XXX XXXXX ASSOCIATES P.R.
XXX XXXXX ASSOCIATES, INC.
PUBLIC RELATIONS SERVICES AGREEMENT
(1) PARTIES: The parties to this Agreement are Xxx Xxxxx Associates, Inc., 000
Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000 (PMA) and Instant Video Technologies,
Inc., 000 Xxxxxxx Xx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000
(2) PURPOSE OF AGREEMENT: PMA and Instant Video Technologies, Inc. desire to
enter into a contractual relationship whereby PMA acts as a public relations
agency for Instant Video Technologies, Inc. upon the terms and conditions set
forth below.
(3) TERMS AND CONDITIONS:
(a) PMA will undertake specific tasks at the direction of Instant Video
Technologies, Inc. in the area of public relations. Instant Video Technologies,
Inc. will periodically confirm the tasks in writing and present them to PMA.
These tasks will be performed to the fullest extent possible by PMA. It is also
agreed by PMA that it will maintain complete and accurate records of all
activities performed on behalf of Instant Video Technologies, Inc. PMA will
endeavor to supply reasonable supporting details as Instant Video Technologies,
Inc. may require.
(b) Instant Video Technologies, Inc. grants PMA full rights and
authority to undertake public relations activities on behalf of Instant Video
Technologies, Inc. throughout the United States. Instant Video Technologies,
Inc. provides PMA with the right and authority to solicit introductions to
Instant Video Technologies, Inc. and its product(s) from any potential editor,
industry analyst, broadcast producer, print or broadcast media, Internet web
site or other editorial interested party.
(c) The terms of reference by PMA to public relations targets shall be
the terms established by Instant Video Technologies, Inc. who shall provide PMA
with product specifications and marketing direction as may be modified from time
to time.
(d) Fees are due and payable on the first day of each month. A payment
will be deemed late, for purposes of this agreement, if not received by PMA by
the fifth day of each month. Trade shows, Media Tour and ongoing Public
Relations fees are billed on the first of the month one month ahead and are due
on the first day of the following month, e.g., May fees are billed on April 1,
and are due and payable May 1. Additional services will be individually billed
and are due and payable net thirty (30) days.
Starting December 5, 1998 Instant Video Technologies, Inc. will be billed a
public relations fee of $8,000.00. Each subsequent month the monthly public
relations fee will be $8,000.00. There are other activity fees on page 4 of the
budget that could raise the total monthly fee. Fees owed to PMA are not
conditioned upon the results of the public relations services provided by PMA.
000 XXXXXXXX XXXXXX x XXX XXXXXXXXX x XXXXXXXXXX 00000
000.000.0000 o FAX 000.000.0000 o XXXXXXXX@XXXXXXXX.XXX o XXX.XXXXXXXX.XXX
Instant Video Technologies, Inc.
Public Relations Agreement
December 5, 1998
(e) The effective date of this Agreement shall be from December 5, 1998
through December 31, 1999. The Agreement may be terminated by either party upon
a 30 days notice in writing. The parties may mutually agree upon a shorter
termination notice period if in writing and signed by all parties to the
Agreement. Any cancellation of line item activities within a one-month (30-day)
advance period will be charged to the client at 50% of the full fee for that
line item activity.
(f) PMA is an independent contractor of Instant Video Technologies,
Inc., and not an employee of Instant Video Technologies, Inc.
(4) BILLING PROCEDURES:
(a) Late payments, as defined in paragraph 3(d) above, shall be
increased by a 1.5% late for each month the debt is due. This 1.5% late fee will
be compounded monthly.
{1} Out-of-pocket expenses for any given month will be billed
the month immediately after these expenses are incurred. PMA will require prior
authorization from Instant Video Technologies, Inc. on normal and customary
expenses such as travel, telephone, postage, photocopying, release production,
dissemination costs and so forth. PMA will be permitted to xxxx Instant Video
Technologies, Inc. immediately for these costs and expenses and these items of
expenses will be due and payable upon receipt.
{2} Fees are due and payable Net 30.
(b) Work on this account may be discontinued without notice if the
account is overdue in excess of 30 days. PMA has the option of resuming service
or terminating the account after payment of the arrearage and late fees.
(5) INDEMNITY: Instant Video Technologies, Inc. agrees to defend, indemnify and
hold PMA harmless against any loss, cost or expense PMA may sustain or incur as
the result of any claim, suit or proceeding made, brought or threatened against
PMA arising out of the Agreement herein Instant Video Technologies, Inc. or any
assertions made on behalf of Instant Video Technologies, Inc. by PMA. The
expenses indemnified against include reasonable attorneys fees and costs
incurred in any litigation identified above.
(6) DISPUTES BETWEEN THE PARTIES:
(a) Attorneys Fees and Litigation Costs: In the event of a disagreement
between the parties to this Agreement, the prevailing party shall be entitled to
recover attorneys fees and costs from the non-prevailing party. Attorneys fees
shall be awarded whether the claim for relief is based on contract law, tort
law, or both.
(b) Venue: The venue where any dispute shall be maintained is the City
and County of San Francisco, State of California.
2
Instant Video Technologies, Inc.
Public Relations Agreement
December 5, 1998
(7) CONFIDENTIALITY: PMA shall maintain the confidentiality of all trade and
proprietary secrets that may be disclosed in the course of providing public
relations services. Instant Video Technologies, Inc. shall identify to PMA in
advance and in writing any information or data deemed a trade of proprietary
secret.
(8) INTEGRATED AGREEMENT: This contract constitutes the final, complete and
exclusive statement of the agreement between the parties herein. This Agreement
contains all the representations and the entire agreement between the parties
with respect to the subject matter of this Agreement. All other prior Agreements
are null and void and are superseded by this Agreement.
Dated: 12-15-98
---------------------- /s/ Xxx Xxxxx
-----------------------------------
Xxx Xxxxx, President
Xxx Xxxxx Associates, Inc.
Dated:
---------------------- /s/ Xxxxxxx Xxxx
-----------------------------------
Xxxxxxx Xxxx, CEO & Chairman
Instant Video Technologies, Inc.
3
Instant Video Technologies, Inc.
Public Relations Agreement
December 5, 1998
SCHEDULE
BUDGET
The following budget reflects fees only and does not include out-of-pocket
costs or charges from third party vendors, nor does the budget include
expenses such as phone, printing, fax, disc duplication, etc.
--------------------------------------------------------------------------------
Instant Video 12/1998 01/1999 02/1999
Technologies, Inc.
--------------------------------------------------------------------------------
Ongoing Public Relations $6,709 $8,000 $8,000
$8,000
--------------------------------------------------------------------------------
Edit/evaluate Powerpoint $500*
presentation of Burstware
--------------------------------------------------------------------------------
Post IVT to the Xxx Xxxxx $500*
Associates PR page, maintain for
one year
--------------------------------------------------------------------------------
Analyst/media tour $7,500
--------------------------------------------------------------------------------
Video interview with CEO $8,000
Xxxxxxx Xxxx about Burstware
--------------------------------------------------------------------------------
Post Video to PMA and ITV Web $500
Sites
--------------------------------------------------------------------------------
Review IVT's by-lined sales piece $500
What Burstware means to the user
--------------------------------------------------------------------------------
Book New York venue for launch TBD
event
--------------------------------------------------------------------------------
Book San Francisco venue for TBD
launch event
--------------------------------------------------------------------------------
Develop theme/invitations for TBD
launch event
--------------------------------------------------------------------------------
Partner News Release $750
--------------------------------------------------------------------------------
First Major Sale News Release $750
--------------------------------------------------------------------------------
Strategic Alliance News Release $750
--------------------------------------------------------------------------------
Photo News release (embedded Video) $1,500
--------------------------------------------------------------------------------
Development user story, viewpoint $3,000**
article, tips, features
--------------------------------------------------------------------------------
Technology / Third Party News
Release standard rate $1,500
--------------------------------------------------------------------------------
Trade Show on-site
1st day $3,000
2nd day $2,000
3rd day $1,000
--------------------------------------------------------------------------------
* one time billable
** only payable when the article outline is accepted by an editor
4
