EXHIBIT 10.6
ADVERTISING AGREEMENT
THIS ADVERTISING AGREEMENT is made and entered into this ___ day of
________________, 1997, by and between PRECIS SMART CARD SYSTEMS, INC., an
Oklahoma corporation ("Precis") and BANK OF OKLAHOMA, N.A. ("BOK").
In consideration of the mutual terms and provisions of this
Agreement, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Precis and BOK agree as follows:
1. RECITALS. Precis is an integrated circuit card, or "smart card,"
application development firm, which has developed an application for smart
cards using a proprietary closed-area stored-value system, called
PrecisCache(TM) Precis has designed a PrecisCache(TM) application for
Oklahoma State University ("OSU") under which smart cards are issued
representing "OSU Spirit Cash" which may be redeemed for food, beverages and
merchandise at OSU athletic events (the "Program"). BOK desires to be a
sponsor of the Program, and Precis is willing to permit BOK to sponsor the
Program under the following circumstances.
2. DUTIES OF PRECIS. During the term of this Agreement, Precis shall
perform the following duties:
(a) CARDS. Precis shall produce and initialize 10,500 smart
cards for the Program (the "BOK Program Cards") bearing BOK's corporate logo,
subject to BOK's approval of the logo size, color and placement. The parties
have agreed with respect to size, color and placement of BOK's logo. At its
option, BOK may purchase for resale some or all of the BOK Program Cards
which have been produced and initialized upon payment of the aggregate face
value of denominations on the BOK Program Cards so purchased by BOK. BOK
Program Cards shall have value denominations and shall expire in accordance
with the terms of the Program.
(b) PROMOTION. Precis shall use its reasonable best efforts to
appropriately recognize BOK's sponsorship of the BOK Program Cards. Such
recognition shall include an indication of BOK's sponsorship in promotional
materials and events, if and when the BOK Program Cards are promoted in
materials or at events such as:
- Brochures distributed at athletic events and other OSU
related functions;
- Spirit Cash signage at concession stands;
- Signage at Spirit Cash promotional sites;
- Direct mail brochures in Posse Club packets;
- Press releases to local and national media, with a focus on
technology, banking and local press;
- Inserts in OSU athletic event programs;
- Public address announcements at OSU athletic events;
- Precis' web site on the Internet, with a link to BOK's web
site;
In performing its obligations herein, Precis shall have no obligation to
place any advertising in any media or to pay any license fees to BOK or
others in order to provide the above-described recognition. Precis shall use
the artwork supplied by BOK and shall be under no obligation to design
additional artwork on behalf of BOK.
3. DUTIES OF BOK. BOK shall provide camera ready artwork of the BOK
logo to be included on the BOK Program Cards. In addition, BOK shall
cooperate with Precis in approving the logo size, color and placement on the
BOK Program Cards. BOK shall have no obligation to provide any promotional
materials or to sell any of the BOK Program Cards.
4. COMPENSATION TO PRECIS. Upon the approval by BOK of its logo size,
color and placement on the prospective BOK Program Cards, Precis shall be
entitled to receive a payment of Ten Thousand Dollars ($10,000.00) from BOK
before it shall be obligated to produce the BOK Program Cards and perform its
other obligations hereunder.
5. SPONSORSHIP OF OTHER PROGRAMS. In the event Precis develops
PrecisCache(TM) applications similar to the Program for Tulsa University or
the University of Oklahoma, and assuming such institutions grant permission,
Precis shall make available to BOK the opportunity to sponsor any of such
applications before offering such opportunity to other potential sponsors.
Such sponsorship shall be on whatever terms and conditions Precis may
prescribe and may or may not be under terms which are similar to those
contained in this Agreement.
6. ARBITRATION. Any claim, controversy or dispute arising out of or
relating to this Agreement, except as set forth herein, shall be settled by
arbitration in Oklahoma City, Oklahoma, in accordance with the rules for
commercial arbitration of the American Arbitration Association. Any
arbitration shall be undertaken pursuant to the Federal Arbitration Act,
where possible, and the decision of the arbitrators shall be final, binding,
and enforceable in any court of competent jurisdiction. In any dispute in
which a party seeks in excess of $50,000 in damages, three arbitrators shall
be employed. Otherwise, a single arbitrator shall be employed. All costs
relating to the arbitration shall be borne equally by the parties, other than
their own attorneys' and experts' fees. The parties will bear their own
attorneys' and experts' fees. The arbitrators will not award punitive,
consequential or indirect damages. Each party hereby waives the right to such
damages and agrees to receive only those actual damages directly resulting
from the claim asserted. In resolving all disputes between the parties, the
arbitrators will apply the laws of the State of Oklahoma. Except as needed
for presentation in lieu of a live appearance, depositions will not be taken.
The parties will be entitled to conduct document discovery by requesting
production of documents. The arbitrators will resolve any discovery disputes
by such prehearing conferences as may be needed. Either party may be entitled
to pursue such remedies for emergency or preliminary injunctive relief in any
court of competent jurisdiction, provided that each party agrees that it will
consent to the stay of such judicial proceedings on the merits of both this
Agreement and the related transactions pending arbitration of all underlying
claims between the parties immediately following the issuance of any such
emergency or injunctive relief.
7. DISCLAIMER OF INTENT TO BECOME PARTNERS. Precis and BOK shall not
by virtue of this Agreement be deemed partners or joint venturers. Neither
party shall pay or withhold any federal or state income or payroll taxes with
respect to compensation payable to the other under this Agreement. Neither
Precis nor BOK shall incur any financial obligation on behalf of the other
party without prior written approval of the other party.
8. NOTICES. Any and all notices, consents or other communications by
one party intended for the other shall be sent as follows:
If to Precis: Precis Smart Card Systems, Inc.
00000 Xxxxx Xxxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
ATTN: Xxx Xxxx
FAX: 405/000-0000
If to BOK: Bank of Oklahoma, N.A.
X.X. Xxx 0000
Xxxxx, Xxxxxxxx 00000
ATTN: Xxxx Nation
FAX: 918/000-0000
unless a party shall have designated a different address or number by sending
written notice of the change to the other party.
9. SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement will not affect the validity or enforceability of any other
provision.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Oklahoma.
11. NO ASSIGNMENT. Neither party may assign its rights or delegate
its duties under this Agreement without the prior written consent of the
other party.
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12. BINDING EFFECT. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties and their respective legal
representatives, successors and assigns.
13. CAPTIONS. The paragraph captions used in this Agreement are for
convenience only and shall not affect the interpretation of this Agreement.
14. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express
or implied, is intended to confer upon any person, firm or corporation other
than the parties any right, remedy or claim under or by reason of this
Agreement, as third party beneficiaries or otherwise.
15. ENTIRE AGREEMENT; AMENDMENT. This Agreement states the entire
understanding and agreement between the parties with respect to its subject
matter and supersedes any oral or written proposals, statements, discussions,
negotiations or other agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
PRECIS: PRECIS SMART CARD SYSTEMS, INC.
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By________________________
Xxxxx X. Xxxx, President
BOK: BANK OF OKLAHOMA FINANCIAL, N.A.
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By_______________________________
Xxxx Nation, Senior Vice President
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