Letter of Agreement Purchase of Media Production, Distribution and Placement Services
Exhibit
10.13
Purchase
of Media Production, Distribution and Placement Services
This
letter of agreement describes the terms and conditions of an agreement between
144media LLC (“144media”), a public relations organization headquartered in New
York City and Better Bio Diesel (OTCBB BBDS with headquarters in Spanish Forks,
Utah, hereinafter known as “the company.”
As
agreed
to by both parties:
1.
Services Provided
144media
LLC shall provide to the company public relations services that include all
consultation, planning, production, post production, writing and editing,
layout, duplication, distribution and placement activities necessary to execute
national public relations campaigns highlighting one of more aspects of the
company’s products, services, operations, personnel, innovations or other
aspects of its business.
It
is
understood that these services shall result in the placement of these electronic
and print materials as finished programming and/or written editorial material
that is delivered to audiences by broadcast and cable television networks and
stations, non-broadcast outlets such as airline video programming, internet
portals and web sites, newspapers and newsmagazines, radio networks and radio
stations.
2.
Client
Change Requests, Approvals and Timeliness
The
company shall have the right to review and request changes on
first
drafts of all written materials and right of final approval on all rewrites.
Changes beyond those requested on first drafts shall incur charges to be
negotiated between the company and 144media on a case by case basis.
The
company shall approve all written scripts for electronic productions. It shall
further have the right to request changes on first edits of all electronic
productions, and it shall have the right of final approval on all electronic
productions. Changes of script or edited materials beyond those described above
shall incur charges to be negotiated between the company and 144media on a
case
by case basis.
Failure
by the company to provide change requests or specified approvals within five
(5)
business days of its receipt of editorial materials from 144media shall
constitute a material breach of this agreement.
3.
Guaranteed Placement, Placement Value and Measurement of Value
144media
guarantees that its placement of all editorial materials in media outlets shall
aggregate a total value of $3,000,000 dollars with the value of
placement determined by the fair market value costs necessary to purchase
comparable air time and editorial space for the company’s advertising.
Measurement
of value of company updates placed shall be calculated based on fair market
value published rates for purchase of advertising time and space in electronic
and print media to which materials are distributed.
4.
Reporting
144media
shall provide the company with a monthly written report of placements and the
dollar value of placements accrued against total asset value of media placements
purchased (such dollar amounts are determined as determined by method stated
in
the preceding Section 3).
5.
Agreement Duration
The
duration of this agreement shall be for two (2) years, or until the value of
public relations materials placed in media outlets equals $3,000,000, whichever
comes first; provided,
however, that the duration shall not be for less than one (1) year.
6.
Payment and Terms of Payment
In
consideration for its services provided under this Letter of Agreement, 144
media shall receive as payment from the company a total of $3,000,000 worth
of
the restricted stock of the company, based on a price of $00.75 per share of the company’s
stock.
Payment
of restricted stock shall be made to 144media within fifteen (15) business
days
of signing of this agreement by 144media and the company. Failure to transfer
restricted stock in specified amounts under this agreement within fifteen (15)
business days shall constitute a material breach of this agreement.
7.
Start
of Work
144media
is prepared to begin work immediately upon its receipt of payment under this
Agreement.
8.
Default
Any
failure of the company to transfer stock as required, provide timely review
and
approvals or fail to act in good faith to effectuate the terms of this
Agreement shall constitute a default. Upon default, all amounts due
144media hereunder shall be due and payable, and 144media may, in its sole
discretion, immediately suspend performance and terminate this Agreement.
9.
Indemnification
The
company shall indemnify and hold harmless 144media, its agents, employees,
legal
representatives, heirs, executors or assigns from and against any and all
losses, damages, expenses and liabilities or actions, investigations, inquiries,
arbitrations, claims or other proceedings in respect thereof, including
enforcement of this Agreement.
10.
Choice Of Law/Arbitration
The
resolution of all disputes, actions or proceedings arising out of this Agreement
shall be determined solely and exclusively by arbitration, by a single
arbitrator, under the rules of the American Arbitration Association as then
in
effect.
11.
Counterparts
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
Agreement. A telefaxed copy of this Agreement shall be deemed an
original.
12.
Modification and Waivers
No
change, modification or waiver of any provision of this Agreement shall be
valid
or binding unless it is in writing, dated subsequent to the Effective Date
of
this Agreement, and signed by both the company and 144media. No waiver of any
breach, term, condition or remedy of this Agreement by any party shall
constitute a subsequent waiver of the same or any other breach, term, condition
or remedy.
13.
Severability
If
one or
more provisions of this Agreement are held to be unenforceable under applicable
law, such provision(s) shall be excluded from this Agreement and the balance
of
the Agreement shall be interpreted as if such provision(s) were so excluded
and
shall be enforceable in accordance with its terms.
14.
Entire Agreement
This
Agreement constitutes the entire agreement and understanding of the parties
with
respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations
between the parties with respect to the subject matter hereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on
________________
2008:
For
144media LLLC
Xxxxxx
X.
Xxxxxx, President
____________________________________________________
Signed
____________________________________________________
Full
Legal Name (Print)
Xxxxx
X.
Xxxx
____________________________________________________
Signed
____________________________________________________
Full
Legal Name (Print)
