EXHIBIT 4.16
The following document is a translation provided for the convenience of
our English speaking readers.
Barcelona, October 11, 1991
AGREEMENT
PARTY OF THE FIRST PART: MEDIA PLANNING, S.A. (hereinafter referred to as
COMPANY), a corporation having its principal place of business at Avenida
General Xxxxx No. 38 in Madrid, Tax ID No. A26537637, recorded in the Commercial
Register of Madrid under Volume 5,069, General 4,220, Section 3, Page 48, Sheet
40,124, Entry 1,
Represented by Xx. Xxxx Xxxxxxxx-Xxxxxx Xxxxx, ID No. 37604967-X, in his
capacity as Managing Director, as evidenced by the document executed before the
honorable Notary of Madrid, Xx. Xxxxxxxxx Xxxxxxx Liabres, under notarial record
book No. 4,773.
PARTY OF THE SECOND PART: GESTORA DE VIVIENDAS, S.A. (hereinafter referred to as
AGENT), a corporation having its principal place of business at Calle Tuset No.
32 in Barcelona, Tax ID No. X00000000, recorded in the Commercial Register of
Barcelona under Volume 2235, Page 162, Sheet 22767, Book 1629, Section 2, Entry
1,
Represented by Xxxxxxx Xxxxx Xxxx, XX Xx. 00000000-X, xx his capacity as Legal
Representative, as evidenced by the document executed before the honorable
Notary of Barcelona, Xx. Xxxxxx Xxxxx Xxxxxx, under notarial record book 967,
WHEREAS
I. COMPANY is an enterprise that operates as an Advertising Agency and wishes to
contract the services of AGENT so that AGENT may negotiate agreements between
COMPANY and third parties in order to expand COMPANY's client base; and
II. AGENT wishes to provide COMPANY with services consisting of negotiating
commercial agreements or transactions on behalf of COMPANY as an independent
agent without assuming any risk associated with such transactions,
The parties have agreed upon the following:
TERMS AND CONDITIONS
1. The purpose of this Agreement is the AGENT's negotiation of commercial
agreements or transactions as an independent agent on behalf of the COMPANY
without assuming any risk associated with such agreements or transactions.
2. AGENT shall negotiate all commercial agreements or transactions entrusted to
it by COMPANY. For purposes of performing such negotiation, AGENT shall be
entitled to use the assistance of third parties.
3. AGENT shall perform its activities exclusively in the name of COMPANY and
shall act loyally and in good faith with respect to the same. To this end,
AGENT shall safeguard COMPANY's interests. In particular, AGENT shall:
.. exercise reasonable care in negotiating the agreements or transactions
entrusted to it;
.. provide COMPANY with all information available to AGENT as necessary for
the proper management of the agreements or transactions whose negotiation
is entrusted to it, particularly information concerning the solvency of all
third parties with whom transactions are pending conclusion or performance;
.. perform its activities according to all reasonable instructions received
from COMPANY, provided that such instructions do not affect AGENT's
independence; and
.. receive on behalf of COMPANY all manner of claims from third parties
regarding defects in the services provided as a result of the negotiated
transactions.
4. Furthermore, COMPANY shall act loyally and in good faith with respect to
AGENT. In particular, COMPANY shall:
.. provide AGENT in good time with all documents necessary for conducting
AGENT's professional activities;
.. provide AGENT with all information necessary to perform this Agreement; and
.. pay the compensation agreed upon.
5. AGENT's compensation shall be paid in the form of:
.. a one-time fee, which shall be set based on the investment that the client
makes in COMPANY's advertising, and
.. a variable amount that shall consist of a percentage of the net earnings
from the aforementioned agency service as a result of all commercial
relationships that COMPANY forms in the future with third parties based on
this Agreement, provided that AGENT has previously negotiated another
agreement or transaction with such third parties.
.. The payment to AGENT shall be effected upon the conclusion of each fiscal
year.
6. Either party may cancel this Agreement without prior notice and without
liability for any indemnification whatsoever.
7. This Agreement shall terminate upon the decision of either party to terminate
it.
8. All expenses resulting from the preparation and performance of this Agreement
shall be paid by each of the parties as provided by law.
In witness whereof, the parties have signed this Agreement in duplicate at the
place and on the date indicated above.
For: MEDIA PLANNING, S.A. GESTORA VIVIENDAS, S.A.
[Signature illegible] [Signature illegible]
Signed by: Xxxx Xxxxxxxx-Xxxxxx Xxxxx Xxxxxxx Xxxxx Vila
