MONEYWORLD MAGAZINE
ADVERTISING INSERT AGREEMENT
GULF ATLANTIC PUBLISHING INC.
THIS AGREEMENT is made this 7th day of March, 1997, between GULF ATLANTIC
PUBLISHING INC., a Florida corporation (hereinafter "GAP"), and XXXXXXXXX
BREWING COMPANY, (hereinafter the "Client").
RECITALS
1. The Client wishes to retain GAP for an Insert (AD) in MoneyWorld Magazine.
2. GAP is willing to provide such services as are more fully described herein.
NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:
1. Furnishing of Information by Client. The Client shall furnish to GAP
information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional information and
background of the Client's officers and directors ("Information Package").
The Client understands that the sole purpose for providing GAP with the
Information Package is for utilization in the preparation of the Ad. GAP is
not obligated to assess the financial viability of the Client. GAP may rely
on, and assume the accuracy of the Information Package.
2. Representations and Warranties of Client. The Client represents that all
information included in the Information Package furnished to GAP shall
disclose all material facts and shall not omit any facts necessary to make
statements made on behalf of the Client not misleading.
3. Covenants of the Client. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright laws and all other applicable laws and
regulations and will not be submitted in connection with any improper or
illegal act or deed.
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Initials
4. Based on the Information Package, GAP will perform the services more
fully described in Exhibit "A", and follow the procedures outlined below
4(A), 4(B), and 4(C).
(a) Preparation of Proofs. GAP shall prepare proofs of the agreed upon
materials and information, as set for dissemination, for the Client's
review and approval;
(b) Correction and Changes of Proofs. GAP shall make all corrections and
changes that the Client may request.
(c) Sign Offs. All approvals, corrections and change of proofs by the Client
shall be signed by a duly authorized representative of the Client. The
Client hereby designates the individual(s) listed in Exhibit "C" hereof
as authorized representatives for purposes of this paragraph 4(a), (b)
and (c); and GAP may rely upon this designation.
5. Compensation. Refer to Exhibit "B".
6. It is understood and agreed by the Parties that the above compensation in
U.S. currency, or free trading shares of the Company, should be paid timely
upon execution of this Agreement. GAP will retain the option, but is not
compelled to begin it's performance under this Agreement prior to the
payment of such compensation in U.S. currency or free trading shares.
7. Assumption of Liability and Indemnification. The Client assumes and claims
all responsibility and liability for the content of all information
disseminated on behalf of the Client which have been approved by Client. The
Client shall indemnify and hold GAP, its subsidiaries and parent company
harmless from and against all demands, claims or liability arising for any
reason due to the context of information disseminated on behalf of the
Client. This indemnity shall include any costs incurred by GAP including,
but not limited to, legal fees and expenses incurred both in administrative
proceedings, at trial and appellate levels, in settlement of claims and
payment of any judgment against GAP.
8. Assignment and Delegation. Neither party may assign any rights or delegate
any duties hereunder without the other party's express prior written
consent.
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9. Entire Agreement. This writing contains the entire agreement of the parties.
No representations were made or relied upon by either party, other than
those expressly set forth. Furthermore, the Client understands that GAP
makes no guarantees, assurances or representations in regard to the results
of the running of Advertising in its publication MoneyWorld Magazine. No
agent, employee or other representative of either party is empowered to
alter any of the above terms, unless done in writing and signed by an
executive officer of the respective parties.
10. Controlling Law and Venue. This Agreement's validity, interpretation and
performance shall be controlled by and construed under the laws of the State
of Florida. The proper venue and jurisdiction shall be the Circuit Court in
Orange County, Florida.
11. Prevailing Party. In the event of the institution of any legal proceedings
or litigation, at the trial level or appellate level, with regard to this
Agreement, the prevailing party shall be entitled to receive from the
non-prevailing party all costs, reasonable attorney's fees and expenses.
12. Failure to Object not a Waiver. The failure of either party to this
Agreement to object to, or to take affirmative action with respect to any
conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any
future violation, breach or wrongful conduct.
13. Notices. All notices or other documents under this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or Company as follows:
COMPANY: GULF ATLANTIC PUBLISHING INC.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President
CLIENT: FREDERICK BREWING COMPANY
0000 Xxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Chairman/CEO
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14. Headings. Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
15. Time. For all intents and purposes, time is of the essence with this
Agreement.
16. Agreement Not To Hire. The Client understands and appreciates that GAP has
invested a tremendous amount of time, energy and expertise in the training
of its employees to be able to provide the very service that Client desires.
Client further understands that should an employee be enticed to leave, then
GAP will be damaged in an amount the parties are incapable of calculating at
this time. Therefore, the Client agrees not to offer employment to any
employee or subcontractor of GAP, nor to allow any officer or director of
Client to offer such employment with Client or any other company with whom
officers and directors of Client are employed or hold a financial stake for
a period of three (3) years.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
BY: /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
President
BY: /s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx
Chairman/CEO
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ADVERTISING INSERT ORDER
EXHIBIT "A"
I. ADVERTISING and PRINTING SERVICES
A. MoneyWorld Magazine - Lead Generation mailing (1,000,000 - 1 Million
print run Total).
A minimum Eighteen page, four color magazine will be created of
which:
/x/ $ 75,000 Junior Page
/ / $125,000 2 Page Spread
/ / $275,000 4 Page Spread
advertorial will be dedicated to the Client.
Creative concept, color separations, copy work and printing 1 Million
Copies Mailed (of which 30,000 copies will be mailed to brokers).
B. Growth Industry Report - Four page, follow-up mail piece designed for
additional informational purposes that is mailed to respondents. A
total of 7,500 will be printed and mailed to respondents via first
class mail.
C. Lead Tracking Summary maintained for all response leads generated and
provided.
D. Supply Companies with copies of all Inquiries in either, Diskett or
Labels.
E. Supply company in separate Diskett or Labels Broker Inquiries
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EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
XXXXXXXXX BREWING COMPANY
and
GULF ATLANTIC PUBLISHING INC.
THIS AGREEMENT is made this 7th day of March, 1997, and will serve as
confirmation of payment terms for services to be provided XXXXXXXXX BREWING
COMPANY, ("CLIENT") whereby GULF ATLANTIC PUBLISHING INC. ("GAP") has agreed to
perform said services as defined in the "Advertising Insert Only."
TERMS
A. CLIENT will pay to GAP,
/x/ $ 75,000 Junior Page
/ / $125,000 2 Page Spread
/ / $275,000 4 Page Spread
B. This Agreement is subject to compliance with the rules of the Exchanges and
Securities Commissions on which Client is listed and registered.
C. It is understood and agreed by the Parties that the above compensation in
U.S. currency, or free trading shares of the Company, should be paid timely
upon execution of this Agreement. GAP will retain the option, but is not
compelled to begin it's performance under this Agreement prior to the
payment of such compensation in U.S. currency or free trading shares.
D. In the event of termination of the Agreement by Client, GAP shall be fully
released and forever discharged by Client from any further obligations or
liabilities with respect to the Advertising Insert and any results therefrom,
save and except liabilities arising from GAP's own negligence during the term
of this Agreement. Concurrently, Client shall be fully released and forever
discharged by GAP from any and all obligations of further payments or
liabilities with respect to the "Advertising Insert." This release in no way
affects Point #7, Page 2 of the "Advertising Insert."
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EXHIBIT "B"
continued
E. Shares shall be made free trading through the registration that is mutually
agreed upon by the Company's attorney and GAP's attorney.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
BY: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
BY: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx
Chairman/CEO
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EXHIBIT "C"
XXXXXXXXX BREWING COMPANY hereby designates the following person or persons to
act on its behalf for purposes of signing off on all copies pursuant to
Paragraph 4 of this Advertising Insert. GAP may rely upon the signature of any
of the following:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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DIRECTOR (Please Sign) DIRECTOR (Please Print)
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PRESIDENT (Please Sign) PRESIDENT (Please Print)
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VICE-PRESIDENT (Please Sign) VICE-PRESIDENT (Please Print)
