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EXHIBIT 10.27
AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of this 4th day of May,
1998 by and between Access Resource Services, Inc., a Delaware corporation
("ARS") and Xxxxxxx Entertainment, Inc., a Delaware corporation ("Xxxxxxx").
WITNESSETH:
WHEREAS, ARS has purchased commercial advertising time on three
syndicated daytime television talk shows entitled "The Xxxxx Xxxxx Xxxxxxx
Show", "The Xxxxx Xxxx Show", and "The Xxxxxx Xxxxxxxx Show", (collectively, the
"Programs").
WHEREAS, ARS has the ability to include certain designated 800
telephone numbers in the advertising it has purchased on the Programs.
WHEREAS, Xxxxxxx periodically purchases commercial advertising time on
various other television programs and has the ability to designate 900 telephone
numbers in such advertising.
WHEREAS, ARS and Xxxxxxx wish to exchange the ability to designate
certain 800 and 900 telephone numbers in their respective media advertising.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, ARS and Xxxxxxx hereby
agree as follows:
1. ASSIGNMENT OF TELEPHONE NUMBERS BY ARS. ARS hereby agrees that, for
the period beginning on the date hereof and ending on July ___, 1998, ARS will
include 800 telephone numbers designated solely and exclusively by Xxxxxxx (the
"Xxxxxxx Numbers") in all ARS advertising on the Programs. (The aggregate cost
to ARS of all commercials including Xxxxxxx Numbers run on each Program is
hereinafter referred to as the "ARS Cost"). All costs related to the Xxxxxxx
Numbers shall be borne solely and exclusively by Xxxxxxx. Notwithstanding the
foregoing, ARS will not be obligated to included the Xxxxxxx Numbers in
advertising on the Programs which: (i) has previously been sold in connection
with a related sale of advertising time on "The Xxxxx Xxxxxx Show"; or (ii) has
been allocated to the syndication of the Programs.
2. PURCHASE OF MEDIA TIME AND TRANSFER OF 900 MINUTES BY XXXXXXX.
(a) In consideration for ARS, agreement to assign certain
Xxxxxxx Numbers to advertising on the Programs, Xxxxxxx hereby agrees to obtain
for ARS, at Xxxxxxx'x sole cost and expense, 900 telephone number billable
minutes (the "900 Minutes"), from the following sources (the "900 Minutes
Sources"), in the following priorities: service bureaus handling 800 or 900
telephone number traffic; telemarketing companies; and live psychic operators.
Xxxxxxx shall instruct the 900 Minutes Sources to utilize 900 telephone numbers
designated by ARS in such sources' advertising during the term hereof.
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(b) {Confidential portion omitted and filed separately with
the Commission}
(c) ARS will be responsible for all 900 costs, including, but
not limited to, transport, billing and collection, redirect, psychic fees and
chargebacks.
(d) The respective number of minutes allocated by ARS to
Xxxxxxx and by Xxxxxxx to ARS shall be monitored on a weekly basis during the
term hereof. To the extent that the number of minutes allocated to each party by
the other during any weekly period is unequal, an appropriate adjustment shall
be made during the following week to cause such minutes, to the greatest extent
possible, to be equal during the term hereof.
3. FURTHER ASSURANCES. ARS and Xxxxxxx hereby agree to execute,
acknowledge, obtain and deliver all such further acts, assignments, conveyances,
consents, and assurances as may reasonably be required for the consummation of
the transactions contemplated by this Agreement.
4. INTERPRETATION. This Agreement and each provision hereof shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision hereof shall be prohibited by or invalid under such law,
then such provision shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes any and all agreements, whether oral or
written, between the parties with respect to its subject matter. If an action is
brought by either party hereto for breach or default of any provision of this
Agreement, the prevailing party in such action shall be awarded reasonable
attorney's fees and costs in addition to any other relief to which the party may
be entitled.
6. MODIFICATION. This Agreement may not be altered or amended except by
written agreement duly executed by all parties hereto.
7. SUCCESSORS. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
8. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and such counterparts
shall together constitute but one and the same agreement, binding upon all the
parties hereto, notwithstanding that all the parties are not signatories to the
original of the same counterpart.
9. HEADINGS. The headings and labels of the paragraphs of this
Agreement are inserted solely for the convenience of reference, and in no way
define, limit, extend or aid in the construction of the scope, extent or intent
of this Agreement or of any term or provision hereof.
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10. WAIVER. The failure of any party to enforce at any time the
provisions of this Agreement shall not be construed as a waiver of any provision
or of the right of such party thereafter to enforce each and every provision of
this Agreement.
11. TIME IS OF THE ESSENCE. Time is of the essence in the performance
of this Agreement.
12. NO THIRD PARTY BENEFICIARIES. The parties acknowledge and agree
that this Agreement creates no rights for or in favor of any person or third
party not a party to this Agreement, and that no such person may place any
reliance hereon.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
WITNESS/ATTEST: ACCESS RESOURCE SERVICES, INC.
BY:
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ITS:
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WITNESS/ATTEST: ACCESS RESOURCE SERVICES, INC.
BY: /s/Xxxxxxx Xxxxxxxx
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ITS: Chairman
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