EXHIBIT 10(k)
HOTELVIEW
PUBLIC RELATIONS AGREEMENT
XXXXXXX COMMUNICATIONS, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
CONSULTING AGREEMENT
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This Agreement ("Agreement") between Xxxxxxx, Communications, Inc. ("Firm"), 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
HotelView Corporation
0000 Xxxxx Xxxxx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
("Client") specifies the services for which the Client engages Firm and the
terms and conditions of the engagement.
Client and Firm understand and agree that:
1. Client engages and retains Firm as Client's consultant for public relations
services for HotelView and/or other services as outlined in Addendum "A" to this
Agreement (the "Project").
2. Client has the right, at its cost, to make changes to Addendum A. Firm will
issue, and Client will sign, a Project Change Notice ("PCN") in respect of any
such change; the PCN will note any addition (for which Client will pay) or
reduction in cost to Client resulting from the change. Firm may invoice Client
immediately for any additional cost, and Client will pay the invoice upon
receipt.
3. To promote quality workmanship and on-time performance by Firm, Client will
provide Firm on a timely basis with the information and materials necessary for
Firm to perform the services specified in this Agreement and generally to carry
out the Project. The Basic Fee (as defined in paragraph 4 below) is premised on
all the Firm's work being performed during a normal week and normal business
hours, e.g. Monday through Friday (except legal holidays), from 9:00 a.m. to
5:00 p.m. Delays may cause production over-time, additional labor and talent
costs, third party cancellation charges, and other additional costs and
expenses; all costs and expenses arising out of delays caused by Client will be
borne by Client and Client will pay them upon invoice. All additional fees
require prior approval by Client.
4. (a) Client agrees to pay Firm the basic fee (the "Basic Fee") of $3,500 per
month for Firm's services under this Agreement for the period commencing August
1, 1996 and ending December 31, 1996. Firm agrees to invoice Client on the first
day of the month for that month's services, and Client agrees to pay such
invoice by the 30th of that month.
(b) All out-of-pocket expenses pre-approved by Client and other costs are
in addition to the Basic Fee and are to be paid by Client upon presentation
of invoice and upon such further terms as provided in Addendum A, as stipulated
hereto.
(c) Client agrees to pay Firm a monthly finance charge of 1-1/2% of any
Basic Fee not paid when due, and of any invoice for any other amount which is
not paid within 30 days of date of invoice.
5. (a) Upon termination of this Agreement, Client shall pay Firm for all
amounts due Firm at that time including but not limited to any amounts due as
provided in paragraph 4(a) above and all other costs for work done and
liabilities incurred (including any obligations incurred with third parties)
relating to the Project through the effective date of termination.
(b) The provisions of paragraphs 8 and 9 shall survive any cancellation
or termination of this Agreement, whether for cause, without cause or pursuant
to a cancellation or termination right provided in this Agreement.
6. Notwithstanding paragraph 4(a) above, if one or more Acts of God or other
causes beyond the parties' control renders the performance of services or
provisions of material or other performance by either party impossible or delays
it for six (6) months in the aggregate, either party, upon prompt written notice
to title other specifying the event(s) or cause(s), will be excused from such
nonperformance or delay, and either party then has the right to terminate this
Agreement on further written notice to the other.
7. Firm and its personnel working on the Project pursuant to this Agreement are
independent contractors and not employees of Client. Firm carries all insurance
necessary to comply with the workmen's compensation and employer's liability
laws of the state(s) in which Firm's work is to be performed for Client.
8. Client will fully protect and indemnify Firm from any claim of infringement
or violation of any copyright, patent, trademark or other right of any kind of
any person, or any claim of libel or slander, relating to any materials supplied
by Client, its employees, agents, members or guests, or any materials as to
which Client is responsible for securing any necessary or desirable permissions
and releases.
9. During the entire duration of the agreement and two years after its
termination, for any cause whatsoever, the Client and the Firm undertake not to
hire as salaried employee, nor use directly or indirectly, the other contracting
party's employees, sub-agents, former employees and former sub-agents.
10. All prior understandings and negotiations between Firm and Client, both
written and oral, are merged in this Agreement, which is the entire agreement
between them. No representation, inducement or promise has been made or relied
upon by either party, unless expressly set forth in this Agreement. This
Agreement may be altered or changed only in writing signed by both parties.
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11. Either party may not assign this Agreement without other party's prior
written consent.
12. The validity, interpretation and performance of this Agreement shall be
controlled by and construed under the laws of the State of New York.
13. The following addenda and schedules are attached to and form an integral
part of this Agreement:
Addendum A
AGREED to and accepted as of this day of July
Client: HotelView Corporation
By:
Name:
Title:
Firm: Xxxxxxx Communications, Inc.
By:
Name: Xxxxxxx X. Xxxxxxx
Title: President & CEO
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ADDENDUM A
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HOTELVIEW
Services and product(s) to be performed and delivered by Firm.
This schedule and the requirements listed below are an integral part of the
preceding agreement between Firm and Client.
Description of the Project
DEVELOP AWARENESS FOR HOTELVIEW THROUGH PRINT AND ELECTRONIC MEDIA.
PUBLIC RELATIONS SERVICES
- Media audit
- Liaison with the press, press kit development and press releases
- Media interviews - including television, print and electronic
- Public relations counseling
- Placement and exposure of feature articles in national and industry media
- Assist in special events, trade shows and seminars
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ADDENDUM A - CONTINUED
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HOTELVIEW
Costs excluded from Basic Fee:
The Basic Fee does not include certain costs and expenses all of which require
prior approval by client, verbal or written, which are to be invoiced to a
Client at cost and paid by Client upon invoice, including but not limited to:
- all printing and duplicating
- fees for outside services selected and monitored by Firm,
- photography and photographic duplication
- all travel and entertainment
- any other direct expense associated with the project
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