Exhibit 10.8
ADVERTISING AGENCY AGREEMENT
This Agreement is made effective this 28 day of Jan. by and between C Me Run
Corp. ("Client") and Interactive Business Channel ("IBC").
Now, Therefore in consideration of the mutual promises, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which is expressly acknowledged, IBC and Client agree as follows:
Engagement of IBC
Client wishes to conduct a public awareness campaign to enhance the company's
visibility and drive traffic to its web site.
In order to conduct an effective public awareness campaign, Client hereby
retains IBC for a period of Six Months (6) commencing on Jan 29/00 with the
option to renew this agreement for an additional six months.
INTERACTIVE BUSINESS CHANNEL PUBLIC AWARENESS CAMPAIGN
IBC, in order to assist Client in the conduct of its public awareness campaign
will do the following:
Media Placement
IBC will coordinate the implementation of a custom strategic Internet and
traditional advertising campaign utilizing affinity group marketing (i.e.
e-shoppers) and its ongoing relationship with CNBC, Motley Fool, Raging Bull,
XxxXxxxxx.xxx, Smart Money, Forbes, Morningstar, Xxxxxxx.xxx, Xxxxxxxxx.xxx,
WSJ, Investors Business Daily, Barrons, Honk Kong Daily News, and Asian WSJ.
Featured Company Web Site
IBC will host, and maintain Client's IBC Featured Public Company Web Site
at xxxx://xxx.xxxxxxxxx.xxx.
IBC Stockline Newsletter
IBC will initially announce new feature company listing and continue to
announce clients press releases in IBC's weekly StockLine email`
newsletter.
Featured Company Administration
IBC will update IBC's and/or Client's web site as needed.
IBC will forward investor package inquiries to Client via email.
IBC will develop and maintain an inquiry database.
IBC Co-Brand / Private Label
IBC will turnkey for client a co-branded / private label section on
xxxxxxxxx.xxx that will enable customers to purchase Client's product
offerings from XXXxxxxxx.xxx with links to client's main web site.
Internet Streaming Video
IBC will coordinate one Internet streaming video interview to be broadcast
online.
Internet Streaming Audio
IBC will coordinate one Internet streaming audio interview to be broadcast
online.
Interactive Conference Call
IBC will coordinate two conference calls utilizing traditional and
specialized Internet broadcasting technology.
Press Releases
IBC will assist Client in editing, and proofreading press releases
prepared and issued by Client. It is understood and agreed that IBC will
have no responsibility for and will not verify the accuracy of any
statements disseminated in the Client's press releases. It is further
understood that all statements contained in press releases issued by
Client will be those of Client. IBC shall have no liability for any
statements made by Client in any publicly disseminated documents that are
materially false or misleading or omit to state material facts necessary
to make the statements made, in light of the circumstances under which
they were made, not misleading.
Compensation
Client will pay IBC 50,000 Rule 144 Restricted shares, of which 25,000
will have piggy back registration rights. Additionally, CLIENT has the
option to renew this agreement for an additional six months, for an
additional 75,000 Rule 144 restricted shares to IBC. (All 125,000 shares
of 144 stock will be issue at commencement of contract signing.)
Best Efforts Basis
IBC agrees that it will at all times faithfully and to the best of its
experience, ability and talents, perform all the duties that may be
required of and from IBC pursuant to the terms of this Agreement. IBC does
not guarantee that its efforts will have any impact on Client's business
or that any subsequent financial improvement will result from IBC's
efforts.
Cost and Expenses
Client shall be responsible for all out-of pocket expenses, travel
expenses, third party expenses, filing fees, copy and mailing expenses
that IBC may incur. Before incurring
any expense in excess of $250.00 IBC will obtain Client's prior approval.
IBC in Not an Agent or Employee
IBC's obligations under this Agreement consist solely of providing the
Services described herein. In no event shall IBC be considered to act as
the agent of Client or otherwise represent or bind Client. For purposes of
this Agreement, IBC is an independent contractor.
Warranty of Client
Client warrants to IBC that the information contained in its press
releases and any other publicly disseminated information is, to the best
of Client's knowledge and belief, complete and accurate in all material
respects and does not contain any untrue statement of a material fact or
omit to state a material fact required to make the statements made, in
light of the circumstances under which they were made, not misleading.
Indemnification By Client
Client agrees to indemnify and hold IBC harmless from and against any and
all claims, damage, or liability, including counsel fees and the costs and
expense of any legal action for libel, slander, invasion of privacy,
improper trade practices, illegal competition, infringement of trademark
or trade name, unfair competition, infringement of copyright or licenses.
Client further agrees to indemnify and hold IBC harmless from and against
any and all claims, damage, or liability, including counsel fees and the
costs and expense of any legal action for any misstatements of material
facts or omissions to state material facts, necessary to make the
statements made, in light of the circumstances under which they were made,
not misleading, in any press releases or publicly disseminated information
regarding Client, or any other wrongful conduct resulting from the
dissemination of material supplied or produced by Client.
The provisions of this article shall remain effective and inure to the
benefit of the respective parties notwithstanding the expiration,
cancellation, or termination of this Agreement.
Client Responsible for Advertising Copy
The client assumes full and complete responsibility and liability for the
content of all advertising copy and press releases submitted and
transmitted pursuant to this Agreement, and shall indemnify and hold IBC
harmless against any demands, claims, or liability thereon. The Client
shall reimburse IBC for any amount paid by IBC in settlement of claims or
in satisfaction of judgments obtained by reason of transmission of press
releases or advertising copy, and for all expenses incurred in that
regard, including, but not limited to, attorney's fees and costs of
litigation.
Arbitration
Any dispute arising under this contract shall be settled by arbitration
before a panel of three arbitrators in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on
the award rendered by the Arbitrators may be entered in any court having
jurisdiction.
MISCELLANEOUS
Authority
The execution and performance of this Agreement has been duly authorized
by all requisite corporate action. This Agreement constitutes a valid and
binding obligation of the parties hereto.
Amendment
This Agreement may be amended or modified at any time and in any manner
but only by an instrument in writing executed by the parties hereto.
Waiver
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of
any right or remedy arising from a breach of this Agreement shall operate
as a waiver of any subsequent right or remedy arising from a subsequent
breach of this Agreement. The consent of any party where required
hereunder to any act or occurrence shall not be deemed to be a consent to
any other act or occurrence.
Notices
Any notice or other communication required or permitted by this Agreement
must be in writing and shall be deemed to be properly given when delivered
in person to an officer of the other party, when sent by facsimile
transmission with a copy sent by overnight courier for next morning
delivery, charges prepaid.
Headings and Captions
The headings of paragraphs are included solely for convenience. If a
conflict exists between any heading and the text of this Agreement, the
text shall control.
Entire Agreement
This instrument and the appendices to this instrument contain the entire
Agreement between the parties with respect to the transaction contemplated
by the Agreement. It may be executed in any number of counterparts but the
aggregate of the counterparts together constitutes only one and the same
instrument.
Effect of Partial Invalidity
In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement,
but this Agreement shall be constructed as if it never contained any such
invalid, illegal or unenforceable provisions.
Controlling Law
The validity, interpretation and performance of this Agreement shall be
controlled by and construed under the laws of the State of California. Any
dispute between the parties hereunder shall be properly commenced in
arbitration proceedings and venue shall lie only in Irvine, California.
Time is of the Essence
Time is of the essence for each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this agreement as of the day
and year written.
INTERACTIVE BUSINESS CHANNEL, INC.
By:
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Xxxxxxx Xxxxxx, President
Company: C Me Run
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By: /s/ Xxxxxxx Xxxxx
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Name: XXXXXXX XXXXX
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Title: CHAIRMAN
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