EXHIBIT 10.33
SERVICE AGREEMENT
THIS AGREEMENT made this 31st day of July, 1998, and effective August 1,
1998, by and between RADIO MANAGEMENT, L.L.C., a Minnesota limited liability
company (hereinafter "RMLLC"), and HARMONY HOLDINGS, INC., a Delaware
corporation (hereinafter "HHI").
WHEREAS, RMLLC engages in the business of providing administrative, general
and legal services for companies and HHI engages primarily in the production of
television commercials and operates through its wholly-owned subsidiaries; and
WHEREAS, HHI intends to retain RMLLC to provide administrative, general and
legal services for its television commercial production operations according to
the terms and provisions set forth herein.
NOW, THEREFORE, based upon the mutual premises contained herein, and other
good and valuable consideration, the parties hereby agree as follows:
1. SERVICES. During the term hereof, RMLLC shall perform general and
administrative services for HHI, including, but not limited to, payroll
services, general accounting services, general legal services and such
other services as the parties may mutually agree to from time to time.
2. COMPENSATION. In consideration for the services performed by RMLLC
hereunder, HHI shall pay RMLLC Thirty-nine Thousand Three Hundred
Seventy-two and no/100 Dollars ($39,372.00) per month payable within thirty
(30) days from the end of each calendar month. The compensation paid to
RMLLC hereunder shall not include any fees or expenses for accounting,
legal or other services performed for HHI by third parties.
3. QUARTERLY REVIEW. The parties agree that they will review the services
provided by RMLLC hereunder and the compensation set forth herein at the
end of each calendar quarter during the term hereof, and at such time the
services and compensation may be adjusted upon the mutual agreement of the
parties.
4. EXPENSES. In addition to the compensation set forth in Section 2 above,
HHI shall pay all reasonable and necessary expenses
incurred by RMLLC in connection with the services performed hereunder,
including, but not limited to, travel and lodging expenses and any other
expenses directly attributable to the services performed by RMLLC
hereunder. RMLLC shall xxxx HHI on a monthly basis for such expenses and
HHI shall pay the same within thirty (30) days from the date HHI receives
any such invoice.
5. INDEPENDENT CONTRACTOR. The parties hereby acknowledge that (i) RMLLC,
while preforming services hereunder, at all times acting as an independent
contractor and not as an employee of HHI; (ii) the employees of RMLLC
shall at no time be considered employees of HHI in connection with the
services performed hereunder; and (iii) RMLLC shall be solely responsible
for all federal, state and local income taxes, employment taxes,
self-employment taxes, workers' compensation insurance premiums and any and
all other similar taxes or payments RMLLC is required to make as a result
of the services RMLLC performs hereunder. HHI shall approve the engagement
of any officer of RMLLC who shall pursuant to such engagement also serve as
an officer of HHI, and HHI shall affirm and agree to the terms of such
engagement.
6. LIMITATIONS ON LIABILITY. HHI hereby agrees that in no event shall RMLLC
be liable to HHI for any indirect, special or consequential damages or lost
profits arising out of or in any way related to this Agreement or the
performance of services hereunder or any breach thereof and that RMLLC's
liability to HHI hereunder, if any, shall in no event exceed the total
compensation paid to RMLLC hereunder.
7. TERM. This Agreement shall remain in effect for a period of one (1) year
from the date hereof; provided, however, the term of this Agreement shall
automatically renew for successive one (1) year periods unless terminated
by either party, by written notice delivered to the other party, within
sixty (60) days from the end of the then current term.
8. TERMINATION. Notwithstanding Section 7 above, this Agreement shall
terminate upon the occurrence of any of the following events:
a. by RMLLC if HHI is more than sixty (60) days delinquent in its payment
of compensation or expenses pursuant to the Sections 2 or 3 above;
b. by either party if the other party is in default under any provision
hereunder and such default is not cured within sixty (60) days after
notice thereof is given to the defaulting party;
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c. by either party if the other party becomes insolvent or seeks
protection, voluntarily or involuntarily, under any bankruptcy law; or
d. upon the mutual agreement of both parties.
A termination of this Agreement pursuant to this Section 8 or Section 7
above shall not relieve HHI of its obligation to pay RMLLC compensation or
expenses for any services rendered or expenses incurred prior to the date
of termination.
9. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
RADIO MANAGEMENT, L.L.C.
BY: /s/ Xxxxx X. Xxxxxxxxxx
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ITS: Chief Operating Officer
HARMONY HOLDINGS, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
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ITS: Chief Financial Officer
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