MEDIA PRODUCTION AND PLACEMENT SERVICES AGREEMENT
This Media Production and Placement Services Agreement (the
"Agreement") is entered into on the date indicated on the signature
page (the "Effective Date"), by and between NewsUSA Inc., ("NUSA") and
Iron Eagle Group, Inc., (the "Company"), located at 00 Xxxx 00xx Xxxxxx,
Xxx Xxxx, XX 00000. News USA and the Company are referred to
collectively herein as the "Parties").
Whereas, NUSA produces and distributes nationally print and radio
features for its clients; and
Whereas, NUSA wishes to accept the Company as a client; and
Whereas, the Company desires to further develop and promote its general
business, technologies, and/or products and services in order to
enhance overall brand awareness, stimulate new business, and build
long-term value for its shareholders; and
Whereas, the Company desires to utilize NUSA's services to act as
production and placement agency for Company's print and broadcast media
campaign.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, and other good and valuable consideration, the
Parties agree as follows:
1. Media Credit
NUSA hereby provides the Company with available dollar value of
national media exposure as set forth herein (the "Media Credit"), which
Media Credit shall be reduced by the "Media Value" of features placed,
as further defined in Section 3(c), below, of placements of print and
radio features obtained by NUSA on behalf of Company. The value of the
Media Credit shall be equivalent to Five Hundred Thousand Dollars
($500,000.00 U.S.) in Media Value.
2. Media Campaign
a) Consultation. NUSA shall consult with Company regarding the content
of the Media Campaign, NUSA shall develop, write, edit and deliver
proofs of any and all print media and any and all radio scripts
(collectively referred to herein as the "Copy," and all placements
throughout the term of the Agreement referred to as the "Media
Campaign") to the Company for inspection and approval. No print or
radio feature shall be distributed without Company's prior written
approval. NUSA shall not be liable for the Company's failure to review
and approve Copy on a timely basis, or for any actions or inactions of
the Company. Parties agree that the initiation of the Media Campaign
shall commence at the sole discretion of the Company and shall
terminate upon the earlier to occur of the Media Credit being redeemed
in its entirety, or five (5) years from the date of this Agreement.
2
b) Content.
(i) Print Features. Each Print Feature shall consist of a news story
that features the Company's name, products and/or service, contact
information, web address and such other information as the Company may
approve.
(ii) Radio Features. Each Radio Feature shall consist of two, 30-
second nationally syndicated radio scripts under one heading. Each
Radio Feature will be specifically about the Company and written and
read by radio media professionals.
(iii) Internet Features & Social Media.
(iv) Capped: Each i) Print, ii) Radio, and iii) Internet and Social
Media release shall be capped at a total of $25,000 of media credits
per approved released story.
c) Distribution.
(i) All print media approved by Company for distribution pursuant to
Section 2(a) hereof shall be distributed on computer disks, by direct
electronic feed, in a hard copy camera-ready format and/or over the
Internet to over Ten Thousand (10,000) daily and weekly newspapers,
news and wire services, which may publish the features, formatted as
either scripts and/or audio recordings, shall be sent directly, and/or
indirectly via radio networks, to over six thousand (6,000) radio
stations in the United States.
3. NUSA Performance
a) Redemption of Media Credit. Upon Company's request, further
pursuant to the guidelines detailed herein, NUSA shall submit for
Company review and approval Copy for the first print or radio feature
within five business days of such request.
b) Production/Distribution/Publication. During the Redemption Period
NUSA shall produce, distribute and gain placement/publication of
nationally syndicated newspaper features and/or nationally syndicated
radio features (final recordings to be provided to Company upon
completion by NUSA) on behalf of Company. Each published feature shall
be ascribed a Media Value, and the Media Value of all respective
features shall be applied against and reduce the Media Credit. The
entire value of the Media Credit shall be utilized within five (5)
years from the date of this Agreement.
c) Media Value. For purposes of this Agreement, the Media Value of
each aired radio feature and each published newspaper feature shall be
equivalent to each respective radio station's or newspaper's official
add rate pricing policies, measured by length in column inches of each
complete story for print placements and in total seconds of each radio
feature for radio placements.
3
d) Reduction of Media Credit. The Media Value of all published news
features and all broadcasted radio features shall reduce the Media
Credit, notwithstanding any Company error in Copy approval or any
subsequent editing by newspapers, radio broadcasters, or any other
third parties.
e) Reports. NUSA shall deliver weekly reports to the Company beginning
ten (10) weeks from the distribution date of each print and radio
feature, and continuing for a period of one (1) year. Reports shall
include Medial Value, estimated listener and readership information,
and actual newspaper clippings of all reported published print
features.
f) Failure by the Company to use all Media Credit. In the event that
the available Media Credit is not met by the end of the Term, that
shall not constitute a breach of this Agreement by NUSA.
4. Company Performance
a) Consultation and Cooperation. The Company shall consult with NUSA
pursuant to Section 2(a) herein and use its best reasonable efforts to
provide NUSA with information necessary to write Copy for the Campaign
and to ensure the Company's review of same.
b) Timeliness. The Company shall make a good faith effort to approve
or submit corrections to all Copy within seventy-two (72) hours of
receipt thereof. Failure of Company to approve or return corrected
Copy within one (1) week of receipt by Company shall constitute a
material breach of this agreement.
c) Investor Relations. Company agrees to implement an investor
relations plan and campaign reasonably acceptable to NUSA.
5 NUSA Compensation & Issuance of Shares
a) Grant of Common Stock Shares. In partial consideration of NUSA's
commitment of the Media Credit, the Company shall transfer to NUSA,
within five business days of the Effective Date One Hundred Twenty0Five
Thousand Dollars ($125,000.00) payable in restricted shares of
Company's common stock ("Compensation Shares"), which are hereby valued
at the thirty-day weighted average price as of the Effective Date.
NUSA's performance hereunder is contingent upon Company's timely
transfer of Compensation Shares.
b) The Company shall not be charged for the first media release. For
every release after the first media release, $25,000 of media credit
utilized by Company, Company shall debit the guaranteed media credit by
$22,500, and pay the remaining $2,500 in cash. For the first ninety
days starting upon the first media release, payment terms shall be net
sixty days. Commencing on the ninety day anniversary of the first
media release, payment shall be net forty five days. All monies due
NUSA.
4
c) No Refund and Agreement Not Cancelable. All consideration given
NUSA under this Agreement is non-refundable after the Agreement has
been signed. As the execution of this Agreement triggers the
reallocation of NUSA's staff and resources, if Company defaults under
this Agreement there is no obligation of NUSA to return any portion of
the common stock shares Company obligated itself to transfer to NUSA
under this Agreement, and there shall be no waiver of any past or
future Execution Fees.
6. Default
Any failure of the Company to (i) transfer Stock as required by Section
5, herein; (ii) timely review and approve Copy supplied by NUSA for
review; or (iii) act in good faith to effectuate the terms of this
Agreement, shall constitute a default. Upon Company's default, all
amounts due NUSA hereunder shall be due and payable, and NUSA may in
its sole discretion immediately suspend performance and terminate this
Agreement. If Company defaults under this Agreement there is no
obligation of NUSA to return any portion of the common stock shares
Company obligated itself to transfer to NUSA under this Agreement, and
there shall be no waiver of any past or future Execution Fees.
7. Non-disclosure of Confidential Information
For the purposes of this Agreement, the phrase "Confidential
Information" means all information of any nature previously, presently,
or subsequently disclosed by one party (the "Disclosing Party") to the
other party (the "Receiving Party"), relating to the Disclosing Party's
business, including, but not limited to, the terms of this Agreement,
information concerning any entities and/or interested parties and any
analyses, compilations, studies other documents which contain or
otherwise reflect or are generated from such information, all
information relating to business, financial, customer and product
development plans, forecasts, lists, methods, strategies, compilations
and other information, inventions and ideas, including without
limitation, ideas, know how, inventions (whether patentable or not),
schematics and other technical information. However, Confidential
Information does not include any information that is generally known in
the Receiving Party's industry at the time of the signing of this
Agreement, any information that the Receiving Party rightfully had in
its possession prior to the disclosure of such information to the
Receiving Party by the Disclosing Party, or any information disclosed
after the termination of this agreement. The Disclosing Party Shall:
Keep all Confidential Information secret and confidential; Not use any
Confidential Information for the sole purpose of effectuating the
mutual transaction(s) contemplated hereby; Not disclose Confidential
Information to any third party whatsoever except as necessary to
effectuate the terms of this Agreement.
8, Indemnification
Company shall indemnify and hold harmless NUSA its agents, employees,
legal representatives, heirs, executors or assigns from and against any
and all losses, arbitrations, claims or other proceedings in respect
thereof, including enforcement of this Agreement (collectively
5
"Actions") (Liabilities and Actions are herein collectively referred to
as "Losses"). Losses include, but are not limited to all reasonable
legal fees, court costs and other expenses incurred in connection with
investigating, preparing, defending, paying, settling or compromising
any suit in law or equity arising out of this Agreement or for any
breach of this Agreement notwithstanding the absence of a final
determination as to a Company's obligation to reimburse any of NUSA
Covenantees for such Losses and the possibility that such payments
might later be held to have been improper.
9. Choice of Law/Arbitration
This Agreement shall be governed by and construed in accordance with
laws and judicial decisions of the State of new York, without regard to
its principles of conflicts of laws. The resolution of all disputes,
actions or proceedings arising out of this Agreement shall be
determined solely and exclusively by arbitration, by a single
arbitrator, under the rules of the American Arbitration Association as
then in effect. The place of arbitration shall be Alexandria,
Virginia. Any decision rendered by the Arbitrator shall be final and
binding, and any judgment upon any award rendered by the Arbitrator may
be entered in any court having jurisdiction.
10. Public Announcements
The Parties will jointly agree to the form of a public announcement of
this Agreement and the proposed services. Neither party will, without
the other's prior written consent and approval, issue any press release
and/or other public announcement relating to the terms and conditions
set forth in (or the existence of) this agreement or any additional
press releases mentioning NUSA or an employee thereof, except for such
disclosure to the public or to governmental agencies as its counsel
shall deem necessary to comply with any and all applicable laws, rules
or regulations. Company explicitly acknowledges and agrees that no
public announcement of any kind may be made until Compensation Shares
are issued pursuant to Section 5, above.
11. Term
The terms of this Agreement shall be effective as of the Effective
Date, and continue for three (3) years. The terms, conditions, and
obligations of Sections 8,9, and 10 hereof shall survive the
termination of this Agreement.
12. Complete Agreement
This Agreement constitutes and contains the entire agreement and
understanding concerning the media production and placement services as
between NUSA and Company and supersedes and replaces all prior
negotiations and all prior agreements proposed or otherwise, whether
written or oral, concerning the subject matter hereof.
6
13. Attorneys' Fees
The Parties agree that if either of the Parties to the Agreement files
a lawsuit to enforce this Agreement, the prevailing party's reasonable
attorneys' fees and costs shall be paid by the other party.
14. Construction
The terms and conditions of this Agreement are contractual and not mere
recitals. This Agreement shall not be construed against the Party
preparing it, but shall be construed as if all Parties prepared it.
15. Warrants and Acknowledgements
The Parties warrant that no promise or inducement has been offered
except as herein set forth; that this Agreement is executed without
reliance upon any statement or representation by anyone, except as
herein set forth.
In Witness Whereof, the parties hereto have executed this Agreement on
March 1, 2011:
NewsUSA Inc.: Iron Eagle Group, Inc.
/s/X.X. Xxxxx /s/Xxxxx Xxxxxxx
----------------------- ------------------------
Signature Signature
Xxxxxxx Xxxxx Xxxxx Xxxxxxx
President Chief Financial Officer
