EXHIBIT 10.36
STRUCTURE AGREEMENT BETWEEN MAXIMUM COVERAGE MEDIA, INC.
AND NATIONAL BOSTON MEDICAL
BACKGROUND
1. National Boston Medical is in the business of, among other things,
marketing and distributing via television.
2. Maximum Coverage Media, Inc. (MCM) is a medial agency that supplies airtime
on a wide range of television stations, local cable systems, national cable
networks, and regional sports networks.
3. The parties wish by this Agreement to set forth the terms under which
National Boston Medical will utilize MCM as its agent for purchasing long
form commercial airtime on national cable networks, regional sports
networks broadcast television stations, and local cable systems.
COVENANTS
1. Media Purchasing: MCM will act as National Boston Medical's agent of record
for the placing and purchasing of infomercial media time on all national
cable networks, regional sports networks, broadcast television stations,
and local cable systems for all versions of National Boston Medical's "Back
Stroke" infomercial.
2. Administrative Services: MCM will review all infomercial media contracts
entered into on behalf of National Boston Medical for verification of all
particulars contained therein, including, without limitation, extent,
dates, and times of media placements, and will secure proof of performance
of all media placed on National Boston Medical's behalf by MCM. MCM will
verify all proof of performance records (station invoices and affidavits)
for accuracy and present them to National Boston Medical in a timely manner
each month.
3. Commissions and Payments: National Boston Medical shall pay MCM one-hundred
percent (95%) of the gross dollar amount of each media purchase. This will
include MCM's commission at a rate of 10% of said amount in full
consideration of MCM's services pursuant to this Agreement. MCM will
invoice National Boston Medical for commissions and media charges. MCM
invoices will reflect all commissions and media charges for unpaid media
airing within twenty-one (21) days of the invoice date. Payment of proper
invoices shall be due to MCM within 5 (five) business days of the date
received by National Boston Medical. If media time that MCM has been paid
for by National Boston Medical does not air, National Boston Medical shall
be credited the amount that was prep-paid for the media that did not air
together with all other credits, discounts, rebates, refunds, or such
similar payments received in connection with media time. Although it is not
MCM's policy to do so, if at any time, MCM secures more media time than was
authorized by National Boston Medical, National Boston Medical will not be
liable for payment for any and all media above the authorized budget. At
any reasonable time during the term of this agreement, and for one (1) year
thereafter, and upon reasonable prior notice to MCM, National Boston
Medical may examine MCM's files and records pertaining to media purchases
for National Boston Medical only. Additional Compensation: National Boston
Medical shall provide MCM with 75,000 shares of National Boston Medical
unrestricted series 144 stock with "piggyback" registration rights upon the
execution of this Agreement. National Boston Medical shall provide to MCM
an
additional 50,000 shares of series 144 restricted stock for each three
month period in which the infomercial campaign averages a gross media ratio
of 1.9 to 1 or higher. These additional shares shall be issued within
thirty (30) days from the completion of each of the following three month
periods in which the gross media ratio is 1.9 to 1 or higher. March 1, 1999
to May 30, 1999 May 31, 1999 to August 29, 1999 August 30, 1999 to November
28, 1999 November 29, 1999 to February 27, 1999
4. Term: This agreement will remain in effect until thirty (30) days after
either party informs the other, in writing, of termination.
5. Cancellations: Subject to the cancellation policies of each individual
media entity, MCM shall cancel all television airtime purchased by MCM on
behalf of National Boston Medical which National Boston Medical is unable
to use or no longer desires. National Boston Medical shall be liable for
any and all media charges for the time canceled which MCM is unable, in the
exercise of its best efforts, to avoid.
6. Access to Proprietary Software (MTS): National Boston Medical shall be
entitled to a viewonly version of MCM's proprietary software system known
as the Media Tracking System (MTS). MCM agrees to distribute a version of
MTS to National Boston Medical within three (3) weeks of the first airing
of National Boston Medical's infomercial upon written request from National
Boston Medical. National Boston Medical shall be entitled to use this
software as long as this Agreement is in full force and effect.
The parties have caused this Agreement to be duly executed on the dates
indicated below.
Maximum Coverage Media, Inc. National Boston Medical
/s/ Xxxxx Xxxxxxx /s/Xxxxxx Xxxxx
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Name: Xxxxx Xxxxxxx Name:
Title: President Title:
Date: 3-1-99 Date:
