*] [*] [*]
HANDLING SUPPLIED MATERIAL [*] [*] [*]
POLYBAG ONE PIECE-CLEAR [*] [*] [*]
RUN/M [*] [*] [*]
WAFER TABS [*] [*] [*]
RUN/M [*] [*] [*]
---------
TOTAL BINDERY [*]
---------
---------
TOTAL [*]
---------
Page 2