EXHIBIT 10.15
Xxxxxx & Xxxx * a marketing communications company
LETTER OF AGREEMENT
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This letter acknowledges and confirms the appointment of XXXXXX & HILL
(D&H) the marketing/creative agency for NETVOICE TECHNOLOGIES CORPORATION
(NTC). The purpose of this agreement is to set forth D&H's method of
billing, charges and schedule of services that are incorporated herein and
become part of this agreement. Equally as important, and included in the
following, are the responsibilities of D&H to NTC and NTC to D&H.
This contract commences on November 1, 1999 and will remain in effect until
October 31, 2000. The terms of this contract will stay in effect beyond
this date unless the contract is terminated or renegotiated. Either party
can terminate the contract after this date by written notice. After receipt
of notice of termination, the rights, duties and responsibilities of each
party under this agreement will continue in full force for 90 days from
date of notification.
I. RESPONSIBILITIES
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A. D&H to NTC
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As your creative/marketing agency, we will put forth our best efforts
to create meaningful and resultful marketing plans and communications.
We will make ourselves as familiar as possible with your business,
services, products and markets in order to submit to you marketing
ideas and creative approaches which we believe fit your needs. We
will use our creative and marketing expertise to produce artwork,
printed materials, audio-visual items and other promotional materials
at the most favorable rates to you. We will pay on a timely basis all
proper bills incurred for your account to outside suppliers. We will
make no commitments or disbursements or incur any obligations for your
account without your prior written authorization. All supplier
invoices will be submitted with final invoicing upon request.
B. NTC to D&H
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As the client, you will furnish the agency all reasonable information
available about your business, products or markets. D&H understands
and accepts that this information is confidential and as such will not
be disclosed to other advertisers and/or advertising agencies or any
suppliers to D&H except where necessary and in such cases NTC will
authorize the disclosure in writing. D&H agrees that this acceptance
of non-disclosure of confidential information shall survive the term
of the contract.
D&H will work directly with any individual designated by NTC, in
collecting information, submitting recommendations and obtaining
approval of copy, layout and finished art. The client will advise the
agency when there is dissatisfaction with any of its ideas, finished
work, prices and/or personnel at the time such dissatisfaction occurs.
3856 Oakton St. Skokie, IL 00000 000-000-0000 fax 000-000-0000
II. SCHEDULE OF BILLING SERVICES AND CHARGES
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D&H will be employed for a yearly contract of $120,000 to provide full
marketing services. A monthly fee will be due on the last day of the
preceding month as detailed below. NTC will issue D&H $20,000 of
restricted stock to be held at least one year, bringing the total
package to $120,000 for year one. If contract continues into second
year, the monthly fee will remain at $10,000/month.
YEAR 1 YEAR 2
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November $3,000 10,000
December 3,000 10,000
January 5,000 10,000
February 9,000 10,000
March 10,000 10,000
April 10,000 10,000
May 10,000 10,000
June 10,000 10,000
July 10,000 10,000
*August 10,000 10,000
*September 10,000 10,000
*October 10,000 10,000
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$100,000
Stock 20,000
TOTAL $120,000 $120,000
D&H fee will cover all D&H staff time for the following:
1. All marketing planning.
2. Development of NTC corporate and brand positioning including logo
development and all brainstorming sessions and analysis.
3. Concept development through final copy and layout for all media
forms including:
Print
Outdoor
Radio
Television
Trade Advertising
POS
Collateral Materials (brochure/program)
Packaging
Letter of Agreement
Page 3 of 5
4. Time of principals and staff of D&H for:
a. Marketing Planning
b. Client Meetings
c. Coordination
d. Negotiations
e. Sales Meetings
f. Media Selection
g. Advertising Placements
- Consumer
- Trade
h. Trade Promotions
i. Consumer Promotions
5. Client Service - Designated principals, defined as Messrs. Xxxxxx
and Xxxxxxxxx, xxxx be the management contacts. Xxx Xxxxxx and
Xxxxx Xxxxxxx will be assigned to serve as daily local contact
detailing and coordinating functions as needed.
6. Media - D&H will participate in the overall strategic media
planning and budgeting. D&H will take full responsibility for
placement, negotiation and accounting activities. All contracted
media will be estimated in advance at net and invoiced direct by
the media.
7. Art and Mechanical - Planning, coordinating and supervising.
8. Production - Coordinating of art & mechanical and films with
specified printer.
9. Traffic - All general planning, coordinating and supervision.
D&H is responsible for the full handling of all production
materials involving the external trafficking of discs, films,
engravings, electrotypes, etc. All expenses including packing
express, postage and other transportation charges will be billed
to NTC at the agency's pre-estimated net cost.
10. Research - Design, supervision, and analysis relative to studies
conducted by an outside research firm. All outside supplier
costs will be pre-estimated and billed net.
11. Client Copies of Creative Materials - NTC will receive two sets
of all produced creative including printed materials and
broadcast tapes, unless specified otherwise by NTC.
Letter of Agreement
Page 4 of 5
C. Additional Fees
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1. ART AND MECHANICAL
All costs including: finished art, keyline, illustration, type,
photography, film & processing, retouching, stats, comps, and
other related costs will be billed at a 10% commission. Where
partial cash advances are required by suppliers, NTC will be
billed in advance for the necessary prepayments. Otherwise, NTC
will be billed after the completion of the specific job. No work
will be initiated without a written estimate approved by NTC.
Estimates will correspond to budgeted guidelines.
2. PRODUCTION
Supervising and bidding. Because production is competitive and
quality can vary significantly, D&H requires three bids of
comparable sources for any given job. While NTC is welcome to
include specific suppliers in the bidding process, D&H reserves
the right to make the final selection relative to producing the
highest quality of work within the budgeted guidelines. If NTC so
chooses to make the final selection of a supplier that D&H is not
familiar, D&H cannot guarantee that the desired quality level or
budget requirements will be adhered to. All costs including:
supervision, directing, films, separations, printing, video and
audio production will be billed at a 10% commission to NTC. Media
will be billed net. Where partial cash advances are required by
suppliers, NTC will be billed in advance for the necessary
prepayments. Otherwise, NTC will be billed after the completion
of the specific job. No work will be initiated without a written
estimate approved by NTC. Estimates will correspond to budgeted
guidelines.
3. TRAVEL AND ENTERTAINMENT
All travel /entertainment and related expenses incurred
specifically for NTC relative to successfully accomplishing the
assignment will be billed at net costs except for those costs
directly related to meetings in your Dallas office by one of your
designated D&H account service team members which is included in
our monthly fee. Expenses must be within budgeted guidelines and
approved in advance.
Letter of Agreement
Page 5 of 5
D. Terms of Payment
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All fee/invoices are due the last working day prior to the
ensuing month. All other invoices require the standard terms of
payment, Net 30 days, unless specified differently.
All invoices not paid within terms shall accrue interest at the
rate of 1% per month (12% annually). If the account becomes past
due, D&H has the right to reduce services as deemed necessary
until the account is brought to current status. NTC agrees to
pay a service charge of $25 for each check returned unpaid. In
the event that this account is placed with an outside agency for
collection, NTC agrees to pay all reasonable collection costs,
attorney fees and court costs.
E. All finished artwork and creative is the sole property of NTC.
/s/ XXX X. XXXXXX Date: 11-15-99 /s/ XXXXXXX XXXXXXX Date: 11-20-99
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XXX X. XXXXXX
President
Xxxxxx & Hill NetVoice Technologies Corporation
