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EXHIBIT 10.5
TELEVISION COMMERCIAL AGREEMENT
This agreement is made and entered into this 12th day of May, 1998, by and
between American Independent Network, 0000 Xxxxxxx Xxxxxxx, #000, Xxxx Xxxxx,
Xxxxx 00000 (hereinafter referred to as Network) and Summit Technologies, Inc.,
000 Xxxx Xxxx 000, Xxxxx 0, Xxxxxxxx, Xxxxx 00000 (hereinafter referred to as
Client).
Now, therefore, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
(1) COMMERCIAL ANNOUNCEMENT MATERIAL: Unless otherwise noted in this
Agreement, Client agrees to furnish to the Network Client's commercial
units (30 and 60 second commercials) for its "FirePower 911(TM)"
product ("Product") ready for broadcast on the Network. All expenses
connected with the delivery of Client's commercial units to Network
shall be paid by Client. Network shall retain commercial material for
sixty (60) days after last telecast and may destroy such material
thereafter, unless otherwise instructed by Client in writing.
(2) LIABILITIES: The Client will hold and save the Network harmless
against all liability for libel, slander, illegal competition or trade
practice, infringement of trade marks, trade names, violation of
rights of privacy and infringement of copyrights and proprietary
rights, resulting from the broadcasting of Client's commercial units.
These liabilities shall survive any cancellation or termination of
this contract.
(3) TERM: Network agrees to air Client's commercial spot five (5) times
per day for a twelve (12) month period (a total of 150 airings per
month) beginning four (4) days after Client has paid the fees as
specified in this Agreement. At the end of the initial twelve (12)
month period of this agreement, Client and Network agree the agreement
will be continued for twelve (12) months upon the mutual agreement of
Client and Network. Client and Network further agree that the mutual
agreement, on renewal will bear the same terms of 20% per sale, 6% for
merchant servicing, $12.00 insertion fee, and $2.97 per phone response
order (should these charges, said increases should be verified).
(4) COMMERCIAL AIRING TIMES: Network agrees that Clients commercial
units will be aired 5 times per day during the 12 month period of
Agreement.
Exhibit 10.5
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(5) RATE AND PAYMENT:
A. Client agrees to pay Network as follows:
1. One hundred thousand (100,000) shares of Summit
Technologies, Inc. (Summit Environmental
Corporation, Inc., the surviving company and trading
stock) free-trading common stock, to be issued upon
the signing of this Agreement.
2. Nine thousand dollars ($9,000.00) for the production
of a sixty second and thirty second commercial
FirePower 911(TM), to be made upon this signing of
this Agreement. Client also agrees to pay for talent
cost related to the making of the commercials.
3. Insertion fee of twelve dollars ($12.00) per spot
for a total of $1,800.00 per month to be paid
monthly as billed by the Network for the term of
this agreement, with $1,800.00 due upon the signing
of this Agreement.
4. Three Hundred dollars ($300.00) for the insertion of
the telephone answering service script, to be paid
upon the signing of this Agreement.
5. Two and 97/100 dollars ($2.97) per order as the
answering fee, to be paid when the Network forwards
the orders to Client.
6. Twenty Percent (20%) of the gross selling price of
each sale made by Client as the result of
advertising on the Network, to be paid by Client
within 30 days after the end of month accounting
during the term of this agreement.
(6) PROGRAM CONTENT: Client represents and warrants that its commercial
units will not contain any material which is libelous of defamatory or
which violates any right of privacy, copyright, or dramatic or
literary right of any party. Client warrants and represents that it
owns or has acquired all rights to each and every element of its
commercial units, including all applicable licenses including but not
limited to the use of music video's as well as such Performing License
Societies such as ASCAP, BMI, and SESAC; and will hold the Network
harmless with respect thereto. Client further warrants and represents
that it has valid and subsisting
Exhibit 10.5
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agreements with persons appearing in its programming as well as all
personnel and will hold harmless the Network with respect thereof.
(7) TERMINATION: In the event of termination, all rights and privileges
granted to Network shall forthwith cease and terminate, and revert to
Client for sole and exclusive use and disposition.
(8) GENERAL PROVISIONS:
A. This Agreement constitutes the entire understanding between
the Network and the Client, and shall be construed according
to the laws of the State of Texas, waiver of any provision
hereof in any instance will not constitute a general waiver
of any right hereunder. This Agreement cannot be modified
except by written consent signed by both parties to this
Agreement.
B. Nothing contained herein shall be deemed to create a joint
venture, partnership, or agency between the parties hereto
and neither party shall hold itself out to the contrary.
C. Notwithstanding any provisions of the Agreement, the Network
shall not be required to accept any programming for telecast
that the Network deems morally unsuitable for the free home
television viewing. The Network shall be required to give the
Client written notice that a particular commercial unit is
morally unsuitable for telecast within 72 hours (excluding
Saturdays and Sundays) following Network's receipt thereof.
At its option, the Client may furnish a morally suitable
commercial unit.
D. In the event of any controversy or claim arising out of this
agreement shall be determined by arbitration in accordance
with The Commercial Arbitration Rules of The American
Arbitration Association.
E. Network shall advise Client by telephone and subsequently by
written confirmation, if Client commercial units and
scheduling instructions do not arrive three business days in
advance of telecast date. Network will exert all reasonable
efforts to telecast Client's commercial units despite late
receipt.
Exhibit 10.5
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The undersigned hereby certifies and warrants that they have full power, right
and authority to enter into this Agreement, has read same in its entirety, and
understands all of its terms and provisions and that no acceptance thereof
shall be valid which modifies said terms and conditions.
Witnessed by signature below, this 13th day of May, 1998.
Summit Technologies, Inc. American Independent Network
000 X. Xxxx 000, Xxxxx 0 0000 Xxxxxxx Xxxxxxx, #000
Xxxxxxxx, Xxxxx 00000 Xxxx Xxxxx, Xxxxx 00000
000-000-0000 000-000-0000
/s/ Xxxxx Xxxxxx /s/ Xxx Xxxxxxx
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Xxxxx Xxxxxx, Chairman, CEO Xxx Xxxxxxx, CEO
Exhibit 10.5
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