EXHIBIT 10.8
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NCH RETAILER SERVICES
COUPON REDEMPTION SERVICE AGREEMENT
In Store Media Systems, Inc. ("ISMSI") hereby requests that NCH Promotional
Services, Inc. ("NCH") furnish to ISMSI the herein described Retailer Redemption
Services. ISMSI specifically authorizes NCH as its agent to invoice and submit
coupons to coupon issuers for redemption on its behalf and request such issuers
to reimburse NCH as its authorized agent.
1. NCH SHALL:
(a) Maintain insurance to cover the full face value and handling
allowance for incoming shipments while in transit to NCH and
in NCH's possession; provided that NCH shall insure such
packages for the minimum value necessary in order to create a
record of the shipment for tracing purposes.
(b) Receive coupons, as ISMSI shall submit from time to time and
sort, count, and tabulate these coupons.
(c) Invoice and submit coupons to the related coupon issuers. When
unable to do this, NCH will return the coupons to ISMSI within
ten business days of receipt thereof by NCH. Such coupons
shall be sorted and bundled for ISMSI's convenient dispatch to
the coupon issuer.
(d) Use its best efforts to collect the invoices from the coupon
issuers.
(e) Pay for the coupon face value plus handling allowance less the
NCH service fee and any adjustments upon the completion of
NCH's tabulation.
(f) Establish and maintain a system to accept, on a daily basis,
electronic data on all coupons scanned by ISMSI's electronic
coupon clearing system and use its best efforts to obtain
redemption payments from manufacturers based upon such
electronic information, all as to be more fully agreed by
ISMSI and NCH in a separate Agreement to be entered into at a
later date.
2. ISMSI WILL:
(a) Submit coupons redeemed in accordance with the manufacturer's
terms, securely packaged to withstand domage in transit. The
invoice and any other notation will be packaged in Carton No.
1. The invoice and the Xxxx of Lading will designate the
number of cartons. All cartons will be marked with notation "1
of 3" cartons, etc.
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(b) Ship coupons via the most economical carrier accepted by NCH
(i.e., Common Carrier, UPS, or Parcel Post), insured for the
minimum value necessary in order to create a record of the
shipment for tracing purposes.
(c) Agree that NCH is not responsible for coupons until received
by NCH, except to the extent the loss of such coupons is
covered by insurance.
(d) Agree that for those coupons without a stated billable face
value, NCH may make. adjustments in the face value due to
knowledge that NCH has regarding the billable face value.
(e) Return to NCH monies previously paid to ISMSI when NCH is
unable to collect from any issuer of coupons. NCH shall notify
ISMSI of any such adjustments no later than 45 days from the
receipt thereof of such coupons by NCH. Monies will be
returned to NCH by deductions from the next NCH payment to
ISMSI. NCH will explain the deduction via adjustment
statements and/or electronic transmission, and will return the
coupons to ISMSI if said coupons are returned to NCH by the
issuer.
(f) Pay all costs of shipping to NCH's offices in Laredo, Texas
and will segregate the coupons submitted so that each shipping
container shows the name of the retailer where the coupons
were redeemed and the address of such store. While ISMSI may
combine several stores into a larger container for shipment,
ISMSI will maintain store integrity within the shipment.
(g) Agree that ISMSI will submit to NCH all coupons from all
retail stores that utilize ISMSI's manual in-store redemption
system for redemption. ISMSI warrants that it will have all
necessary agreements with the retail store that sold ISMSI its
coupons, and authorized ISMSI to submit such retailer's
coupons for redemption to manufacturers. ISMSI agrees that it
will make all of its agreements with various retailers
available for review should any manufacturer question ISMSI's
authority to purchase such coupons from such retailer.
3. SERVICE FEES
(a) The fee for NCH services will be $25.00 per thousand coupons
processed as long as the volume is less than five million
coupons per year. If ISMSI's volume exceeds five million
coupons per year, NCH shall receive $15 per thousand coupons
processed in excess of five million coupons per year --- but
less than fifty million. If ISMSI's volume exceeds fifty
million, the price shall be $8 per thousand. All annual
volumes shall be calculated by taking the previous quarter's
volume and multiplying by four. If such a calculation
justifies a change in price, the price shall be in effect from
the first day of the month following the quarter where the
change in volume occurred.
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NCH guarantees Full Service payment to ISMSI within 28 days
from the day NCH receives ISMSI's coupon shipments at NCH's
offices in Laredo. If NCH fails to meet this obligation, it
will pay to ISMSI interest at a per diem rate which, when
annualized would equal eighteen percent based on the number of
days that have elapsed past 28 days.
(b) ISMSI hereby authorizes NCH to withhold the amount of its
service fee from payments due ISMSI.
(c) All NCH invoices hereunder shall be due upon presentation. Ten
(10) days after the date thereof, outstanding amounts owing to
NCH shall bear interest at the rate of one-and-one half
(1-1/2) percent per month, or the highest rate allowed by
applicable law, if lower. If litigation is required to collect
funds due either party under this agreement, the losing party
shall pay the prevailing party's reasonable attorney's fees.
4. REVISION OF AGREEMENT
Alterations of the service fee schedule and/or other provisions of this
agreement as NCH shall deem desirable or necessary shall be made by NCH
providing written notice to ISMSI, stating the effective date thereof,
which shall be not less than ninety (90) days after receipt of notice,
ISMSI may refuse to accept such modifications and may, in such case,
notify NCH in writing of ISMSI's refiLsa to accept such alterations.
Such refusal shall operate as ISMSI's termination notice within the
meaning of Paragraph 6 hereof.
5. DURATION OF AGREEMENT
This Ureement shall become effective as of the first day coupons are
received from ISMSI by NCH and shall continue in effect thereafter
until the termination as provided in Paragraph 6 hereof.
6. TERMINATION
After November 1, 2000 either party thay, munate this agreement for any
reason upon not less than ninety (90) days prior written notice to the
other party. Outstanding accounts between ISMSI and NCH shall be
settled promptly after termination. Paragraph 2(e) shall remain in
effect until such time as all outstanding coupon xxxxxxxx are settled.
Any monies due from ISMSI to NCH after termination shall be paid
promptly by check. However, NCH may choose to retain no more than five
percent of the monies due ISMSI after termination so that said n$onies
may be applied in accordance with Paragraph 2 (e), in which case the
remaining balance will be paid to ISMSI six (6) months after
termination or when there are no invoices for which NCH has not been
paid, whichever is sooner.
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7. PERPORMANCE OF SERVICE
In view of the nature of the services to be performed, it is agreed
that NCH shall not be liable for any loss, injury or damage of any kind
caused in whole or in part by contingencies beyond the control of NCH
and dig its liability for any loss, injury or damage of any kind caused
by or arising from improper or negligent performance of services shall
be limited to re-performing such services correctly, or if such
re-performance is impossible, to refund the service fee paid for the
services improperly or negligently performed and the return to ISMSI of
any coupons it was unable to process. If NCH has lost or destroyed any
coupons and such loss or destruction results in an inability of ISMSI
to recover the face amount and handling fee, NCH shall pay to ISMSI
such amounts within 30 (thirty) days of any determination by either
party that such loss has occurred and notice of such loss has been
provided to NCH. In no event shall NCH be liable for special or
consequential damages. However, ISMS must ensure its retailer customers
will assist in obtaining collection for such coupons by invoice
deducting from manufacturers who refuse to contribute to the loss.
8. NOTICE
Deposit of any notice hereunder required in the United States mails,
either registered or certified, to ISMS at:
00000 Xxxx Xxxxxxx Xxxxx, Xxxxxx, XX 00000. Or to NCH at 00 Xxx-Xxxxx
Xxxxxxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000-0000, shall constitute
serving such notice.
9. DIRECTIONS FOR PAYMENTS
If NCH receives from ISMSI or any issuer of coupons any coupon payments
made payable to ISMSI instead of to NCH as our agent, NCH has ISMSI's
authority to open mail, endorse and deposit such payments to the
account of NCH. ISMSI specifically authorizes NCH to direct the issuer
to mail such payment to any address NCH may designate.
10. These agreement covers coupons redeemed in accordance with the terms
printed hereon and shipped from the name Ond address below. Remittances
shall be made payable to this name and forwarded to this address:
Establishment: In Store Media Systems, Inc.
Address: 00000 Xxxx Xxxxxxx Xxxxx, Xxxxxx, XX 00000
11. This agreement shall be construed under the laws of the State of
Illinois.
12. Exhibits A and B, once completed and agreed to by ISMSI and NCH are
incorporated into this Agreement by reference.
13. ISMSI and NCH acknowledge that ISMSI may commence the delivery of
coupons to NCH in the manner provided herein prior to the finalization
by ISMSI of its financing agreements with a lender. ISMSI and NCH
further acknowledge that such financing, once obtained, will materially
increase the number of coupons ISMSI can pWchase and send to NCH for
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redemption. It for any reason, such prospective lender requires
modifications of thioli Agreement as a condition to receipt of
financing, both ISMSI and NCH shall endeavor to accommodate such
10nder's requirements. If this is not possible, for any reason, either
party may terminate this Agreement at that tiOie by sending to the
other party hereto of its notice of election to terminate this
Agreement on a stated future date, which date shall be no less than
sixty days subsequent to the date of the notification of such
termination.
ACCEPTED: ACCEPTED:
NCH PROMOTIONAL SERVICES, INCORPORATED IN STORE MEDIA SYSTEMS, INCORPORATED
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Executive Chairman Title: President/CEO
Signature: /S/ Xxxxx X. Xxxxxxxxx Signature: /S/ Xxxxxxx X. Xxxxxxx, Xx.
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Date Accepted: _____________________ Date Accepted: _____________________
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EXHIBIT A
ELECTRONIC DATA MARKETING AGREEMENT
(To be Negotiated)
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EXHIBIT B
ELECTRONC COUPON CLEARING AGREEMENT
(To be Negotiated)
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