Exhibit 10.9
Wrap-N-Roll USA, Inc.
Form SB-2, amendment No. 1
File No. 333-64800
JOINT AGREEMENT
This Joint Agreement ("Agreement") is made effective this
11th date of June, 2001 by and between Wrap-N-Roll USA, Inc. with
offices at 0000 Xxxxxxxx Xxx, Xxxxx, Xxxx 00000 ("WNR") and
Newspaper Agency Corporation with offices at 000 Xxxx Xxxxxx,
Xxxx Xxxx Xxxx, Xxxx 00000 ("NAC") with respect to the following:
RECITALS
WHEREAS, WNR is in the business of providing advertising
through vehicle graphics; and
WHEREAS, NAC and WNR desire to enter into a joint agreement
with WNR providing advertisers and vehicle graphics for NAC's
fleet of vehicles.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and adequacy of which is
expressly acknowledged, NAC and WNR agree as follows:
1. Engagement of WNR. WNR agrees to use its best efforts to
provide NAC with:
a. procurement of advertisers and the associates
agreements/contracts;
b. review and right of refusal of any advertise who may
present questionable graphics/artwork
c. production of graphics/artwork/set-up;
d. printing;
e. installation/coordination of program;
f. collection of monthly fees from advertiser (monitored
along with NAC);
g. distribution of monies to NAC per agreement;
h. abide by advertising policies indicated on NAC rate
card;
i. regular follow-up and communication with NAC;
Engagement of NAC. NAC agrees to use its best efforts to
provide WNR with:
a. fleet vehicles (vans and box trucks) for the purpose of
vehicle advertising;
b. exclusive rights to 50 NAC vehicles for the purpose of
advertising and vehicle
graphics, current and future fleet vehicles; (WNR
understands that fleet vehicles will
periodically be traded in for new vehicles)
c. continue to operate fleet as normal and in accordance
with NAC policies and procedures;
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d. referrals of any business, to WNR, that contacts NAC in
reference to vehicle advertising;
e. replacement of vehicle graphics if damage occurs due to
negligence on the part of NAC personnel;
2. Compensation. WNR will compensate NAC pursuant to this
Agreement as follows:
a. WNR will compensate NAC one-half of monthly revenues
derived from advertising
on NAC fleet vehicles; expected advertising fees per
vehicle will be $1500 monthly
with $750 going to NAC and $750 going to WNR; amount
going to NAC will be a net amount;
3. Nondisclosure of Confidential Information. In consideration
for WNR and NAC entering into this Agreement, both parties
agree that any and all proprietary information will be held
in strict confidence.
4. Term of Agreement, Extensions and Renewals. This Agreement
shall have an initial term of 12 months from the date first
appearing herein. This time period refers to the overall
relationship between WNR and NAC, and not specifically related to
any fleet vehicles. This Agreement may be terminated or
extended by mutual agreement of the parties executed in
writing specifying the compensation for the Extension Period. If
terminated early by WNR, WNR will surrender all contracts, and
NAC is entitled to any and all fees for the balance of the
contract with advertiser under the original agreement. If
terminated early by NAC, WNR is entitled to compensation equal to
one-half the amount of monthly fees remaining on the contract
of all the advertisers under the original agreement. This
amount is due at the time of termination. Such notice of either
extension or termination shall be in writing and shall be
delivered via U.S. certified mail, and shall be effective
ten (10) days after delivery to the other party.
5. Best Effort Basis. Both WNR and NAC agree that it will act
faithfully, and to the best of its experience, ability and
talents, perform the duties that may be required pursuant to the
terms of this Agreement. Both parties understand and acknowledge
that the success or failure of this Agreement will be
predicated on effective verbal and written communication.
6. Miscellaneous.
a. The execution and performance of this Agreement has
been duly authorized by all
requisite individual or corporate actions and approval
and is free of conflict or
violation of any other individual or corporate actions
and approvals entered into
jointly and severally by the parties hereto. This
Agreement represents the entire
Agreement between the parties hereto, and supersedes
any prior agreements with
regards to the subject matter hereof. This Agreement
may be executed in any
number of facsimile counterparts with the aggregate of
the counterparts together
constituting one and the same instrument. This
Agreement constitutes a valid and
binding obligation of the parties hereto and their
successors, heirs and assigns and
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may only be assigned or amended by written consent from
the other party.
b. No term of this Agreement shall be considered waived
and no breach excused by
either party unless made in writing. In the event that
any one or more of the
provisions contained in this Agreement shall for any
reason be held to be invalid,
illegal, or unenforceable in any respect, such
invalidity, illegality or
unenforceability shall not affect any other provisions
of this Agreement, and this
Agreement shall be constructed as if it never contained
any such invalid, illegal or
unenforceable provisions. The parties hereto shall
cooperate with each other to
achieve the purpose of this Agreement. From time to
time, each party will
execute additional instruments and take such action as
may be reasonably
requested by the other party to confirm or perfect
title to any property transferred
hereunder or otherwise to carry out the intent and
purpose of this Agreement.
c. The validity, interpretation, and performance of this
Agreement shall be
controlled by binding arbitration in the State of Utah
under the rules then
obtaining of the American Arbitration Association.
Such arbitration ruling shall
be final and binding amongst the parties herein. If
any action is brought to
enforce or interpret the provisions of this Agreement,
the prevailing party shall be
entitled to recover reasonable attorney's fees, court
costs, and other costs incurred
in proceeding with the action from the other party.
d. The parties hereto agree to indemnify, hold harmless
and defend the other from
and against all demands, claims, actions, losses,
damages, liabilities, costs and
expenses, including without limitations, interest,
penalties, court fees, and
attorney's fees and expenses asserted against or
imposed or incurred by either
party by reason of or resulting from a breach of any
representation, warranty,
covenant condition or agreement of the other party to
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date herein above written.
Wrap-N-Roll USA, Inc. Newspaper Agency Corporation
____________________________ __________________________
Xxxxx Xxxxxxx, President Xxxxxxx X. Xxxxxx, V.P. Circulation
Authorized Signature(s) Authorized Signature(s)
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