HEALTHEXTRAS INC. EXHIBIT 10.6
July 8, 1997
[ ]*
Xxxxxxx Xxxxxx Agency, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Final Terms And Conditions of the Agreement ("Agreement") Between
Cambria Productions, Inc. f/s/o Xxxxxxxxxxx Xxxxx and HealthExtras,
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Inc.
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Dear [ ]*:
This shall serve as the terms and conditions of the Agreement executed this
8th day of July, 1997, by and between, Cambria Productions, Inc., hereinafter
referred to as "Lender", f/s/o Xxxxxxxxxxx Xxxxx, hereinafter referred to as
"Artist," and HealthExtras, Inc., hereinafter referred to as "Company", a
Delaware Corporation and affiliated company of United Payors & United Providers,
Inc. Execution by the parties shall constitute a binding Agreement.
PRODUCT: [ ]*.
APPROVAL.: Artist shall have complete and absolute approval of production
and/or distribution of all scripts, storyboards, still
photography and other materials produced hereunder. Artist
shall have complete and absolute approval of advertising usage
of Artist's name, likeness and/or image. Such approvals of
materials and use of Artist's name or likeness as recommended
by Company shall be provided by Artist's Company no later than
[ ]*
after Artist's receipt of recommended materials to be
approved. If disapproval is not communicated to Company within
this time frame, then Company shall deem materials to be
approved. If Company and Artist fail to agree on content of
materials referenced above within [
]* after disapproval by Artist, then either
party may terminate the Agreement. The terms and conditions of
this Agreement shall remain confidential for the duration of
the Agreement and any renewals except as required to
authorized agents and representatives who, upon receipt of
such information, shall also keep the same terms and
conditions confidential. The parties, their agents and
representatives, further agree that the existence of this
Agreement shall not be disclosed to anyone prior to September
2, 1997.
*Removed pursuant to a confidentiality request.
[ ]*
July 8, 1997
Page 2
TERM: The initial term ("Term") of the Agreement shall be three
years commencing upon execution of this Agreement.
SERVICES: Lender shall make Artist available for [ ]*
Company shall have the right to use Artist's name, testimony
and public statements in creating additional advertising
materials, but subject to Artist's approval of all materials
prior to usage thereof. All service days, other than those
referenced in the time frame indicated above in year one,
shall be at mutually agreeable dates, times and locations.
TERRITORY: United States, its possessions, territories and commonwealths.
COMPENSATION: A guarantee of $____________ payable as follows.
[
]*.
In the event that any portion of the guaranteed payment or
other payments due under this Agreement are not received
within thirty days of its due date, Lender shall have the
absolute right to terminate this Agreement immediately upon
giving notice to Company. In the event of such termination for
non-payment, Company and its agents and employers, agree that
it will not use any materials previously created, which
includes any name, likeness or endorsement by Artist to
promote HealthExtras, Inc. products. In addition, Lender
and/or Artist shall be entitled to injunctive relief to
prevent the use of any such material. Any cost and/or legal
fees incurred by Lender or Artist in effecting such injunctive
relief, shall be repaid in their entirety by Company to Artist
and/or Lender.
USE: During the Term or Two Year Option, and within the Territory
only, the Company shall have the exclusive right to use
broadcast television and radio, Internet and print, including
newspapers, magazines, direct mail and other consumer print
materials but excluding life-size cut-outs, billboards and
shelf or aisle-facing packaging. Company shall have the usage
right of all materials produced hereunder for the Term of this
Agreement plus the Two Year Option period, if applicable, and
ten year annuity period thereafter.
EXCLUSIVITY: During the Term and within the Territory, Lender shall insure
that Artist shall not promote, render services in commercials,
or endorse any other
[ ]*
July 8, 1997
Page 3
product that combines credit cards and health related
benefits. Notwithstanding the foregoing, Artist may render
services during the Term in the entertainment portions of any
program, theatrical production, television presentation,
motion picture, etc. even if said performance is sponsored by
competitive products, companies and/or services, and Artist
may record and/or appear in network and cable promotions
featuring appearances by Artist.
EXPENSES: The rider attached hereto is by this reference made part
hereof.
NOTIFICATION: Option for additional Two Year Term shall be exercised in
writing and received by the Xxxxxxx Xxxxxx Agency offices no
later than sixty days prior to the expiration of the third
year of the Term.
TWO YEAR
OPTION: [ ]*.
All other terms and conditions shall remain the same as in the
initial Term including services. If the Two Year Option is
exercised by the Company, Lender on behalf of Artist shall
have the right to disapprove such exercise and the Two Year
Option shall be deemed not to have been exercised.
ADDITIONAL
DAYS: Lender on behalf of Artist shall receive a guarantee of
$______ for each additional day of service requested by
Company. Company shall be entitled to [
]*.
Payment shall be made upon completion of services. [ ]*.
SIGNATORY: Company is and will remain during the Term(s) a signatory to
the applicable union(s) having jurisdiction over Artist's
services hereunder.
PENSION
& WELFARE: Company will pay applicable union Pension & Welfare on behalf
of Artist directly to the union and will send the Xxxxxxx
Xxxxxx Agency office verification that the payments have been
made.
[ ]*
July 8, 1997
Page 4
INDEMNITY
& INSURANCE: Company shall indemnify Lender and Artist and his agents,
affiliates, subsidiaries and related entities, against any and
all claims, settlements, penalties, damages, expenses,
attorney's fees, costs, and judgments obtained against,
imposed upon or suffered by Lender and/or Artist by reason of
this Agreement, including but not limited to a breach or
alleged breach by Company and/or their obligations hereunder
and the use and/or content of the materials produced hereunder
and the products and services advertised therein and thereby.
In addition, Company shall name Lender and Artist as
additional insureds under Company's comprehensive general
liability insurance policies, including but not limited to
products liability, errors and omissions, and an extended
liability endorsement (including advertising liability), and
shall provide Lender and Artist with certificates of insurance
evidencing such coverage, and prior written notice of any
termination thereof. Such insurance shall be maintained for
the length of the Term, Two Year Option if applicable, Annuity
Period, and one year thereafter.
PAYMENT: All payments will be made to and in the name of XXXXXXX XXXXXX
AGENCY, INC. as agent for Artist and remitted to Xxxxxxx
Xxxxxx Agency, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000
Attn:
[ ]*.
NOTICES: Notices for Lender and Artist will be sent to: Artist c/o
Xxxxxxx Xxxxxx Agency, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, XX 00000, Attn: [ ]*.
Notices for Company will be sent to HealthExtras, Inc., 0000
Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000, Attn: [ ]*.
This Agreement supersedes and replaces any prior negotiations
or Agreements either written or verbal. In executing this
Agreement through their authorized signatories as indicated
below, the parties agree to the terms and conditions as stated
herein.
For: HealthExtras, Inc. For: Cambria Productions, Inc.
f/s/o Xxxxxxxxxxx Xxxxx
[/s/ [/s/
-------------------- --------------------------
Title: ]* Title: ]*
HEALTHEXTRAS
0000 Xxxxxxxx Xxxxxxxxx
Sixth Floor
May 27, 1999 Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[ ]* By Facsimile to: 212.903.1489
Cambria Productions, Inc. and by Federal Express
f/s/o Xxxxxxxxxxx Xxxxx
0000 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
[ ]*
Xxxxxxx Xxxxxx Agency, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Dear [ ]*:
The terms of the July 8, 1997 Agreement ("Agreement") by and between Cambria
Productions, Inc. f/s/o, Xxxxxxxxxxx Xxxxx and HealthExtras contains an Option
for Additional Two Year Term ("Two Year Option"). This Two Year Option states
that the terms and conditions of that Agreement will be extended for an
additional two years, commencing July 9, 2000.
This letter shall serve as written notification of HealthExtras intent to
exercise this Two Year Option under the terms contained in the Agreement and
when signed below by Cambria Productions, Inc., will indicate Cambria's approval
of the exercise of the option period.
Concurrently, the Agreement shall be amended such that compensation to Lender on
behalf of Artist will be changed from [
]*. This Amendment to the Agreement is retroactive to July
8, 1997 and prospective through the remaining term of the Agreement and the Two
Year Option.
Additionally, the Agreement shall be amended to increase the number of radio
recording spots to [ ]* through the term of the Two Year Option.
*Removed pursuant to a confidentiality request.
[ ]*
[ ]*
May 27, 1999
Page 2 of 2
The following wording of the first sentence under the two year option clause of
the original agreement shall be changed to read as follows:[
]*. The payments shall be due no later than July 15 of
each option year. If a payment is not received in a timely manner, Lender on
behalf of the artist reserves the right to terminate the contract immediately
and in addition to its other rights pursuant to the contract, Lender may cancel
the approval of the remaining option period. In the event of such a
cancellation, [
]*. The balance of that paragraph shall be
unchanged.
Sincerely,
[ ]*
[ ]*
[ ]*
The undersigned agree to exercise the terms of the Two Year Option as contained
in the Agreement.
[ ]* [ ]*
[ ]* [ ]*
For: HealthExtras, LLC For: Cambria Productions, Inc.
f/s/o Xxxxxxxxxxx Xxxxx
* Removed pursuant to a confidentiality request.
