October 11, 2006 Bill Glaser UKarma Corporation New York, NY 10003 Re: Much and House Fee Agreement Dear Bill:
October
11, 2006
Xxxx
Xxxxxx
UKarma
Corporation
000
Xxxxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
XX 00000
Dear
Xxxx:
Thank
you
for the opportunity to be of service to you and your company. We are writing
to
set forth our agreement regarding compensation which you (“Client”) shall pay to
Much and House Public Relations (“Much and House”) for our public relations and
marketing management services for uKarma
Corp. as
outlined in Attachment “A”. While we apologize for the formality of the
agreement, we have found it most helpful insofar as letting you and your company
know of your obligations and avoiding problems in the future. If you have any
questions concerning any of the terms of the agreement, please contact me as
soon as possible, and we will be glad to discuss them with you. The terms of
the
agreement are as follows:
1.
Publicity
Fee As
compensation for our services, Client agrees to pay Much and House $5,000 per
month, payable in advance and no later than the 25thth
(10 days
after due date) of each consecutive month. Services will commence on October
15,
2006, and continue for a period of three (3) months until January 15, 2007.
Our
fees are not contingent upon certain results, and we do not warrant or predict
the results of our services to you.
2.
Costs In
addition to the publicity fees, Client will be billed for out-of-pocket costs,
including, but not limited to, printing, photographer fees, photography lab
expenses, postage, shipping, local, long distance and cellular phone calls,
photocopying, mileage, parking fees, tolls, messenger, overnight couriers,
travel and other customary and ordinary out-of-pocket expenses incurred in
Client’s representation. Any single expenditure over $100.00, and any
expenditures which together with all other expenditures hereunder exceed $1,000
in the aggregate, will require client’s prior approval. Third-party invoices
will be billed directly to Client when possible.
3.
Payment
of Fees and Costs Payment
for services and costs are due and payable in full upon receipt of any invoice
from Much and House, and in any event, by no later than the 25th
day of
each month. An invoice for monthly fees and costs incurred in connection with
Client’s representation will be submitted to Client on a monthly basis. Late
charges at the rate of 1.5% per month shall be added to any amounts not paid
within thirty (30) days from the date of any invoice. In the event of
non-payment, Client agrees to pay Much and House for attorneys fees and court
costs associated with collecting any unpaid amount. In the absence of any
written objection thereto, Client will be deemed to have accepted the invoice
as
correct through the period of time covered by such invoice. In the event you
disagree with or question any amount under an invoice, you agree that you will
communicate such disagreement to us in writing within thirty (30) days of the
invoice date. Any claim or disagreement not made within thirty (30) days of
the
invoice date will be waived.
4.
Termination This
agreement will terminate on January 15, 2007. There will be no automatic
renewal. If both parties are desirous of renewing the relationship, they must
do
so under a new agreement.
5.
Arbitration
and Venue In
the
event that any dispute arises between Client and Much and House, both Client
and
Much and House agree that any controversy or claim made exceeding $10,000 shall
be settled by binding arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules, and Judgement
on the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. For all controversies which involve claims of $10,000
or
less, venue for any dispute arising in relation to this agreement or otherwise
as a result of Client’s representation shall lie only in the Superior Court or
Small Claims Court in the State of California, County of Los Angeles. The
non-prevailing party shall reimburse to the prevailing party all of the
prevailing party’s attorney fee’s and expenses.
The
foregoing sets forth the entire agreement between Client and Much and House.
We
appreciate the opportunity to be of service and look forward to working with
you
and your company. If the foregoing is acceptable, please sign and date a copy
of
this letter and return it to us in the self-addressed envelope enclosed for
your
convenience.
|
Cordially,
|
|||
|
Xxxxxxxxx Much |
Xxxxxx X. House |
THE
FOREGOING IS ACKNOWLEDGED AND AGREED TO EFFECTIVE AS OF THE DATE INDICATED
BELOW:
| Dated:_______________, 2006 | By: | |
|
Xxxx Xxxxxx |
||
ATTACHMENT
“A”
October
11, 2006
Xx.
Xxxx
Xxxxxx
000
Xxxxxxxx 0xx
Xxxxx
Xxx
Xxxx,
XX 00000
xxxx@xxxxxx.xxx
Dear
Xxxx:
It
was a
pleasure meeting with you and Xxxx . Your plan for branding Xxxx and Xflowsion
(working title) is innovative and imaginative. Creating a platform for Xxxx
in
advance of the release of the infomercial and DVD’s is essential to establishing
him as a super star in the crowded yoga/fitness arena. By introducing him to
the
media as an accomplished and inspirational yoga/fitness instructor with a
significant following, we will build anticipation for the infomercial, thus
fueling the media’s anticipation.
Our
carefully orchestrated public relations and marketing campaign will
simultaneously introduce Xxxx to the media, while introducing the concept of
Xflowsion as a movement, fueled in part by the need to release yoga from its
mystical confines, making it more accessible to the public. We will show how
Xflowsion, with its uniqua and eclectic music, fusion of yoga, martial arts,
and
dance, and inspiring and unique instructor is more relevant to younger audiences
who still want the fitness and stress reducing benefits of yoga, but who
question its strict restraints. Specifically, our campaign will
include:
Phase
1
| 1. |
Creation
of press material. This will include press release announcing the
pre-production of Xflowison, a biography of Xxxx, testimonials, photos
of
Xxxx and students, relevant clips
|
| 2. |
Creation
of queries and “expertise”. These will be tailor made, and will be based
both on the type of publication queried, editorial needs of specific
publications and current health and fitness trends and news. For example,
a publication such as Fit
Yoga
will be sent a pitch proposing a “Class Action” story, one that profiles a
specific yoga center. A publication such as UsWeekly,
will be queried regarding Xxxxxxx Xxxxxxxxx’x “favorite yoga/fitness
instructor”, Xxxx
might be sent a query that lists Eric’s “5 Yogic moves to help avoid the
Freshman 15”, etc. In order to efficiently query publications, we will use
their editorial calendars as our
guideline.
|
| 3. |
Creation
of media list. This will include health and fitness publications (both
men’s and women’s), lifestyle publications, teen publications, parenting
publications, entertainment publications, health & fitness radio shows
(national and local), television (national and local), health &
fitness editors at the top 10 newspapers, health & fitness editors at
national newspapers, syndicated columnists (entertainment, health &
fitness).
|
| 4. |
Help
solicit additional experts, celebrities for
infomercial.
|
| 5. |
Invite
select editors or television shows to infomercial
shoot.
|
Phase
2
| 1. |
Plan
release events—for Los Angeles-- “Xflowsion Hollywood.” For New York—
Xflowsion Bryant Park (or Central Park).” This will be set to coincide
with the fall release of the infomercial. Our goal will be to show
the
world that this new type of workout is hip and happening, complete
with a
rock band, celebrities and hundreds of participants. If we partner
with a
charity, we will be able to tap into their mailing list, thus guaranteeing
a good turn-out. A donation will need to be made to the charity.
Creation
of media list for event.
|
| 2. |
Create
and disseminate press release announcing debut of
infomercial.
|
| 3. |
Editor
classes. We will invite select editors in Los Angeles to experience
a
class with Xxxx.
|
Phase
3
| 1. |
Launch
Event. Ideally, we will be able to mount events in both Los Angeles
and
New
York, however if our date is pushed, we will need to wait until Spring
for
New
York, and launch there with the
DVD’s.
|
| 2. |
Call
on editors in New York, showing them the
DVD’s.
|
| 3. |
Create
an editor class in New York (if we decide against
event)
|
| 4. |
Follow-up
with editors, both for the infomercial and Xxxx as an
“expert”.
|
| 5. |
Research
fitness and lifestyle trade shows, conferences for possible
participation
|
| 6. |
Create
local “holiday stress reducing” pitches that emphasize how this unique
workout can help us
get through the holidays without gaining weight or losing our
minds.
|
Although
we have outlined a campaign based on our understanding of your concept and
expertise, our public relations plan will grow and expand as we reach out to
the
media and assess their interest and needs. Therefore, we will be modifying
our
outreach as we immerse ourselves in the campaign.
Our
monthly retainer for the above outlined campaign is $5,000, plus direct
out-of-pocket expenses.
We
look
forward to the opportunity of working with both of you. Please do not hesitate
to telephone me at 000 000-0000 X000, should you have additional
questions.
| Cordially, | |||
| Xxxxxx X. House | Xxxxxxxxx Much |
