[LETTERHEAD OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇]
March 18, 2002
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Chief Executive Officer
Nothin' But Net
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Letter of Agreement
Dear ▇▇▇:
This will serve as an umbrella Letter of Agreement to cover various projects
Nothin' But Net (hereinafter called "Client") has asked - or in future will
request - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC (hereinafter called "Agency") to perform:
A. Projects will be officially assigned to Agency and become subject to the
terms of this Letter of Agreement by a written authorization from Client,
or Agency Conference Report summarizing a verbal client authorization. All
the necessary details of each specific project known at the time of project
approval (i.e., agency fee estimates, out-of-pocket estimates, payment
terms, overall budgets, and timing, etc.) will either be included as an
addendum to the written authorization, or agreed to and recorded in the
form of a Client-approved document distributed to all appropriate parties.
B. Exhibit A entitled "Compensation, Services, & Billing Procedures" is hereby
incorporated in and made a part of the agreement.
C. Any work performed for Client that is beyond the scope of work as outlined
in each specific project agreement would require additional fees and
possibly additional out-of-pocket costs, but such additional fees and costs
must first be approved in writing by Client.
D. Agency may enter into contracts with third parties as Client's agent to
carry out the purposes of this Agreement as Client specifically authorizes.
The Agency shall become liable to such parties for all payments to third
parties only after the Agency is paid by Client for such obligations billed
to Client. Agency is not obligated to make a monetary commitment on behalf
of Client unless Client has advanced to Agency the estimated cost of the
commitment. Agency will estimate in advance gross charges of outside
companies for media placements, etc., to be supplied to Agency on behalf of
Client. Client agrees to advance Agency funds to cover said costs, prior to
Agency making a commitment.
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Letter of Agreement
Page 2 of 3
March 18, 2003
E. Agency will submit to Client for approval schedules of media advertising in
advance of Agency's contracting with the media on behalf of Client. All
schedules and invoices to Client will be at agreed NET rates. Client
understands that rates quoted for media advertising are subject to change
prior to media's acceptance of contract. Client agrees to advance to Agency
funds to cover said costs in advance and prior to Agency making a
commitment. In the event that said payments of Client should exceed the
forecasted costs, Agency will reapply excess funds to future media buys or
projects. Client reserves the right to approve and, in its reasonable,
discretion, to cancel or modify any and all schedules and plans submitted
by Agency. Clients shall be and remain liable for all charges and expenses
incurred by agency and approved by Client prior to notice of such
cancellations or modifications, including but not limited to any and all
costs for media insertions that cannot be cancelled should Client revisions
be requested after the insertion close date.
F. Agency shall be the agent of Client for the purchase of any materials and
external services used in the development of marketing communications
materials for Client, for all purposes, including but not limited to the
obligation of both parties to collect and pay all applicable sales and use
tax. Client shall bear sole liability and shall pay for all obligations
incurred by Agency on Client's behalf within the scope of Client's
authority. Client shall be solely liable for any and all sales and use tax
due to any materials or services purchased on Client's behalf by Agency.
G. Agency shall not be liable to Client for erros of third parties with whom
Agency contracts for and on behalf of Client.
H. Client shall be responsible for the accuracy, completeness and propriety of
all claims and representations concerning its products and services
appearing in any advertising or marketing communications materials. Client
is also responsible for ensuring all advertising and marketing
communications adhere to any legal requirements specific to Client's
industry or business.
I. Accordingly, Client shall hold harmless, indemnify, and defend Agency, its
affiliates and associates, from any and all liability and expense.
▇. ▇▇▇▇▇▇ party can terminate this Letter of Agreement upon 60 days prior
written notice of termination to the other party. Upon termination, Agency
shall invoice Client for all amounts due to Agency and Client agrees to pay
same upon receipt of invoice.
K. Upon termination of this Agreement, any and all materials, which Client has
paid for and which are in the possession of Agency shall be provided to the
Client. However, Agency may retain possession of all such material until
Client pays all amounts due Agency. The copyright ownership of all Agency
work product created in behalf of Client shall belong to the Agency until
such work product is paid for in full.
L. The provisions of this Letter of Agreement shall be interpreted and
construed in accordance with the laws of Hennepin County in the State of
Minnesota.
M. The persons signing this Agreement on behalf of Client and Agency ▇▇▇▇▇▇
personally represent to the other party that he/she has the actual
authority to sign on behalf of Client and Agency, respectively.
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Letter of Agreement
Page 3 of 3
March 18, 2002
We are pleased to be doing work on behalf of Nothin' But Net, and will do our
best to provide you with the highest quality work within your budgets and
guidelines.
Sincerely,
▇▇▇ ▇▇▇▇▇
President
▇▇▇▇▇▇ and Accpeted:
On behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC On behalf of Nothin' But Net
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Signature Signature
▇▇▇▇ ▇▇▇▇▇▇▇, Account Supervisor ▇▇▇▇▇▇ ▇▇▇▇▇▇/C.E.O.
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Name/Title Name/Title
March 18, 2002
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Date Date
Attachments: Exhibit A - Compensation, Service and Billing Procedures
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Nothin' But Net
COMPENSATION, SERVICES AND BILLING PROCEDURES
2003
Exhibit A
PART I - COMPENSATION
A. The agreement between Nothin' But Net (Client) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
LLC (Agency) will be based on the following:
a. Account management services will be provided to the Client pro ▇▇▇▇
while all other services, including creative, production and media,
will be billed at Agency standard hourly rates. No costs will be
incurred until Client has authorized work to begin. All media invoices
and creative material production to be billed to Client at NET. All
miscellaneous costs will be billed to Client at net.
B. Account Management services provided pro ▇▇▇▇ (free of charge) to Client:
a. Communications strategy and planning
b. Day-to-day management of account
i. Client contact
ii. Vendor contact
iii. Traffic of creative materials
C. Creative & production services billed to Client at Agency standard hourly
rates:
a. Creative development & production
D. Media services billed to Client at Agency standard hourly rates:
a. Counsel and Planning to insure a completely integrated advertising
program.
b. Media Selection and Checking
i. Detailed media recommendations followed by scheduling and
purchase of approved media, and the verification of media
performance.
ii. Media will be invoiced at agreed NET rates.
E. Production billed to Client at NET:
a. Vendor production of creative materials.
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Exhibit A
Page 2 of 3
March 18, 2003
F. Misc. costs billed to Client at NET:
a. Local and Long Distance Telephone, Facsimile, Parking, Postage,
Photocopying and Shipping.
b. Sending orders and instructions to media and suppliers.
c. Expenses for travel (such as airfare, car rentals, hotel and per diem
costs) incurred by our by our staff. Travel expenses incurrred by
Client and vendors for various business meetings and location
production will be billed at net.
PART II - BILLING AND PAYING PROCEDURES
A. Billing Procedures
a. Agency will submit to Client invoices for all services and expenses
incurred on a monthly basis.
b. Terms for invoice payment are net 30 with a 1.5% finance charge per
month on all past due accounts.
c. Each month, Agency will submit to Client a budget recap outlining the
actual-to-date and forcasted expenses for the year.
PART III - GENERAL PROVISIONS
A. Client's Right to Cancel
Client has the right to modify, revise, or cancel any advertising plans,
schedule or work. Agency will take proper steps immediately upon
instructions from Client to effect such changes; however, Client agrees to
assume liability for the cost of such changes and to reimburse Agency for
them.
B. Agency's Right to Cancel
Agency is not required to advance funds for the Client. If the Agency does
not receive adequate funds to pay any commitment the Agency has made for
Client prior to space close date, the Agency has the absolute right to
cancel the commitment and Client will be responsible for any charges
incurred as a result of said cancellation.
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Exhibit A
Page 3 of 3
March 18, 2002
C. Checking Copies of Advertisements
Publications (newspapers, magazines, trade papers, etc.) containing
Client's advertising -- either copies of such publications or tear sheets
from them - will be retained in our file for sixty days after publication
for the Client's inspection. Agency will send tear sheets to client, if
requested, one billing cycle after the media is invoiced.
Affidavits from radio and television, advertising will also be retained in
our file for Client's inspection for sixty days after the date of the
program.
D. Examination of Records
Upon advance request, client may during the normal working hours examine
our records and files, which pertain specifically to the Client's
advertising.
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