KING MEDIA, INC.
ADVERTISING AGREEMENT
This advertising agreement ("the Advertising Agreement") made the 30 day of
Dec
1996 between King Media, Inc. ("KMI") with its principal location at 000 Xxxx
Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxxxxxxxxxx 00000 and Cooperative Images,
Inc("Client") with its principal location at 000 Xxxx Xxxxxx Xxxxxx, Xxxx
Xxxxxxxxxxx, XX 00000. KMI and Client are sometimes collectively referred to
as the (Party or Parties). This Advertising Agreement relates to the
advertising services provided to Client by KMI in accordance with the
following terms and provisions.
I Services
(A) KMI, as the sole and exclusive agency with respect to any and all the
short-form and long-form commercial advertising, will place broadcast and
cable advertising for Client on cable, network, and spot T. V. /s/Xxxxxx
X.Xxxxxx
(B) KMI shall provide the following advertising, media, research, and
account supervisory Services("Services") to client relating to television, and
cable advertising. This list of services is not exclusive and the Parties
agree that there may be other Services which are reasonably necessary to carry
out those Services listed below:
(1) Media research and planning
(2) Rate negotiations
(3) Placement of Advertising
(4) Broadcast orders and billing
(5) Sales and budget monitoring
(6) Order transmission coordination
(7) Daily/Weekly CPO (order) analysis
(8) Commercial editing or duplication as required for broadcast
II. Payment
(A) Media Services
(1) Media services will be pre-paid to KMI at least 10 business days in
advance by Client. All payments are to be in U.S. funds payable at a U.S.
bank. Credit may be extended at KMI's sole and exclusive discretion, the
additional terms and conditions to be in writing as an addendum to this
agreement.
(2) KMI shall be paid the standard agency commission of 15% on media
volume up yo $19,999 gross weekly xxxxxxxx, 12% on media volume
$20,000-$29,999 and 10% on media volume of $30,000 and greater weekly.
Commission to be
determined by the difference between gross amount billed by the station and
the net amount paid to the station. Commission percentages and volumes may be
adjusted from time to time by mutual written agreement as an addendum to this
contract.
(3) KMI agrees to use funds paid by Client, less commission, solely to
purchase media or other services outlined by this agreement or required in
order for KMI to fulfill its obligations under this agreement.
(B) Media and Related Expenditures
Client agrees that all media expenditures and related expenses are the sole
responsibility of Client. Client agrees to pay interest at 1.5% monthly on any
unpaid balance due KMI. If suit or action by KMI is necessary to collect funds
due KMI from Client, Client agrees to pay reasonable attorney fees in said
suit or action.
III. Term and Expiration
The term of this agreement shall begin upon its execution by both Parties and
shall continue for five (5) years or until terminated by mutual written
agreement. Thereafter, this agreement will automatically renew for additional
two (2) year terms unless written notice is received 120 days prior to
expiration of its initial five (5) year term or any subsequent two (2) year
terms.
IV. Exclusivity
KMI will operate as the sole and exclusive agency with Client with respect to
any and all short-form and long-form commercial advertising and paid programs
on cable, network and spot TV and radio as long as this agreement remains in
force.
V. Cancellation
Both parties may cancel this agreement by mutual written agreement. OR
KMI may, upon 45 day written notice, cancel this agreement. All purchases
placed on behalf of the Client by KMI prior to the effective date of the
cancellation of this Advertising Agreement shall be consummated. KMI will
continue to service such advertising and receive applicable compensation.
Client will pay for all such advertising prior to the effective cancellation
date. OR
Client may terminate the exclusivity provision of this agreement (paragraph
I.V.) upon the following terms and conditions. KMI shall receive payment
monthly equal to two-thirds (2/3) of the applicable commission, as defined by
this contract, until the expiration date of this contract for any and all
advertising placed in the prior month with or by the client or any agent,
agency or vendor for or of the client, its assignees or successors for any
cosmetic surgery, dental or eye surgery or treatment programs or advertising
campaigns in whole or in part, whether such assignments or successions be in
whole or in part.
VI. Indemnification
Client will indemnify KMI against any loss KMI may sustain as a result of any
claims, suits, or proceedings brought against KMI due to advertising placed on
behalf of Client.
VII. Arbitration
Any dispute between the parties concerning any matter related to this
agreement or the advertising as referenced herein, and/or any right,
obligation and/or warranty arising hereunder shall be settled by arbitration.
Arbitration shall take place as provided under the Pennsylvania Uniform
Arbitration Acts of 1927 and 1980. The arbitrators shall be selected as
follows: the party demanding arbitration shall do so in writing, and, as part
of his demand, shall select an arbitrator. The party receiving the demand will
select his arbitrator and notify the party demanding arbitration in writing of
said selection within 10 days of service of the demand for arbitration. The
two arbitrators will select a third arbitrator. If the two arbitrators chosen
by the parties cannot agree on a third arbitrator within 14 days of the
selection of the second arbitrator, the Court of Common Pleas of Xxxxxxxxxx
County Pennsylvania shall elect the third arbitrator upon the filing of a
petition by either party. Each party will bear the cost of the arbitrator it
selects. . The expense of the third arbitrator and all other expenses of
arbitration will be shared equally by the parties. The rules of evidence in
effect for the Court of Common Pleas shall govern the arbitration hearing. A
decision agreed to by two of the three arbitrators will be binding and may be
entered as a judgment in the Court of Common Pleas.
VIII. Waiver
The failure by either Party of this Advertising Agreement to object or to take
affirmative action with respect to any conduct by the other which is in
violation of the terms of this Advertising Agreement shall not be construed as
a waiver thereof.
IX. Miscellaneous Provisions
(A) Notices
Any notices required or permitted hereunder shall be in writing and shall be
delivered personally or sent by registered or certified mail, return receipt
requested, addressed to the Party entitled to receive same at the address for
such Party set forth herein or at such other address as a Party may hereafter
give by written notice. All such notices shall be deemed given when received
by, or delivered to, the addressee.
(B) Relationship of the Parties
Nothing contained herein shall be deemed as creating a partnership, joint
venture, or similar business relationship between the Parties.
(C) Entire Agreement
This Advertising Agreement sets forth the entire understanding between the
Parties with respect to the subject matter contained herein. This Agreement
supersedes any and all previous agreements between the Parties and may not be
altered, amended or discharged except by a subsequent writing signed by the
Parties hereto.
(D) Governing Law
This Advertising Agreement shall be governed by, construed and enforced in
accordance with, the laws of the Commonwealth of Pennsylvania, in the United
States of America.
IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the date
first written above.
CLIENT KING MEDIA
By: /s/ Xxxxxx X. Xxxxxx C.E.O. By: Xxxxx Xxxxx President
Date: 12-30-96 Date: 12/30/96
Addendum to Advertising Agreement made between King Media, Inc. and
Cooperative Images, Inc.
