EXHIBIT 10.1(A)
ADMINISTRATIVE SERVICES AGREEMENT
BY AND BETWEEN
TRUE NORTH COMMUNICATIONS INC.
AND
MODEM MEDIA . ▇▇▇▇▇ ▇▇▇▇▇, INC.
TABLE OF CONTENTS
PAGE
----
ARTICLE I DEFINITIONS................................................... 1
1.1 ADDITIONAL SERVICES.......................................... 1
1.2 EXPIRATION DATE.............................................. 1
1.3 IMPRACTICABLE................................................ 1
1.4 INITIAL SERVICES............................................. 1
1.5 INSURANCE SERVICES........................................... 1
1.6 LEGAL SERVICES............................................... 1
1.7 PROVIDING COMPANY............................................ 1
1.8 RECEIVING COMPANY............................................ 1
1.9 REPRESENTATIVE............................................... 1
1.10 SERVICES..................................................... 1
1.11 TAX PREPARATION SERVICES..................................... 2
1.12 TERMINATION DATE............................................. 2
1.13 TREASURY CONSULTING SERVICES................................. 2
ARTICLE II SERVICES...................................................... 2
2.1 SERVICES..................................................... 2
2.2 TERM......................................................... 3
2.3 CHARGES AND PAYMENT.......................................... 3
2.4 GENERAL OBLIGATIONS; STANDARD OF CARE........................ 4
2.5 CERTAIN LIMITATIONS.......................................... 5
2.6 CONFIDENTIALITY.............................................. 6
2.7 TERMINATION.................................................. 6
2.8 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY OR
LIABILITIES AND INDEMNIFICATION.............................. 6
2.9 REPRESENTATIVE............................................... 7
2.10 DISPUTE RESOLUTION........................................... 7
2.11 BINDING ARBITRATION.......................................... 8
2.12 INJUNCTIVE RELIEF............................................ 8
ARTICLE III MISCELLANEOUS................................................ 9
3.1 TAXES........................................................ 9
3.2 LAWS AND GOVERNMENTAL REGULATIONS............................ 9
3.3 RELATIONSHIP OF PARTIES...................................... 9
3.4 EXPENSES..................................................... 9
3.5 REFERENCES................................................... 9
3.6 MODIFICATION AND AMENDMENT................................... 10
3.7 INCONSISTENCY................................................ 10
-i-
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT, dated as of February, 1999 (the
"Effective Date"), is by and between True North Communications Inc., a Delaware
corporation ("TNC"), and Modem Media . ▇▇▇▇▇ ▇▇▇▇▇, Inc., a Delaware corporation
("MMPT").
WHEREAS, the Boards of Directors of TNC and MMPT have determined that it is
in the best interests of each of TNC and MMPT and their respective stockholders
for one or both of the parties to provide to the other party the Services
described herein for a transitional period.
NOW, THEREFORE, in consideration of the premises and for other good and
valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
For the purpose of this Agreement the following terms shall have the
following meanings:
1.1 ADDITIONAL SERVICES shall have the meaning set forth in Subsection
2.1(c).
1.2 EXPIRATION DATE shall have the meaning set forth in Section 2.2.
1.3 IMPRACTICABLE (and words of similar import) shall have the meaning
set forth in Subsection 2.5(a).
1.4 INITIAL SERVICES shall have the meaning set forth in Subsection
2.1(a).
1.5 INSURANCE SERVICES shall have the meaning set forth in Subsection
2.1(a)(ii).
1.6 LEGAL SERVICES shall have the meaning set forth in Subsection
2.1(a)(iii).
1.7 PROVIDING COMPANY shall mean, with respect to any particular
Services, the entity or entities identified on the applicable Exhibit as the
party to provide such Services.
1.8 RECEIVING COMPANY shall mean, with respect to any particular
Services, the entity or entities identified on the applicable Exhibit as the
party to receive such Services.
1.9 REPRESENTATIVE of any party shall mean a managerial level employee
appointed by such party to have the responsibilities and authority set forth in
Section 2.9.
1.10 SERVICES shall have the meaning set forth in Subsection 2.1(c).
1.11 TAX PREPARATION SERVICES shall have the meaning set forth in
Subsection 2.1(a)(i).
1.12 TERMINATION DATE shall have the meaning set forth in Section 2.2.
1.13 TREASURY CONSULTING SERVICES shall have the meaning set forth in
Subsection 2.1(a)(iv).
ARTICLE II
SERVICES
2.1 SERVICES.
(a) INITIAL SERVICES. Except as otherwise provided herein, for the
term determined pursuant to Section 2.2 hereof, Providing Company shall provide
or cause to be provided to Receiving Company, in each case as identified in the
Exhibits attached hereto or subsequently agreed to prior to the Closing Date in
accordance with the procedures set fort herein, the following "Initial
Services":
(i) TAX PREPARATION SERVICES described in Exhibit A attached
hereto;
(ii) INSURANCE SERVICES described in Exhibit B attached hereto;
(iii) LEGAL SERVICES described in Exhibit C attached hereto; and
(iv) TREASURY CONSULTING SERVICES described in Exhibit D
attached hereto.
(b) FINAL EXHIBITS. The parties have made good faith efforts as of
the date hereof to identify each Initial Service and complete the content of
each Exhibit pertaining to the Initial Services. To the extent an Exhibit has
not been prepared for an Initial Service or an Exhibit is otherwise incomplete
as of the date hereof, the parties shall use good faith efforts to prepare or
complete Exhibits by the Closing Date. Any services reflected on any such
additional or amended Exhibit shall be deemed an "Initial Service" as if set
forth on such Exhibit as of the date hereof.
(c) ADDITIONAL SERVICES. From time to time after the Closing Date,
the parties may identify additional services that one or both of the parties
will provide to the other party in accordance with the terms of this Agreement
(the "Additional Services" and, together with the Initial Services, the
"Services"). The parties shall create an Exhibit for each Additional Service
setting forth the identities of the Providing Company and the Receiving Company,
a description of the Service, the time period during which the Service will be
provided, the charge, if any, for the
-2-
Service and any other terms applicable thereto and obtain the approval of each
party's Representative (set forth on in Schedule 1 attached hereto). Any such
Exhibit shall be agreed upon by the parties prior to the performance of such
Services.
(d) SERVICES PERFORMED BY OTHERS. At its option, Providing Company
may cause any Service it is required to provide hereunder to be provided by any
other person that is providing, or may from time to time provide, the same or
similar services for the Providing Company or its subsidiaries or business
units. The Providing Company shall remain responsible, in accordance with the
terms of this Agreement, for performance of any Services it causes to be so
provided and Receiving Party shall not be liable to any other person that is
providing any Services pursuant hereto for charges relating to the performance
of such Services, unless Providing Party assigns its right to payment for such
Services to such other person pursuant to Section 2.3(c) hereof.
(e) SERVICES NOT INCLUDED. Initial Services shall not include:
(i) Corporate Secretarial Services;
(ii) Corporate Development Advice;
(iii) Investor Relations;
(iv) Public Relations; and
(v) Governmental Affairs.
2.2 TERM. The term of this Agreement shall commence on the Effective Date
and shall remain in effect through one year from the Effective Date ("Expiration
Date"), unless terminated on an earlier date under Section 2.7 ("Termination
Date"). This Agreement may be extended by the parties in writing either in
whole or with respect to one or more of the Services, provided, however, that
such extension shall only apply to the Service for which the Agreement was
extended. The parties shall be deemed to have extended this Agreement with
respect to a specific Service if the Exhibit for such Service specifies a
completion date beyond the aforementioned Expiration Date. The parties may agree
on an earlier expiration date for a specific Service by specifying such date on
the Exhibit for that Service. Services shall be provided up to and including
the date set forth in the applicable Exhibit, subject to earlier termination as
provided herein.
2.3 CHARGES AND PAYMENT.
(a) CHARGES FOR INITIAL SERVICES. Receiving Company shall pay
Providing Company the charges, if any, set forth on the Exhibit for each of the
Services listed therein as adjusted, from time to time, by TNC as budgeted or
estimated costs are reconciled to actual incurred costs. Wherever practical,
charges shall be based on actual incurred costs, not budgeted or estimated. The
parties also intend for charges to be easy to administer and justify and,
therefore, they
-3-
hereby acknowledge it may be counterproductive to try to recover every cost,
charge or expense, particularly those that are insignificant or de minimis. The
parties shall use good faith efforts to discuss any situation in which the
actual charge for a Service is reasonably expected to exceed the estimated
charge, if any, set forth on an Exhibit for a particular Service, provided,
however, that the incurrence of charges in excess of any such estimate shall not
justify stopping the provision of, or payment for, Services under this
Agreement.
(b) CHARGES FOR ADDITIONAL SERVICES. Receiving Company shall pay
Providing Company the charges, if any, set forth on each Exhibit hereafter
created for each of the Additional Services listed therein.
(c) PAYMENT TERMS. Providing Company shall ▇▇▇▇ Receiving Company
monthly for all charges pursuant to this Agreement. Such bills shall be
accompanied by reasonable documentation or other reasonable explanation
supporting such charges. Receiving Company shall pay Providing Company for all
Services provided hereunder within thirty (30) days after receipt of an invoice
therefor.
(d) PRICING ADJUSTMENTS. In the event of a tax audit adjustment
relating to the pricing of any or all Services provided pursuant to this
Agreement in which it is determined by a taxing authority that any of the
charges, individually or in combination, did not result in an arm's-length
payment, as determined under applicable law or, in the absence thereof,
internationally accepted arm's-length standards, then the parties, including a
Providing Company subcontractor providing or receiving Services hereunder, shall
agree to make corresponding adjustments to the charges in question for such
period to the extent necessary to achieve arm's-length pricing. Any adjustment
made pursuant to this Subsection 2.3(d) shall be reflected in the parties'
official books and records, and the resulting overpayment or underpayment shall
create an obligation to be paid in the manner specified in Subsection 2.3(c).
2.4 GENERAL OBLIGATIONS; STANDARD OF CARE.
(a) TRANSITIONAL NATURE OF SERVICES; CHANGES. The parties acknowledge
the transitional nature of the Services and that Providing Company may make
changes from time to time in the manner of performing the Services if Providing
Company is making similar changes in performing similar services for itself and
if Providing Company furnishes to Receiving Company at least 30 days prior
written notice.
(b) RESPONSIBILITY FOR ERRORS; DELAYS. Providing Company's sole
responsibility to Receiving Company:
(i) for errors or omissions in Services, shall be to furnish
correct information, payment and/or adjustment in the Services, at no additional
cost or expense to Receiving Company; provided, Receiving Company must promptly
advise Providing Company of
-4-
any such error or omission of which it becomes aware after having used
reasonable efforts to detect any such errors or omissions.
(ii) for failure to deliver any Service because of
Impracticability, shall be to use reasonable efforts, subject to Subsection
2.5(b), to make the Services available and/or to resume performing the Services
as promptly as reasonably practicable;
(c) GOOD FAITH COOPERATION; CONSENTS. The parties will use good faith
efforts to cooperate with each other in all matters relating to the provision
and receipt of Services. Such cooperation shall include exchanging information,
performing adjustments to costs of Services and obtaining all consents or
approvals required for the provision or receipt of Services. The parties will
maintain documentation supporting the information contained in the Exhibits and
cooperate with each other in making such information available as needed in the
event of a tax audit, whether in the United States or any other country.
(d) ALTERNATIVES. If Providing Company reasonably believes it is
unable to provide any Service because of a failure to obtain necessary consents
or approvals pursuant to Subsection 2.4(c) or because of Impracticability, the
parties shall cooperate to determine the best alternative approach. Until such
alternative approach is found or the problem otherwise resolved to the
satisfaction of the parties, the Providing Party shall use reasonable efforts,
subject to Section 2.5(a) and Section 2.5(b), to continue providing the Service.
To the extent an agreed upon alternative approach requires payment above and
beyond that which is included in the Providing Company's charge for the Service
in question, the parties shall share equally in making any such payment unless
they otherwise agree in writing.
2.5 CERTAIN LIMITATIONS.
(a) IMPRACTICABILITY. Providing Company shall not be required to
provide any Service to the extent the performance of such Service becomes
"Impracticable" as a result of a cause or causes outside the reasonable control
of Providing Company including unfeasible technological requirements, or to the
extent the performance of such Services would require Providing Company to
violate any applicable laws, rules or regulations or would result in the breach
of any software license or other applicable contract.
(b) ADDITIONAL RESOURCES. Except as provided in an Exhibit for a
specific Service, in providing the Services, Providing Company shall not be
obligated to: (i) hire any additional employees; (ii) maintain the employment of
any specific employee; (iii) purchase, lease or license any additional equipment
or software; or (iv) pay any costs related to the transfer or conversion of
Receiving Company's data to Receiving Company or any alternate supplier of
Services.
-5-
(c) NO SALE, TRANSFER, ASSIGNMENT. Receiving Company may not sell,
transfer, assign or otherwise use the Services provided hereunder, in whole or
in part, for the benefit of any person other than Receiving Company.
2.6 CONFIDENTIALITY.
(a) ALL INFORMATION CONFIDENTIAL. Any information used to perform or
receive the Services provided hereunder is confidential and proprietary to the
party or third party providing such information. The party who receives such
information shall treat such information and all related procedures and
documentation as confidential and proprietary to the party or third party
vendors providing such information.
(b) INTERNAL USE; TITLE, COPIES, RETURN. Receiving Company agrees
that:
(i) all procedures and related materials provided to Receiving
Company are for Receiving Company's internal use and use of Receiving Company's
clients; and
(ii) upon the termination of any of the Services, Receiving
Company shall return to Providing Company, as soon as practicable, all equipment
or other property of Providing Company relating to the Services which is owned
or leased by it and is or was in Receiving Company's possession or control.
2.7 TERMINATION. MMPT may terminate this Agreement either with respect to
all, or with respect to any one or more, of the Services provided hereunder at
any time from time to time, for any reason or no reason, by giving written
notice to TNC at least ninety (90) days prior to the date of such termination.
TNC may terminate this Agreement with respect to all, or with respect to any one
or more, of the Services provided hereunder at any time from time to time
beginning, with respect to any such Service, the later of (i) one year from the
Effective Date; or (ii) the Expiration Date of such Service, for any reason or
no reason, by giving written notice to MMPT at least one hundred eighty (180)
days prior to the date of such termination. In the event of any termination
with respect to one or more, but less than all, Services, this Agreement shall
continue in full force and effect with respect to any Services not terminated
hereby.
2.8 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY OR LIABILITIES AND
INDEMNIFICATION.
(a) DISCLAIMER OF WARRANTIES. PROVIDING COMPANY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT
TO THE SERVICES. PROVIDING COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO
THE QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE.
-6-
(b) LIMITATION OF LIABILITY OR LIABILITIES; INDEMNIFICATION OF
RECEIVING COMPANY. Providing Company shall have no liability or liabilities to
Receiving Company with respect to its furnishing any of the Services hereunder
except for liability or liabilities arising out of the gross negligence or
willful misconduct of Providing Company. Providing Company will indemnify,
defend and hold harmless Receiving Company in respect of all liability or
liabilities related to, arising from, asserted against or associated with such
gross negligence or willful misconduct. Except as provided in the preceding
sentence, in no event shall Providing Company have any liability or liabilities
for any incidental, indirect special or consequential damages, whether or not
caused by or resulting from negligence or breach of obligations hereunder and
whether or not informed of the possibility of the existence of such damages.
(c) LIMITATION OF LIABILITY OR LIABILITIES; INDEMNIFICATION OF
PROVIDING COMPANY. Receiving Company shall indemnify and hold harmless the
Providing Company in respect of all liability or liabilities related to, arising
from, asserted against or associated with Providing Company's furnishing the
Services provided for in this Agreement, other than liability or liabilities
arising out of the gross negligence or willful misconduct of Providing Company.
The provisions of this indemnity shall apply only to losses which relate
directly to the provision of Services. In no event shall Receiving Company have
any liability or liabilities for any incidental, indirect, special or
consequential damages, whether or not caused by or resulting from negligence or
breach of obligations hereunder and whether or not informed of the possibility
of the existence of such damages.
(d) SUBROGATION OF RIGHTS VIS-A-VIS THIRD PARTY CONTRACTORS. In the
event any liability or liabilities arise from the performance of Services
hereunder by a third party contractor, the Receiving Company shall be subrogated
to such rights, if any, as the Providing Company may have against such third
party contractor with respect to the Services provided by such third party
contractor to or on behalf of the Receiving Company.
2.9 REPRESENTATIVE. The parties shall each appoint a Representative to
facilitate communications and performance under this Agreement. Each party may
treat an act of a Representative of the other party as being authorized by such
other party without inquiring behind such act or ascertaining whether such
Representative had authority to so act. The initial Representatives are named
on Schedule 1. Each party shall have the right at any time and from time to
time to replace its Representative by giving notice in writing to the other
party setting forth the name of (i) the Representative to be replaced and (ii)
the replacement, and certifying that the replacement Representative is
authorized to act for the party giving the notice in all matters relating to
this Agreement. Each Representative is hereby authorized by the party he or she
represents to approve the establishment of new, or modifications to existing,
Exhibits for Initial Services before or after the Closing Date and the addition
of new Exhibits for Additional Services after the Closing Date.
2.10 DISPUTE RESOLUTION. In the event a dispute arises over the terms of
this agreement in an amount over $50,000 (a "Dispute"), the Representatives of
each party shall make a
-7-
good faith effort to resolve the Dispute within fifteen (15) days. If the
Representatives cannot resolve the Dispute, the Chief Financial Officers of each
party shall make a good faith effort to resolve the Dispute within fifteen (15)
days. If the Chief Financial Officers of each party cannot resolve the Dispute,
then the Chief Executive Officers of each party shall make a good faith effort
to resolve the Dispute within fifteen (15) days. If the Chief Executive Officers
cannot resolve the Dispute, then the parties hereby agree to settle such Dispute
in arbitration pursuant to the terms set forth in Section 2.11.
2.11 BINDING ARBITRATION.
(a) Except as set forth in Section 2.10 and 2.12, any dispute,
controversy or claim arising in connection with this Agreement shall be settled
by binding arbitration if so requested by any party hereto pursuant to paragraph
(b) below. The arbitration shall be conducted by three arbitrators, who shall be
appointed pursuant to the rules of the American Arbitration Association (the
"AAA"). The arbitration shall be held in Chicago, Illinois and shall be
conducted in accordance with the commercial arbitration rules of the AAA, except
that the rules set forth in this Section 2.11 shall govern such arbitration to
the extent they conflict with the rules of the AAA.
(b) Upon written notice by a party to the other parties of a request
for arbitration hereunder, the parties shall use their commercially reasonable
efforts to cause the arbitration to be conducted in an expeditious manner. All
other procedural matters shall be within the discretion of the arbitrators. In
the event a party fails to comply with the procedures in any arbitration in a
manner deemed material by the arbitrators, the arbitrators shall fix a
reasonable period of time for compliance and, if the party does not comply
within said period, a remedy deemed just by the arbitrators, including an award
of default, may be imposed.
(c) The determination of the arbitrators shall be final and binding
on the parties. Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction. The parties shall each be responsible
for their own expenses in connection with such arbitration, including, without
limitation, counsel fees and fees of experts; provided, however, that the
parties shall share equally in the expense of the arbitrators and of the AAA.
(d) Notwithstanding anything contained herein to the contrary, the
arbitrators shall not be limited as to the form of relief or remedy provided
pursuant to this Section 2.11.
2.12 INJUNCTIVE RELIEF. The parties hereto acknowledge that should they
breach any of their respective obligations under Section 2.6 such other parties
hereto may suffer irreparable injury for which money damages may be inadequate,
and therefore consent to the enforcement of such obligations by means of
temporary or permanent injunction of any court having jurisdiction thereof, and
each party hereto shall be entitled to assert any claim it may have for damages
resulting from breach of such obligations in addition to seeking injunctive
relief.
-8-
ARTICLE III
MISCELLANEOUS
3.1 TAXES. Receiving Company shall bear all taxes, duties and other
similar charges (and any related interest and penalties), imposed as a result of
its receipt of Services under this Agreement, including any tax which Receiving
Company is required to withhold or deduct from payments to Providing Company,
except (a) any tax allowable as a credit against the U.S. Federal income tax of
the Providing Company, and (b) any net income tax imposed upon Providing Company
by the country of its incorporation or any governmental entity within its
country of incorporation. To assist Providing Company in obtaining the credit
identified in Subsection (b) of this Section 3.1, Receiving Company shall
furnish Providing Company with such evidence as may be required by the relevant
taxing authorities to establish that any such tax has been paid.
3.2 LAWS AND GOVERNMENTAL REGULATIONS. Receiving Company shall be
responsible for (i) compliance with all laws and governmental regulations
affecting its business and (ii) any use Receiving Company may make of the
Services to assist it in complying with such laws and governmental regulations.
While Providing Company shall not have any responsibility for Receiving
Company's compliance with the laws and regulations referred to above, Providing
Company agrees to use reasonable efforts, subject to Subsection 2.5(b), to cause
the Services to be designed in such manner that such Services shall be able to
assist Receiving Company in complying with applicable legal and regulatory
responsibilities. The Providing Company's charge, if any, for such Service may
reflect its efforts under this Section 3.2. In no event, however, shall
Receiving Company rely solely on its use of the Services in complying with any
laws and governmental regulations.
3.3 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be deemed or
construed by the parties or any third party as creating the relationship of
principal and agent, partnership or joint venture between the parties, it being
understood and agreed that no provision contained herein, and no act of the
parties, shall be deemed to create any relationship between the parties other
than the relationship of independent contractor, nor be deemed to vest any
rights, interest or claims in any third parties.
3.4 EXPENSES. Except as expressly set forth herein (including in the
Exhibits hereto), all legal and other costs and expenses incurred in connection
with this Agreement will be paid by TNC in the case of costs or expenses
incurred by TNC, or MMPT in the case of costs or expenses incurred by MMPT.
3.5 REFERENCES. All reference to Sections, Articles, Exhibits or
Schedules contained herein mean Sections, Articles, Exhibits or Schedules of or
to this Agreement, as the case may be, unless otherwise stated. When a
reference is made in this Agreement to a "party"or "parties," such reference
shall be to a party or parties to this Agreement unless otherwise indicated.
Whenever the words "include," "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation." The use of the singular herein shall be deemed to be or
-9-
include the plural (and vice versa) whenever appropriate. The use of the words
"hereof," herein," "hereunder," and words of similar import shall refer to this
entire Agreement, and not to any particular article, section, Subsection,
clause, paragraph or other subdivision of this Agreement, unless the context
clearly indicates otherwise. The word "or" shall not be exclusive; "may not" is
prohibitive and not permissive.
3.6 MODIFICATION AND AMENDMENT. Except for modifications to Exhibits,
which may be made by Representatives pursuant to Section 2.9 hereof, this
Agreement may not be modified or amended, or any provision waived, except in
writing signed by both parties.
3.7 INCONSISTENCY. In the event of any inconsistency between the terms of
this Agreement and any of the Exhibits hereto, the terms of this Agreement,
other than charges and Expiration Dates of Services, shall control.
-10-
IN WITNESS WHEREOF, the parties have executed this Administrative Services
Agreement as of the date first above written.
TRUE NORTH COMMUNICATIONS INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
MODEM MEDIA . ▇▇▇▇▇ ▇▇▇▇▇, INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
-11-
EXHIBIT A
TAX PREPARATION SERVICES
1. Providing Company: TNC
-----------------
2. Receiving Company: MMPT
-----------------
3. Description of Service:
----------------------
Services Included:
. Preparation of Federal corporate tax returns, extensions, and E/S
payments.
. Maintain required tax records including depreciation, basis, foreign
earnings & profits, foreign tax credit records and required analysis
((S)1.861-8 analysis, etc.)
. US tax compliance for foreign entities
. Responding to IRS, state and local inquires
. Handling of IRS, state and local audits
. State & Local income tax returns for Connecticut, New York, New
Jersey, Pennsylvania and all unitary/combined reporting states
. Preparation of state franchise tax returns
Services NOT Included:
. Preparation of local sales & use tax returns, payroll tax returns,
foreign tax returns
. Preparation of local business tax returns (Chicago head tax, NYC rent
tax, etc.)
. State unclaimed property filings, audits, etc.
4. Charges for Services:
--------------------
The annual cost of these services will be agreed by the parties and are
expected to be approximately $25,000.
EXHIBIT B
INSURANCE SUPPORT SERVICES
1. Providing Company: TNC
-----------------
2. Receiving Company: MMPT
-----------------
3. Description of Service:
----------------------
. Insurance (inclusive of director and officers insurance). MMPT will
have a separate insurance program modeled after the TNC program. Aon
will remain the Broker of Record and insurance administrative work
(annual renewal process, issuance of insurance certificates, claim
management, etc.) will be performed internally by TNC. Separate
policies would be issued with pricing, limits, deductibles modeled
after the current TNC coverages.
4. Charges for Services:
--------------------
. The aggregate annual cost of the TNC provided services will be $3,000.
EXHIBIT C
LEGAL SERVICES
1. Providing Company: TNC
-----------------
2. Receiving Company: MMPT
-----------------
3. Description of Service:
----------------------
Services Included:
. Drafting and review of agency, production, confidentiality, employment
and software agreements; review of website content; review of internet
sweepstakes and other promotions; consultation on production and
trademark clearance issues.
Services NOT Included:
. Advice with respect to securities transactions and securities law
advice, mergers and acquisitions and other corporate transactions,
employee benefits or employment matters.
4. Charges for Services:
--------------------
$120.00 per hour.
EXHIBIT D
TREASURY CONSULTING SERVICES
1. Providing Company: TNC
-----------------
2. Receiving Company: MMPT
-----------------
3. Description of Service:
----------------------
Consulting services regarding:
. Banking relationships
. Credit arrangements
. Cash management systems to collect and disburse cashflow
. Treasury management system for cash control
. Investments
. Treasury policies
. Foreign exchange
. Letters of credit
. Retirement plans; selection of managers, record keeper, administrator,
etc.
. Retirements plans; the fiduciary responsibilities for a separate
company under ERISA.
4. Charges for Services:
--------------------
$300.00 per hour.
SCHEDULE 1
REPRESENTATIVES
Representative of TNC: ▇▇▇▇ ▇▇▇▇▇▇, Secretary
True North Communications Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
Representative of MMPT: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer
Modem Media . ▇▇▇▇▇ ▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇