EXHIBIT 10.5
TELEVISION MARKETING AGREEMENT
This Agreement made September 9, 2004, between MediaCorp Worldwide, LLC (MCW)
located at 0000 X. 000xx Xxxxxx, Xxxxxxxx Xxxx, XX 00000 and Source Direct,
located at 0000 X. Xxxxxxxx, Xxxxx Xxxxx, XX 00000.
RECITALS
WHEREAS, Source Direct herein referenced as Client is the manufacturer of the
Simply Wow Cleaner & the Stain Pen, herein referenced as Product.
WHEREAS, MCW has an interest in marketing the Product through direct response
television sales: and
WHEREAS, Client desires to use the services of MCW to perform a television test
market and to further market the Product on television.
NOW THEREFORE, the parties herein mutually agree as follows;
1. Retention of Marketing Services: Client hereby retains MCW, as it's
exclusive direct response marketing agent for the purpose of marketing and
selling the Product on television.
2. Services Provided by MCW: With respect to the performance of MCW's duties
and services hereunder, MCW shall:
A. MCW shall produce a direct response television commercial for the
Product suitable for broadcast. Said commercial production to
include, creative concept, script, producer/camera crew, two (2)
actors or actresses (additional non-speaking talent available,
$250 per actor/actress), talent releases, full post production
studio, professional announcer, and program music. Said
commercial shall be sixty-seconds (: 60) in length. MCW shall
keep Client informed and updated as to the progress of the
commercial production. In addition, Client shall also approve the
final script prior to the shooting of the commercial. Said
commercial shall be completed within thirty (30) days, weather
permitting, from receipt of: signed script approval from Client;
Product samples as referenced in paragraph 3(b); and client
footage, stills, logo or props (if applicable). A VHS copy of the
finished commercial shall be delivered to Client for viewing
prior to being aired on television.
B. Said commercial shall air on either cable or broadcast networks
or a combination, with a consumer demographic profile suitable
for Product sales as available to MCW. The commercial shall air a
minimum of 45-50 times in combined networks or broadcast stations
in one metropolitan market. The commercial will air on a rotator
unless otherwise noted between the hours of 6:00 a.m. and 12:00
midnight.
MCW______ CLIENT______
C. Upon completion of a successful test market, MCW and Client shall
establish a performance clause in order to provide exclusivity to
MCW. The performance clause shall be based on the test results
and will be amended to this agreement. MCW shall have the option
to market the Product via direct response television exclusively
for nine (9) months. MCW will have the rights to the commercial
and will bear the expenses for a national or regional television
marketing campaign. .
D. Client owns the commercial produced. During the term of this
agreement, MCW retains use of the commercial for short form
direct response television marketing.
E. Following the test market, MCW shall purchase the Product from
Client, at the wholesale price as follows: 2,500--$8.18,
9,500--$7.79 and 35,000--$7.42 F.O.B. Client's warehouse. Payment
Terms: net 15 days
F. MCW will maintain an 800 number and twenty-four hour operators to
process all incoming orders generated from Client's commercial.
MCW shall retain two dollars ($2.00) for each order processed as
a telemarketing fee. The telemarketing fee shall be included and
deducted from the Shipping and Handling charges collected from
the consumer.
G. MCW shall process all credit card orders to include VISA,
MASTERCARD, Discover, and American Express.
H. MCW shall ship the ordered Product to the end-consumer. The
shipping charges will be included and deducted from the Shipping
and Handling charges.
I. Reimbursement for defective goods will be deducted at time of
payment to Client.
3. Obligations: Throughout the term of this Agreement, Client shall:
A. In consideration of MCW providing commercial production, air time
and other services as outlined in the Agreement; Client will pay
to MCW the sum of $10,000 (U.S. dollars) upon execution hereof.
B. Client shall supply five (5) samples of the Product to facilitate
the production of the commercial. MCW shall not be liable for the
return of these samples.
C. Client must invoice MCW for all Purchase Orders to receive
payment.
4. Product Price and Profits-See Schedule A
MCW______ CLIENT______
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5. Confidentiality/Non-Competition
A. MCW agrees to keep all information regarding Client's business
activities, sales figures, and other trade secrets confidential
and to not disclose any proprietary information to any third
party other than MCW's employees, and MCW's authorized
distributors, without the prior written consent of Client.
B. Client agrees not to contact or otherwise be involved in any
transaction with any company, or television related business for
the purpose of direct response television marketing in
competition with MCW. Further Client agrees not to contact any
subcontractor introduced or utilized by MCW, during the term of
this Agreement.
6. Term: The Agreement shall be for a term not to exceed one year commencing
on the date hereof.
7. Entire Agreement: Client understands that MCW is conducting a television
test market on Client's Product and there have been no promises made
verbally or otherwise as to the number of sales, if any, that will result
from said television test market. This Agreement represents the entire
Agreement between the parties and supersedes all prior oral and written
agreements. This Agreement may not be modified or amended, except by an
addendum to this Agreement signed by each of the parties hereto.
Furthermore, the undersigned represents that they have read and understood
the terms of this agreement before signing it.
8. Expiration: This agreement is valid for a period of 14 days beginning
September 9, 2004. If not executed by both parties within this time the
agreement shall become null and void.
IN WITNESS WHEROF, the parties have executed this document.
MediaCorp Worldwide LLC Source Direct
BY: /S/ Xxxxxxx Xxxxxx BY: /S/ Xxxxx Xxxxx
---------------------- ---------------
Xxxxxxx Xxxxxx Xxxxx Xxxxx
Director of Operations
DATE: August 10, 2004 DATE: August 10, 2004
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SCHEDULE A
During the test market, the parties shall price the Product and divide the
revenues from Product sales as set forth below.
Product: Simply Wow Cleaner & Stain Pen
Established TV Price: $19.95 plus $7.95 Shipping and Handling
CLIENT MCW
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Wholesale price: $ 8.18
Profit Split (50/50) $ 5.89 $ 5.88
Shipping and Handling $ 7.95
Total distribution of funds $14.07 $13.83
Terms: Net 15 F.O.B. Client's Warehouse
MCW______ CLIENT______
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