Media Purchase & Consulting Agreement
Exhibit
4.3
XXXXXX
MEDIA LLC
infomercial marketing
Media
Purchase & Consulting Agreement
This
agreement is between Xxxxxx Media, LLC located at 00000 X. Xxxxx Xxxx,
Xxxxx X-000, Xxxxxxx, XX 00000 hereby referred to as "MM" and AmerElite
Solutions, located at 0000 X 00" Xxx, Xxxxx 000, Xxxxxxx, XX 00000 hereby
referred to as "Client". The nature of this agreement is to enter into a media
buyer/consultant-client relationship between MM and said Client for Client's
direct response marketing campaign.
In
consideration of the agreement set forth herein, the parties agree to the
following:
Consultation
Services:
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1.
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Client
agrees to pay MM a 810,000 Retainer Fee for Consulting Services creation
and launch of the Collesence national TV campaign. MM will provide
consultation that may include, but is not limited to product
marketability, price point testing, campaign cost-effectiveness,
campaign
feasibility, script review, talent selection, show production, regulatory
compliance as well as selection and coordination with necessary
infrastructure vendors: inbound telemarketing, product fulfillment,
credit
card processing, and customer
service.
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Media
Placement Services:
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1.
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Client
agrees to have MM exclusively buy 30-minute infomercial media for
their
products on a variety of cable networks and broadcast stations for
the
life of this Agreement.
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2.
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MM
will buy media based on availability and shall purchase schedules
on a
weekly, monthly and/or quarterly basis. If schedule calls for a
non-cancellation clause, Client must comply with such clause, Client
must
give standard two weeks cancellation to MM on all stations and
networks.
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3.
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MM
will create schedules for Client. Schedules will be done in two phases:
test and, if successful,
rollout. During the rollout phase, nm
will review and schedule allocations on all available
networks and stations, including those requiring AOR. Client will
approve
of all media and
budgets.
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4.
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MM
will review and analyze media on a daily basis and prepare media
reports
for Client based on weekly results.
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1
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5.
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Payments:
Client will pay MM for its media placement services at the standard
commissionable agency
rate of
15% for Test Phase and 7.5% for rollout. Commission will be deducted
from
the gross rate quoted by station. All media requires a two (2) week
in
advance payment. Therefore, MM must receive the funds two (2) weeks
prior
to scheduled start date. Consulting Fee of $10K is refundable at
rollout with media spending of $100K or more per
week.
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6.
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Collections:
reasonable collection costs will be incurred by Client on
default.
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7.
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Cancellations:
Client must notify MM if it wishes to cancel any particular program
scheduled by MM. Such notice must be received by MM no later than
two full
work weeks prior to the date upon which such Program was originally
scheduled to air. If such notice is not received in a timely manner,
then
MM will not be responsible for its failure to cancel airing of such
Program. but Client will still be responsible for payments to MM
of all
moneys owed to it for media purchases made on Client's
behalf.
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8.
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Term
and Termination: this agreement shall be effective as of the date of
execution hereof and shall remain in effect for a period of one year,
unless sooner terminated. At any time during the term hereof, either
MM or
Client shall have the right to terminate this Agreement for any reason,
without penalty. In the event of such termination, neither party
will have
any further responsibility to the other part, except that client
will be
responsible for payment to MM of all moneys owed to it for media
purchases
made on Client's behalf.
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We
look
forward to working with you and building a strong relationship in the promotion
of your products.
| AmerElite Solutions | ||||
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/s/
Xxx
Xxxxx
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Date |
12/6/05
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Xxx
Xxxxx,
President
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