EXHIBIT 10.26
SERVICES AGREEMENT
------------------
THIS SERVICES AGREEMENT is made and entered effective as of the 1st day of
January, 1995, by and between Xxxxx Earth Segment, Inc. ("Earth Segment"), Xxxxx
Infomercial Networks, Inc. ("JIN") Xxxxx Computer Network, Ltd. ("JCN") and Mind
Extension University, Inc. ("ME/U").
RECITALS
--------
A. Earth Segment provides a variety of services to media companies.
B. JIN, JCN and ME/U require use of certain services of Earth Segment and
Earth Segment desires to provide such services, all according to the terms and
conditions of this Agreement.
C. JIN, JCN and ME/U are media networks. Other such networks may become
parties to this Agreement from time-to-time. JIN, JCN and ME/U and such other
networks are hereafter referred to as the "Networks".
AGREEMENT
---------
In consideration of the foregoing and the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
1. Services. Earth Segment hereby agrees to provide playback, production,
--------
post-production, editing and miscellaneous related services to the Networks.
2. Term. This Agreement shall commence on the effective date hereof and
----
shall continue, unless otherwise terminated by Earth Segment, through December
31, 2004. Thereafter, this agreement shall be renewable from year to year
unless terminated by either party upon 90 days notice given in any such year.
3. Payments. For the period ending May 31, 1995, Earth Segment shall be
--------
paid by each Network according to the following rate schedule: production,
post-production and editing services at $225 per hour, playback and traffic
services at $24 per hour and tape duplication at $4 per tape. Thereafter, and
for each year during the remaining term of this Agreement, Earth Segment shall
prepare and submit to the Networks a plan (the "Annual Plan") for that fiscal
year which shall provide for the services to be provided to the Networks,
the rates to be paid for the services and a financial budget. The Annual Plan
will be presented to the Networks at least 90 days prior to the start of the
fiscal year and the Networks will respond to Earth Segment with additions or
changes at least 60 days prior to the start of the new year. The Annual Plan
will also provide a forecasted general plan for the next thirty-six (36) months,
including a forecast of the gross amount of capital expenditures. Any
differences existing between Networks and Earth Segment 60 days prior to the
start of the fiscal year will be resolved by mutual negotiations.
The rates charged the Networks for the various services will be based on
the fiscal financial budget and must be sufficient to provide the production,
traffic and playback services department of Earth Segment with pretax net income
at 15% of revenues. The rates determined from the Annual Plan will be the rates
charged to the Networks for that fiscal year.
Any services requested by the Networks, which were not contemplated in the
Annual Plan, will be addressed by mutual negotiation and may require an
adjustment to the rates in effect for that fiscal year.
4. Termination. This Agreement may be terminated as to a Network at any
-----------
time by Earth Segment by giving such Network at least thirty (30) days prior
written notice of its desire to terminate this Agreement.
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
XXXXX EARTH SEGMENT, INC.,
a Colorado corporation
By: /s/ Xxxxx X. Xxxxx
------------------
XXXXX INFOMERCIAL NETWORKS, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
XXXXX COMPUTER NETWORK, LTD.,
a Colorado corporation
By: /s/ Xxxxxxxxx X. Xxxxxx
-----------------------
MIND EXTENSION UNIVERSITY, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
14469
-3-
