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EXHIBIT 10.19
XXXXX & ASSOCIATES INC.
SERVICES AGREEMENT
This Services Agreement is entered into this 1st day of August, 1996 by and
between Xxxxx & Associates Inc., a California Corporation with its principal
offices at 0000 X. Xxxxxxx Xx. Xxxxx 000, Xxx Xxxxx XX 00000 (hereinafter
"Agency") and Aristo International Corporation, 000 Xxxx 00xx Xx. Xxx Xxxx XX
00000-0000 (hereinafter "Company").
In consideration of their mutual representations, warranties, and covenants
contained hereinafter, the parties hereby agree as follows:
1. Work Scope
The Agency shall render services on a non-exclusive basis to Company and shall
be responsible for the tasks and duties which are described in Attachment (A)
hereto. Agency shall obtain Company's prior written consent prior to executing
each of such services, and prior to disseminating any items concerning the
Company or presenting such items for publication. Any and all creations, works,
projects, products and resultant work product performed by or for Agency under
this Agreement shall be and hereby is assigned to Company. The parties also
agree that all rights, title, and interests in and to such property shall be
exclusively owned by Company or its assignee(s).
2. Term
This Agreement shall be effective from the date above, and shall continue for a
period of twelve months to terminate on July 31st, 1997 or sooner as provided
for in Section 4 below.
3. Compensation
Company will pay the Agency as defined in Attachment (A).
In performing services hereunder, the Agency shall operate and have the status
of an independent contractor. Agency shall have no authority to bind Company.
All of the Agency's activities will be at its own risk and liability and the
Agency shall not be entitled to Xxxxxxx'x Compensation or other insurance
protection or benefits from the Company. The Agency agrees that all taxes are
its sole liability and indemnifies Company in any such matters. The Agency shall
have no right or authority to assume or create any obligations of any kind on
behalf of Company, whether express or implied, to bind Company in any respect
whatsoever.
It is understood and agreed that the terms of any sponsorship offer received by
Agency shall be transmitted to Company and Company reserves the sole and
exclusive right to accept or reject such offer(s), which will be done within a
reasonable time after receipt thereof.
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As to any such sponsorship agreement accepted by Company, Company shall issue
appropriate invoices to such sponsor, collect all funds advanced, loaned, paid
or otherwise payable to Company deduct Agency's commission and remit such
commission to Agency within ten (10) days of Company's receipt of same. With
each such payment Company shall render a statement in sufficient detail to show
all funds received and the computation of commissions due Agency.
In the event Agency successfully negotiates a sponsorship agreement, Company
shall pay to Agency a commission equal to a percentage of the gross
compensation paid and/or to Company or on Company's behalf arising from or
otherwise related to each such sponsorship agreement as defined in Attachment A
for the entire term of such sponsorship agreement and any renewals, extensions,
amendments, modifications or substitutions thereof, which take place during the
term of this Agreement plus a period of six months after its termination.
4. Termination
Company may at its option terminate this agreement for any reason or no reason
upon fourteen days (14) written notice to Agency. At that time all outstanding
invoices become immediately due and payable. Upon termination Agency shall
immediately turn over all work completed or in process to Company. Company shall
be under no further obligation or liability to Agency whatsoever arising after
the date of termination.
The Agency acknowledges and agrees that Company shall be under no obligation to
extend or renew this agreement or extend any employment offer, notwithstanding
any work performed by the Agency or other actions taken by the parties prior to
the expiration or earlier termination of this Agreement.
5. Assignment
Because Company has entered into this Agreement upon the basis of the particular
abilities of the Agency, the Agency shall only be entitled to assign or delegate
its rights or obligations hereunder with the express prior written consent of
Company.
6. Amendments
This Agreement, including Attachments, may from time to time, be amended by the
mutual consent of the parties by a signed addendum to be attached to this
Agreement.
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Services Agreement
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7. Indemnification
In the event that Agency incurs any loss or expense (including reasonable
attorneys' fees and/or costs) as the result of any claim, suit or proceeding
made or brought against Agency based upon or relating to any promotion which
the Agency has negotiated for Company, which promotion is either approved by
Company or was based on materials, statements, artwork, ideas, information, or
instructions from Company, Company agrees to hold Agency harmless from and
against any such loss or expense. The obligation to indemnify Agency hereunder
shall not be deemed terminated upon cancellation.
This indemnification shall not apply with respect to Agency's negligent acts or
omissions, or acts of willful misconduct.
All sponsorship contracts will be directly between Company and sponsor. Company
hereby agrees that it will be solely responsible for fulfillment of all
obligations to sponsor contained in the sponsorship contract and hereby
indemnifies Agency from any claim made against Agency relating to any
obligations contained in the sponsorship contract which Agency has negotiated
on behalf of Company.
8. Use of Name
Agency shall not use Company's name in any of its self-promotion or advertising
activities unless it first obtains Company's written approval, except that
Agency may state that it has been retained as Company's Promotion Consultants.
9. Delivery of Documents
Agency shall, at the request of Company, execute and deliver or cause to be
delivered, all such assignments, consent, documents of further instruments of
transfer, and otherwise take such actions, as Company may reasonably deem
necessary or desirable in order for Company to obtain the full benefits of its
ownership set forth in Section 1.
10. Compensation
Agency shall provide Company with a monthly invoice for services. Such invoice
shall be accompanied by expense reports and receipts for all out-of-pocket
expenses.
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11. Confidentiality
An authorized representative of the Agency is also required to sign a non-use,
non-disclosure and Confidentiality Agreement on behalf of the Agency as part of
this Agreement.
12. Governing Law
This Agreement shall be construed and governed under and in accordance with the
laws of the State of California.
13. Notices
Notices by any party to the other hereunder shall be given by certified or
registered mail, return receipt requested, or by telegram with proof of
delivery or by personal delivery, all prepaid. All statements, payments and
notices shall be given at the respective addresses of Agency and organizer
hereunder as set forth in the first page of this Agreement unless written
notice of change of address is given pursuant to the terms of this paragraph.
Notice shall be deemed effective forty-eight (48) hours after posting of mailed
notices and sending of telegrams or upon hand receipt thereof, except that
notices of change of address shall be effective when received.
Signed and agreed to:
Xxxxx & Associates Inc. Aristo International
Corporation
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx Xxxxxx
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Xxxxxx X. Xxxxx, President Authorized Signing Officer
Chief Financial Officer
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XXXXX & ASSOCIATES INC.
SERVICES AGREEMENT
ATTACHMENT A
Work Scope:
The Agency shall render services on a non-exclusive basis and shall be
responsible for the following tasks and duties:
Marketing Consultation:
- Development of strategic marketing concepts and tactics to bring
new products to market
- Artistic consultation regarding advertising, display
graphic treatments and materials
- Development of "big picture" strategies to integrate
advertising, public relations, promotion and sponsorship
tactics
- Develop strategies to create excitement and awareness at coin-op
industry trade shows and events
On Line Sales:
- Develop lines of music and sports related premium items for sale
online
- create artwork and designs
- source goods and manufacturers
- obtain all required rights and clearances
- Create strategic alliances with companies with an interest in the
sale of appropriate merchandise online
- Ticketmaster for online sale of concert tickets
- Record companies for online sale of pre-recorded music
- Sports teams and leagues for online sale of clothing,
premiums and event tickets
Sponsorship and Promotions:
- Identification of potential sponsors, promotional partners and
opportunities
- develop POV and rationale for Aristo participation
- gather information, samples, market analysis
- Source prizes, premiums and other trade and consumer incentives to
drive awareness and sales
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- Cross promotional tie-in and sponsorship negotiations
- develop program top-line, cost benefit analysis and
recommendation
- liaison with promotional partners (leg work, day-to-day
contact in all partner needs)
- Promotional Partner, Sponsorship and Advertising Sales presentations
- conceptual on-site presentations with partners
- relationship development
Project Implementation and Fulfillment:
- Implementation of projects
- oversee production of creative materials, POS, television,
radio and print ads
- Coordinate aspects of promotions including awarding of
prizes, details of trips for travel prize winners etc.
- Provide mail order fulfillment services for online merchandise sales
- process orders, and forward merchandise to consumers
- provide detailed accounting on a monthly basis of sales
generated
Special Events:
- Provide Event Marketing Services
- develop top line, cost benefit analysis, budget and
implementation plan
- provide staff, services, facilities for implementation of
Special Events, Tournaments, Demonstrations
Other:
- Analysis of competitive activity
- Provide post analysis of all major promotions
- Provide bi-weekly status reports
- Attend brainstorming and strategy sessions as required
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Compensation:
Company shall compensate Agency for its performance as follows:
1. A monthly retainer of $10,000 payable in advance on the first of each month
of the Agreement.
2. Commissions on the sale of sponsorships and advertising on the following
basis:
3.5% up to $2 million of gross sponsorship funds
5% from $2 to 4 million of gross sponsorship funds
7.5% over $4 million of gross sponsorship funds
Commissions are payable on the above schedule on a per deal, not cumulative,
basis.
3. A special incentive of 10% of gross sponsorship funds for all sponsorship or
advertising sales contracts negotiated and signed or agreed to by letter of
intent prior to October 1, 1996.
4. Reimbursement of all pre-approved expenses upon presentation of expense
report invoices with original copies of receipts where required.
