EXHIBIT 10.7
PROJECT AGREEMENT
This Project Agreement ("Agreement") is made on this 18th day of November, 1999
by and between The Compass Group dba Xxxxx Marketing Group, a California
corporation ("SMG") with its principal place of business at 000 Xxxxxxxx Xxx,
Xxxxxxxx, Xxxxxxxxxx 00000, and Futurus Financial Services, Inc. ("Client") with
its principal place of business at 0000 Xxxxxx Xxxx, Xxxxxxx, XX, 00000. In
consideration of the mutual promises set forth herein, Client and SMG agree as
follows:
PROJECT NAME: LOGO DEVELOPMENT, BRANCH DESIGN CONSULTATION AND INTRODUCTORY
COLLATERAL
PROJECT DESCRIPTION
1. SMG agrees to create, design, deliver, and produce in accordance with the
following specifications:
Project Description Design and develop Client's logo; provide design and
consultation on branch design; create and develop
introductory collateral as a sales-tool for bank
officers
Deliverables
LOGO DESIGN
Direct the design of Client's logo consistent with Client's target market,
business objectives and brand strategy. SMG will:
/X/ Prepare creative brief to serve as the foundation for logo design.
/X/ Design, develop and present up to three (3) alternative black and white
logo concept directions, including design of the visual graphic (icon)
and/or typography of brand name.
/X/ Refine one (1) selected black and white logo design based on Client
approval of one concept direction.
/X/ Create and present three (3) alternative color comprehensives of
approval black and white logo design for Client review and selection.
/X/ Produce mechanical artwork of approved color logo design for
production.
DESIGN CONSULTATION
Provide review and consultation services to support client's development of its
flagship store. SMG will:
/X/ Review architect's preliminary drawings and make design commendations
based upon Client's business objectives, its target market and the
culture of the community.
/X/ Provide second and third round review and recommendations to help
Client's architect prepare for plan submission to the city for
approval.
/X/ Propose retail merchandising enhancement concepts for inclusion into
the developing flagship branch.
SALES SUPPORT COLLATERAL
Provide sales support marketing services to help build awareness, interest and
revenue. SMG will:
/X/ Develop and recommend a sales tool concept direction targeted to
business owners and business decision makers.
/X/ Develop concept based upon Client feedback and approval.
/X/ Direct copywriting and graphic development of sales tool as
appropriate. Present to Client for final approval.
/X/ Manage production of final approved design. Manage delivery to Client.
PROJECT FEE
2. As and for the total Project Fee, Client agrees to pay to SMG for the usage
rights granted herein, the sum of $50,000 . Not included is the cost of travel
outside the San Francisco Bay Area, deliveries, and any applicable federal,
state, and/or local taxes. Deliveries and any travel expenses outside the San
Francisco Bay Area will be billed at cost, with each progress billing.
Fees exclude cost of design, production, production mechanicals or materials,
prototypes, models, copies of presentation boards and/or materials, fixtures,
furniture, signage, display materials, packaging, original photography, original
illustration, logo design, copywriting photography or illustration usage fees
and/or buyout fees. Such additional costs will be billed with each progress
billing.
For retail design consultation services, it is Client's responsibility to direct
architect to review all design recommendations to meet any federal, state,
and/or local codes, building and/or developer requirements. Tellerline
operations and back office space design is responsibility of architect. Costs of
any actual design drawings, construction,
construction supervision, fixtures, furnishings and /or production, models or
prototypes are outside the scope of this project and are not included. Fees are
for retail design consultation services and do not include land surveyors,
engineering, landscaping, or other consultants.
Original concept presentation boards remain the property of SMG. Copies will be
made available for Client's use as requested and billed to Client at cost.
Client agrees to allow photography and/or videotape to be taken at SMG's
expense. Photography, videotapes and/or samples relating to project may used by
SMG for promotional purposes.
3. The sum of $20,000 or 40 % of the Project Fee is due from Client to SMG on
November 18, 1999. The balance of the Project Fee, plus any additional costs, is
due and payable as follows:
$ 20,000 or 40% of the Project Fee Due upon delivery of final logo design
$ 10,000 or 20% of the Project Fee Due upon delivery of collateral concept
It is anticipated that the project, with the exception of project reviews and
approval meetings, will be completed with much of the work being done via
telephone, conference call, facsimile, email, regular mail, and, as required,
overnight courier service.
4. Alterations or changes represent work performed or to be performed by SMG in
addition to the original project description stated in paragraph 1. Any such
alterations or changes shall be confirmed in writing by SMG, except that SMG's
invoices to Client may include, and Client shall be obligated to pay, additional
fees or expenses verbally authorized by Client to process work promptly. Client
shall offer SMG the first opportunity to make any such alterations or changes.
5. Client knows and understands that SMG will contract for certain project
support services, and in so doing, SMG has relied on the promises of Client as
set forth herein.
6. If Client terminates or cancels the project without cause, Client shall
immediately reimburse SMG for any and all project expenses as of the date of
termination or cancellation, and for the full Project Fee due as of the date of
termination or cancellation.
ESTIMATED PROJECT COMPLETION
7. SMG estimates that the following phases shall be completed at the following
estimated times:
Deliverable Estimated Completion Date
Logo Design January 30, 2000
Store Design Consultation March 15, 2000
Collateral Design March 15, 2000
Completion dates are estimated by SMG and predicated in part on timely receipt
of all information and materials to be supplied by Client. If work is postponed
at the request of Client, SMG will provide to Client new estimated completion
dates within ten (10) working days of the resumption of the postponed work.
Every attempt will be made by SMG to meet the estimated completion dates, but
unforeseen or unavoidable delays not caused by SMG shall not constitute a breach
of this Agreement. A progress payment in the amount of one-half (1/2) of the
next scheduled Project Fee shall be made by Client for each such delay not
caused by SMG, which exceed forty-five (45) days.
TERMS AND CONDITIONS
8. Conditioned on Client's payment of the applicable portion of the Project
Fee, Client shall have the following rights in and to the creations, designs and
production materials of SMG:
For Use As Futurus Bank
For The Territory Unlimited
For The Time Period Unlimited
If Client wishes to make any additional usage of SMG's creations, designs, and
production materials, Client agrees to first seek written permission from SMG
and to make such payments to SMG as are agreed to between Client and SMG at that
time. If Client and SMG are unable to agree on such payments, there shall be no
additional usage.
9. SMG shall receive a credit, acknowledgment or indication of attribution with
usage, as appropriate.
10. Any and all liabilities which occur during or as a result of the execution
of the project which are not the result of gross negligence by SMG shall be the
responsibility of Client. Client also agrees to indemnify and hold harmless SMG
against any and all claims, costs and expenses, including attorney's fees, due
to matter included in the project at the request of Client for which no
copyright permission or privacy release was requested or obtained, or for usage
which exceeds the uses allowed by any such permission or release.
11. Client and SMG, respectively, warrant that any signature to this Agreement
on their behalf is competent and authorized to execute this Agreement on their
behalf and on behalf of Client's and SMG's respective agents, employees, and
associates.
12. With the sole exception of the Mutual Nondisclosure Agreement dated NOVEMBER
18TH, 1999 which is incorporated by this reference, this Agreement contains the
entire agreement between the parties hereto. This Agreement may be modified, if
at all, only in writing executed by both parties, which refers expressly to this
Agreement. The waiver of a term or condition of this Agreement shall not
constitute or be interpreted as
a future waiver of any such term or condition. Except as expressly contained in
the Mutual Nondisclosure Agreement and this Agreement, each party hereby
covenants, warrants and acknowledges to the other party that it in no way relied
on any other inducement, promise, representation or inference made by any other
party.
13. This Agreement and all matters pertaining to the validity, construction,
enforcement, interpretation or effect of this Agreement shall be governed by and
construed under the laws of the State of California.
14. If any party to this Agreement institutes a lawsuit against any other party
to this Agreement to enforce or interpret any term of this Agreement, the
prevailing party in the dispute or lawsuit shall be entitled to collect its
reasonable attorneys' fees, costs and expenses as part of any dispositive
decision, order or judgment.
15. Because of the unique nature of the services to be rendered, this Agreement,
and any duties or obligations hereunder, shall not be assignable by Client or
SMG without the prior written consent of the other. Subject to this provision
regarding assignment, this Agreement shall be binding on the legal
representatives, successors, and assigns of Client.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
For Futurus Financial Services, Inc. The Compass Group
dba Xxxxx Marketing Group
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxxxx X. Xxxxx
---------------------------- -------------------------------
Name (print): Xxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxx
Title: President President/Chief Executive Officer
Date: November 30, 1999 Date: November 30, 1999
