EXHIBIT 10.3
AGREEMENT WITH PROMOTION PUBLISHING COMPANY.
AGREEMENT
This AGREEMENT identifies the mutual understanding between
Promotion Publishing hereinafter referred to as Promo and Atlantic
Syndication Network, Inc. hereinafter referred to as ASNI.
The following overviews the business and terms for each party.
ASNI produces niche market television shows targeted for special
interest audiences such as The Stock Show, Masters of the Martial Arts and
Ninjaerobics. ASNI is currently producing other shows such as the
Intervention Show Videotapes. ASNI is planning to sell these tapes through
various media and retail markets. It is understood that ASNI has not
previously marketed in this manner, but believes these projects will benefit
by promoting the videotapes with related books published by Promo.
Promo's business is publishing niche market books and promoting these
books on a mass marketing wholesale and retail basis which includes the
Internet.
Promo agrees to provide ASNI existing books that complement the subject
matter of the television shows or videotapes that ASNI produces on a
wholesale basis. Promo agrees that if Promo is unable to provide specific
books required for a project, Promo will create a joint venture partnership
with ASNI to publish a specific book for that project. ASNI agrees to
participate in the publishing of these books and agrees to promote them on
or with its shows and/or its project videotapes.
ASNI agrees to produce the commercials for books offered for sale by
Promo on its television shows when the books presented by Promo complement
the television shows or videotapes available for sale.
ASNI agrees to provide a 30-second commercial segment on The Stock Show
to Promo. ASNI agrees to provide this segment to Promo at a net advertising
media rate so that Promo may promote their books, present information on
their upcoming books and promote authors that would beof interest to the
ASNI target audience. It is agreed the media rate to be paid by Promo will
not exceed 50% of ASNI's established media rate.
Both parties agree to include in the sale of their product, promotional
literature or flyers identifying the other company and its subject related
products. It is agreed that prior to any specific advertising print
campaigns, each party will present to the other the opportunity to
participate and the necessary requirements for that campaign.
Promo agrees to sell the books wholesale to ASNI for its television
projects and Direct Advertising program under the following terms:
Promo will sell and deliver the product to ASNI in minimum orders to be
established and/or agrees to fulfill orders for ASNI programs through its
shipping and handling department.
TERMS: 1/3 at time of order 1/3 at delivery 1/3 within 30 days.
If other terms are required, Promo must pre-approve any credit changes prior
to order.
Promo agrees that it will maintain sufficient inventory (to be
established at the beginning of each quarter) to accommodate sales
requirements for any of the projects identified between the parties.
Both parties agree they will not make any representations other than
the accompanying promotional literature associated with each project.
Promo agrees to provide advertising for ASNI in its promotional
campaign by placing the ASNI brochure flyer in co-published books for retail
distribution. ASNI agrees to provide Promo with the written copy for
approval of the flyer prior to printing--then ASNI will have the flyer
printed and provided to Promo. It is agreed that Promo will place the flyer
in its books that are sold through its normal channels and marketing
structure. The flyer is designed to encourage consumers to call the ASNI
800 number to purchase the videos made available about a related subject
matter.
Unless sooner terminated pursuant to any provision hereof, this Agreement
shall have a term of three (3) years from the date hereof; after which it
will be automatically renewed for successive terms of one (1) year each,
unless either party gives the other party written notice of termination at
least six (6) months prior to the end of the initial term or any renewal
term. If such notice is given, this Agreement shall terminate at the end of
such term.
Either party shall have the right to terminate this Agreement by written
notice to the other, should that company be in breach or default with
respect to any term or provision hereof and fails to cure the same within
ninety (90) days notice of said breach or default, or 30 days if the company
is adjudged bankrupt, files or has filed against it any petition under any
bankruptcy, insolvency or similar law, has a receiver appointed for its
business or property, or makes a general assignment for the benefit of its
creditors.
Any notice required or given hereunder shall be deemed sufficient if
mailed by registered or certified air mail, first class mail, Federal
Express, DHL, UPS, or Facsimile transmission to the Corporate offices as
listed in this agreement, or delivered by hand to the party to whom such
notice is required or permitted to be given. Any such notice shall be
considered given when received, as evidenced by a receipt (if by mail),
signed and dated by the receiving party.
ALL NOTICES TO PROMOTION PUBLISHING SHALL BE ADDRESSED AS FOLLOWS:
Promotion Publishing Company
0000 XXXXXXX XXXXX, XXXXX 000 Xxx Xxxxx, Xx 00000
Attn: Xxxx Xxxxxxx, Pres. Phone: 000-000-0000
ALL NOTICES TO ASNI SHALL BE ADDRESSED AS FOLLOWS:
Atlantic Syndication Network, Inc.
0000 Xxxx Xxxxxxxxxx, Xxxxx X Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxx X. Xxxxx, Xx. Pres. and CEO Phone: 000-000-0000
Promo hereby grants ASNI the right of first refusal to produce all
audio, videos and C.D.'s for books published by Promo during the term of
this agreement.
The parties agree that their rights may not be assigned in whole or
in part without the prior written consent of the other and any attempted
assignment of any rights, duties or obligations hereunder without the
consent of the other shall be void.
Failure on any occasion by either party to enforce any terms of this
Agreement shall not prevent enforcement on any other occasion.
If suit is commenced to enforce the performance of a party hereto, both
Promo and ASNI now and forever agree, the prevailing party shall be paid
reasonable attorneys' fees and expenses by the other party.
This contract shall be governed in all respects by the laws of the State
of Nevada, U.S.A., excluding any choice of law principles that would cause
the application of the laws of any other jurisdiction.
Entire Agreement: This Agreement constitutes the entire understanding
and agreement of the parties hereto regarding the subject matter hereof.
This Agreement may not be changed or amended unless done so by a written
instrument executed by both parties.
It is agreed that the signature approval and acceptance of this
agreement by fax shall be acceptable by each of the parties involved.Both
parties agree to provide the other an original signed hard copy within 10
days.
It is agreed that the signature approval and acceptance of this
agreement by fax shall be acceptable by each of the parties involved. Both
parties agree to provide the other an original signed hard copy. IN WITNESS
WHEREOF, the parties have executed this "Agreement" as of February 17, 1999.
Atlantic Syndication Network, Inc. Promotion Publishing
Company
ASNI Promo
/s/ Xxxx X. Xxxxx, Xx. /s/ Xxxx Xxxxxxx
---------------- -------------------
Xxxx X. Xxxxx, Xx. Xxxx Xxxxxxx
President & CEO President
