Shandwick
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: 000-000-0000 Facsimile: 000-000-0000
LETTER OF AGREEMENT
February 5, 1999
Xxxxxxxx Weisdorn
President
PiGraphix, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Dear Mr. Weisdorn:
This letter outlines the services Shandwick International, Inc., proposes to
render in connection with the engagement between PiGraphix, Inc. (the
"Client") and Shandwick International, Inc. (the "Agency"); summarizes the
fee arrangement for the services to be rendered; and upon review and
acceptance, constitutes the Letter of Agreement for the relationship between
the Client and Agency.
Appointment and Authorization of the Agency
The Agency is hereby retained as the Agency of record to represent the Client
in carrying out its media relations outreach program and is authorized to act
on behalf of the Client in this regard subject to the terms and conditions of
this Agreement.
Outline of Services
As the Client's public relations agency, the Agency will provide a
comprehensive range of communications services, including: counsel, planning
and strategy; market and editorial research; development of editorial
materials; ongoing and targeted press relations, and such special activities
as press tours, technical articles, press events and trade show support as
the Client and Agency determine is appropriate.
In addition to basic corporate and product public relations, the Agency will
provide assistance and counsel as needed for such activities as customer
support, employee communications and financial investor relations. Toward
that end, the Agency will develop a strategic plan and budget with the
Client, which will be the basis of the program projects that will be
implemented. In the absence of such a plan and budget, mutually agreed upon
projects will be executed at the Agency's hourly rates.
Although there are no guarantees, since results are influenced by many
variables beyond the Agency's or Client's control, the Agency will use its
good faith efforts to achieve goals within the budget agreed upon. The Agency
shall have no liability hereunder except for its gross negligence or willful
misconduct.
Letter of Agreement
Page 2
Fee Arrangement
The Agency will xxxx the Client in advance $15,000 for professional staff
time, which will be credited against the final Client fee invoice. At the end
of each month, Agency will invoice to Client actual hours incurred at a rate
of $135.00 per hour, excluding officers of the Agency, which will be billed
at the applicable rate. Billing rates are subject to change on sixty- (60)
day's notice or upon contract renewal.
Disbursements, including but not limited to travel, meals, news wire, news
retrieval, telephone, postage, deliveries, in-house copies, subscriptions,
production, program-related entertainment, and other miscellaneous expenses
will be billed each month at Agency's cost plus Agency's standard 17.65
percent service fee.
Production or special projects involving substantial outlay ($2,000 or more)
or which extend over a period of more than thirty (30) days will be billed in
advance, either in whole or in part, at the Agency's discretion and will be
due upon receipt. Other expenses may also be billed in advance at the option
of the Agency.
Payment is due within fifteen (15) days of the date of the invoice. Any
invoice unpaid after thirty (30) days will incur a 1-1/4% per month service
charge and may result in the suspension of services until payment is
received. If there is a dispute, the Agency must be notified within twenty
(20) days of the date of the invoice in writing. Objections not received
within this time period are waived.
Termination
This contract shall remain in effect and be binding upon the parties and
their assigns for a period of six months, commencing February 5, 1999.
Thereafter, the Agreement shall automatically be renewed for successive
six-month periods. Either party may terminate this Agreement at any time upon
sixty- (60) days' written notice. The rights and responsibilities of the
Agency and the Client shall continue in full force during the period of
notice. The Client is obligated to compensate the Agency for completion of
projects in process. The Client may, at its option, include in its notice a
request that the Agency undertake additional projects, which the Agency will
do under the above compensation terms. Upon such renewal, the hourly charges
may be increased by the Agency in accordance with the Agency's policies
applicable to clients generally.
Letter of Agreement
Page 3
Furnished Materials
Agency shall use its good faith efforts to keep confidential information and
materials provided by the Client to the Agency on a confidential basis except
as otherwise required by law.
The Client agrees that any information or material provided to the Agency
shall be truthful and shall not be misleading or unlawful nor will it
wrongfully divulge or infringe upon the patent, trademark, copyright, trade
secret or other rights of third parties. The Client further agrees to
indemnify and hold harmless the Agency and/or its agents and employees for
and from any and all losses, damages, punitive damages, fines, penalties,
costs and expenses, including reasonable attorney fees incurred by the Agency
and/or its agents and employees which arise out of the furnishing by the
Client, or the Client's agents and/or employees, or any information or
material. The foregoing obligation shall survive any termination of this
Agreement.
In addition the Client will indemnify the Agency for all reasonable
attorney's fees and costs incurred in enforcing the terms and conditions of
this Letter of Agreement. The Client's duty to indemnify the Agency under
this contract will not terminate with the cancellation of this contract.
The Client will indemnify the Agency for all reasonable attorney fees and
costs incurred in producing documents or giving testimony in connection with
any litigation involving the Client and a third party.
No Solicitation
The Client agrees that during the term of this agreement and for a six- (6)
month period thereafter, it will not solicit or induce any employee of the
Agency to leave his or her employment with the Agency or hire any employee of
the Agency. Should the Client hire an employee of the Agency within such
time, the Client agrees to compensate Agency a sum equivalent to 25% of the
employee's current annual salary.
Letter of Agreement
Page 4
Entire Agreement
This agreement contains the entire agreement of the parties. This Agreement
may not be modified except in writing signed by the parties hereto.
Upon acceptance of this Letter of Agreement, please sign both copies of this
letter and return them for counter-signature to Xxxx X. Xxxxx, Shandwick
International, Inc., 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000, Xxx Xxxxxxx, XX
00000. A fully-executed copy will be returned to you for your records.
We look forward to a mutually beneficial relationship.
Very truly yours,
Shandwick International, Inc.
By: XXXX X. XXXXX
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Xxxx X. Xxxxx
Chief Financial Officer
We wish to engage Shandwick International, Inc. under the above terms:
Authorized and approved by
PiGraphix, Inc.
By: XXXXXXXX WEISDORN
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President
February 5, 1999
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