MARKETING AGREEMENT
Exhibit
10.29
This
document, dated November 14, 2006, shall serve as the Agreement between Atlantic
Television Marketing, Inc. (Atlantic) and Genotec Nutritionals, Inc. (Genotec)
regarding Atlantic’s services for the marketing of the Sugarest nutritional
product (hereinafter referred to as the Product).
SERVICES
Atlantic’s
services will include:
· PROJECT
MANAGEMENT.
Genotec
hereby engages Atlantic to develop and manage the marketing campaign for the
Product including but not limited to the management of the development of a
web
site for Product sales, management of a press and publicity campaign to
publicize the Product through news media, and set up and management of back
end
services such as telemarketing and fulfillment.
· DEVELOPMENT
OF WEB SITE.
Genotec
hereby engages Atlantic to manage the creation and establishment of a commerce
web site for the Product including selection and management of a web development
agency, and management and development of any additional marketing elements
needed for the web site. It is understood that the web development agency will
charge direct development fees and/or on-going operational fees and those fees
will be charged directly to Genotec by the service provider.
· IMPLEMENTATION
OF MEDIA CAMPAIGN.
Genotec
hereby engages Atlantic to manage and implement a media campaign, including
selection and set-up of a publicity agency and other news and information
distribution agencies. It is understood that the agencies will charge direct
development fees and/or operational fees and those fees will be charged directly
to Genotec by the service provider.
· SET
UP
OF BACKEND OPERATIONS.
Genotec
hereby engages Atlantic to establish and set-up the back-end operational
elements of the campaign, including selection and set-up of a telemarketing
agency, selection and set-up of a fulfillment company, and set-up of the
additional necessary operational elements of a direct marketing campaign. It
is
understood that the service providers will charge direct set-up fees and/or
operational fees and those fees will be charged directly to Genotec by the
service providers.
· BACKEND
OPERATIONAL MANAGEMENT.
Genotec
hereby engages Atlantic to manage the operational elements of the on-going
campaign including: supervision of the media campaign, analysis of the sales
results, management of the telemarketing agency, management of the fulfillment
company, and on-going management of the direct sales processing operations.
It
is understood that the service providers will charge on-going operational fees
and those fees will be charged directly to Genotec by the service
providers.
COMPENSATION
As
compensation for these services, Genotec shall pay to Atlantic a fee of
$10,500.00 per month. Atlantic shall receive $7,500.00 per month in cash and
$3,000.00 per month in MM2 Group, Inc. stock (OTCBB: MMGP) issued at a 20%
discount of the current trading price at the time of issue. The payments shall
be made payable to Atlantic Television Marketing, Inc. in accordance with the
following schedule:
$10,500.00
-- upon execution of this agreement.
$10,500.00
-- due 30 days from execution of this agreement.
$10,500.00
-- due 60 days from the execution of this agreement.
In
addition, as part of its compensation for services, Atlantic shall receive
a
royalty on all sales of the Product and companion products sold in conjunction
with the campaign.
The
royalties shall be paid quarterly (within 21 business days of the close of
the
previous quarter’s sales activity) and shall be calculated as
follows:
1. For
all
sales of the Product generated from direct sales through any form of media
including news media, advertising, and the internet, Genotec will pay to
Atlantic 2% of the Total Package selling price, inclusive of any additional
products sold as upsells to consumers.
2. For
all
sales of the Product generated from catalogue distribution, print syndication,
and credit card syndication, Genotec will pay to Atlantic 2% of the net
wholesale selling price received by Genotec for this category.
3. For
all
sales generated from home shopping outlets (ie: HSN, QVC) for all Products,
Genotec will pay to Atlantic 2% of the net wholesale selling price received
by
Genotec for this category.
4. For
all
sales generated from retail distribution of the Product, Genotec will pay to
Atlantic 2% of the net wholesale selling price.
Atlantic
shall have the right, with advance notice of 30 days and at its own expense,
to
audit all sales and activity reports related to the campaign and any additional
projects that may be developed under an extension of this
agreement.
TERM
This
agreement shall commence on the date of execution and terminate 90 days from
the
date of execution unless otherwise extended and amended in writing. Upon
termination of this agreement, Atlantic shall continue to receive royalties
on
the Product as outlined herein for a period of twelve (12) months following
the
termination.
OWNERSHIP
AND INDEMNITY
It
is
understood that Genotec, is the client of Atlantic and Atlantic acknowledges
that its services hereunder shall be deemed as “works made for hire” as that
term is understood in federal copyright law. Accordingly, all right, title
and
interest, in, to, or derived from (or ancillary to) the marketing campaign
and
any work product, customer list, and other materials created or generated by
Atlantic or its employees, vendors and agents in the course of or related to
Atlantic’s engagement hereunder shall be and remain the exclusive property of
Genotec and shall not be used, distributed, or re-sold by Atlantic, any service
providers, or any other parties without prior written consent of
Genotec.
As
part
of this agreement, Genotec agrees to defend, indemnify, and hold Atlantic
Television Marketing its officers, directors, employees, affiliates, agents,
and
assigns harmless from and against any and all proceedings, actions, suits,
costs
(including reasonable attorney’s fees and court costs), expenses, damages and/or
other liabilities arising out of or in connection with the services provided
to
Genotec or the marketing of Genotec’s Product in any manner or form, or any and
all challenges or claims which may be made by any state, federal or local
governmental or regulatory authority or any third party with respect to
challenges to the authenticity, accuracy or verification of any Product
attributes or claims provided.
Genotec
acknowledges and represents that all warrantees and liability coverage with
respect to the Product shall include Atlantic Television Marketing, Inc. as
an
additionally named insured party and will also run to the end user of said
Products. Without limiting sections above, Genotec shall also protect, defend,
indemnify and save Atlantic harmless from any and all proceedings, actions,
suits, claims, demands, loss, costs, damages, and expenses (including reasonable
attorney’s fees and court costs) whatsoever arising out of or relating to any
claims from said end user of the Product. The obligation of Genotec to indemnify
Atlantic shall survive the execution and delivery of this Agreement and the
termination of this Agreement for any reason whatsoever.
This
Agreement shall be construed in accordance with and governed by the laws of
the
State of New York without regard to its applicable conflict of law rules. Any
controversy or claim arising out of or relating to this Agreement or its breach
shall be settled by binding arbitration in accordance with the then governing
rules of the American Arbitration Association with a panel consisting of one
arbitrator unless that number be increased by consent of both parties. Judgment
upon the award rendered may be entered and arbitration proceedings shall be
in
the State of New York.
This
document represents the entire agreement between Atlantic Television Marketing,
Inc. and Genotec Nutritionals, Inc. and can only be changed, altered, or
superseded with the written approval of both parties.
Accepted
and Approved By:
________________________________________
Xxxxxxx
X. Xxxxx
President
Atlantic
Television Marketing, Inc.
000
Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx,
Xxx Xxxx 00000
(000)
000-0000
Accepted
and Approved By:
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______________________________________________
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___________________________________
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Xxxx
Xxxxxx
Genotec
Nutritionals, Inc.
(address)
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Date
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