Exhibit 10.5
CVI Clearvision, Inc. Public Relations xxxxxxxxxxxxxxxxx.xxx
000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000
t: 310-286-9400/f: 000-000-0000
CVI/ Letter of Agreement
Confidential Page 1
This Agreement is entered into on the 5th day of May 2005 by and between
Clearvision, Inc., ("CVI") a California corporation with its offices at 000
Xxxxx Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000; and International Power Group, Ltd.
along with Naanovo Energy Inc. (hereafter referred to as "CLIENT"), with its
principal offices at: 0 Xxxxx Xxxx, X.X. Xxx 000, Xxxxxx, XX. 07461-0326 USA
WHEREAS, CVI provides strategic planning, PR and marketing consulting services
to publicly traded and private companies;
Whereas, CLIENT wishes to receive a MediaBlitz!(R) campaign package;
Definitions:
o TV News Spotlight: A 2-8 minute segment featured on 1/2 hr. TV news
magazines airing nationwide.
o VNR: a broadcast-quality 90-second narrated Video News Release,
followed by up to 13 minutes of B-Roll and Sound Bites, distributed via
Satellite and Beta Broadcast Masters for inclusion on national and
local news programs and talk shows.
o Newspaper Feature: 1-3 column news article with photo and contact info
distributed to over 10,000 newspapers (mainly major market dailies and
weeklies), reaching over 20 million readers (est.).
o RNR: 60 second Radio News Release professionally recorded and
distributed in script form and on CD to 6,600 radio stations for use on
regular news and talk shows.
Whereas CVI have offered their services to the CLIENT, and the CLIENT has chosen
to hire CVI to perform these services;
For mutual consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to as follows:
1. PRODUCTION GUARANTEES
CVI will provide the following productions for CLIENT: TV News Spotlight, Video
News Release (VNR), In-flight Video, Corporate Video (up to 10-min), Tradeshow
Loop Presentation, Internet Streaming Video, Newspaper Feature, and RNR.
Productions include complete Scripting (two drafts and a polish per Feature) to
CLIENT's approval; up to four days of Shooting - including locations approved by
CLIENT and on a state-of-the-art sound stage and news set in Hollywood, CA; Emmy
winning news anchors; accredited on-camera news reporter; Voice-over narration;
unlimited Stock Footage from in-house library (17 years worth of archived
production footage); Complete Post Production / Editing with Graphics, Digital
Editing; Production Insurance, CVI's local Location and Travel expenses and Per
Diem, Director and Producer Fees; printing, postage and mailing, news clippings,
and readership reports. Also includes all overhead and administrative expenses.
2. MEDIA PLACEMENT GUARANTEES CVI represents, warrants and agrees that:
a) CLIENT's TV News Spotlight and/or VNR will air on national and local cable,
satellite and broadcast affiliates throughout the U.S. and Canada. Programs will
air as regular (non-paid) programming and as sponsored (paid) programming.
b) CVI guarantee 1,000 total airings generated from a combination of cablecasts
and broadcasts. Counted airings will take place between 6:30 am and 10:30 pm
daily - with the majority expected to be aired in Top 50 markets during
primetime hours (5:30 pm-10:30 pm). Each city counts as one airing. TVA and CVI
guarantee a minimum of 300,000 broadcast audience impressions based on Xxxxxxx
Rating Systems and 90,000,000 cable households. Cable audience is estimated at
4,860,000 viewers based on 2% of cable subscriber base and 2.7 viewers per
household.
c) CVI guarantees nationwide distribution of the TV Spotlight and/or VNR on one
or more national networks such as CNN, MSNBC, XXX Xxxx Xxxxxxx, CNBC, Dish
Network and AMC.
d) CLIENT is guaranteed sponsored airings on your choice of one of the following
clusters nationwide or in cities you select, typically airing during peak and
primetime. Clusters include: Adult Cluster, Male Cluster, Female Cluster,
Lifestyle Cluster, News Cluster, Healthy Living Cluster, Young Adult Cluster,
Sports Cluster, and Kids Cluster.
e) CLIENT is guaranteed at least twelve interviews on national and/or local
market TV and Radio talk shows during the six month term of this campaign.
f) Spotlight is guaranteed to air daily on one or more major Airlines for at
least one month as in-flight programming.
g) CLIENT is guaranteed to receive a minimum of 100 Newspaper Feature
placements;
h) CLIENT is guaranteed 200 Radio News Release (RNR) placements.
i) CLIENT is guaranteed monthly updates of CLIENT's headlining events in major
financial / business E-newsletter sent to over 650,000 opt-in subscribers
including: 250,000+ financial services professionals, 50,000+ key corporate
decision makers and 350,000+ investors.
CLIENT will receive usage reports with maps, bar charts, pie charts and
circulation data plus physical clippings from newspapers and
magazines---verifying the guaranteed number of placements and audience
impressions. TV, Print and Radio elements are subject to editing by media
outlets.
3. PROMOTIONAL ELEMENTS
a) CLIENT will receive One Hundred (100) fully packaged VHS or CD copies of
the Corporate Video or TV News Spotlight (CLIENT's choice) with the option
to purchase more at guaranteed competitive prices. CLIENT is free to choose
five additional TV airings instead of the copies.
b) CLIENT's complete Spotlight transcript, company logo, capsule description
and links to CLIENT's site will be featured as a TOP STORY during the six
month term of this campaign on one or more of TVA's news portals including:
xxx.xxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxx.xx ;
xxx.xxxxxxxxxxxxxxx.xx ; xxx.xxxxxxxxxxxxxxxxxxxxxx.xx.
c) CLIENT will receive Video Streaming of CLIENT's Spotlight from TVA's
servers for at least six months.
4. GRANT OF RIGHTS
a) CVI hereby grants to CLIENT the complete, unconditional and exclusive
worldwide ownership in perpetuity of the Corporate Video, Tradeshow Loop
Presentation, and Internet Streaming versions. CLIENT shall, accordingly, have
the sole and exclusive right to copyright any such materials in its name, as the
sole owner and author thereof (it being understood that for such purposes CVI
shall be CLIENT's "employees for hire" as such term is defined in the United
States Copyright Act). However, any re-editing / re-purposing of footage
containing TV news anchors and reporters for commercial broadcast use (e.g.
infomercial usage) will require their written approval. CVI grants to CLIENT the
rights to: a) approve Scripts prior to Shooting; b) approve final edited
corporate version; c) receive additional VHS, DVD, or CD copies of all materials
at guaranteed rates. CLIENT is free to use any vendor if CVI cannot match their
written quote.
b) CLIENT grants to CVI all rights to edit, distribute, exhibit, syndicate and
market worldwide (via cable, network TV, satellite, cruise lines, airlines,
video, internet, CD, DVD, etc.) in perpetuity all programming created for
broadcast purposes under this Agreement. CVI and its partners retain complete
ownership and editorial content of its TV, Radio, and Internet shows, and
websites.
5. BILLING This Agreement is to be carried out on a fixed fee basis. Of the
total production, media and promotion elements contained in this package, CVI
shall be responsible for all costs associated with this Agreement and the
actions required or contemplated on the part of CVI hereby, provided however,
that Client agrees to pay CVI one payment totaling $350,000.00. 1) Naanovo
Energy Inc. shall deposit $175,000.00 cash and International Power Group, Ltd.
Shall deposit 565,000 in IPWG newly issued 144 shares as follows: 165,000 newly
issued 144 shares vested in the name of Xxxxxxx Xxxxxxx, a natural person, SS#
###-##-####, at 0000 Xxxxxxx Xxx., Xxxxxx Xxxx, XX. 00000 and 400,000 newly
issued 144 shares vested to Clearvision Inc. at: 000 Xxxxx Xxxxxxxx Xxxx,
Xxxxxxxxx, XX 00000. Federal Tax ID # 00-0000000.
Bonus Payment: If CVI delivers over 2,000 televised airings (i.e. more than
double the 1,000 airings guaranteed herein), CLIENT agrees to commit to a second
CVI media project of at least equal value or pay an additional $30,000 in cash
or equivalent in stock to CVI (if stock) within one month after receiving proof
of airings.
6. PRODUCTION SCHEDULE A complete Production Schedule ("Schedule A") is attached
hereto. CVI's ability to provide this production / media / promotion package for
the price offered requires a firm commitment from CLIENT to adhere to the
Production Schedule.
7. RESPONSIBILITIES OF CLIENT CLIENT agrees to provide: prior to Shooting:
visual subjects called for in the approved script such as slides, photographs,
testimonial letters, existing stock footage, company artwork, logos, etc.;
shooting locations, interviewees, Company representative with approval authority
to accompany camera crew during Shooting; timely approvals of all elements of
production - (Client will have five business days to approve or request
revisions. Otherwise, elements will be deemed as "Approved" in order to keep to
schedule); prompt payments; overnight express and shipping charges. CLIENT
agrees to cooperate fully with CVI to enable the production to be completed
within the mutually approved timeframe (Schedule A).
Any unreasonable delay (more than three weeks past Schedule A) caused by CLIENT
will modify the responsibility of CVI as to completion date, guarantees and
fees. Any payment not made within a timely manner shall accrue interest at the
rate of one and one-half percent (1.5%) per month. CLIENT also agrees not to
engage in business directly with CVI employees, vendors, and/or independent
contractors during the term of this Agreement and for a period of twelve (12)
months after the termination of this Agreement, unless there was a provable,
pre-existing relationship with CLIENT.
8. INDEMNIFICATION
(a) CLIENT agrees to indemnify and hold CVI harmless for all materials, products
and personnel provided by CLIENT as well as truthfulness, accuracy and legality
of claims made by CLIENT in script and on camera.
(b) CLIENT further agrees indemnifies and hold CVI and its directors, employees,
affiliates and agents (each an "Indemnified Person") harmless from and against
any losses, claims, judgments, assessments and other liabilities (collectively
"Liabilities") and will reimburse each Indemnified Person for all fees and
expenses (including legal representation)(collectively "Expenses") as they are
incurred in investigating, preparing, or defending any claim, action, proceeding
or investigation (collectively, "Actions"), arising out of, related to or in
connection with any advice, actions or services rendered by any indemnification
Person pursuant to the Agreement, provided that the CLIENT will not be
responsible for any Liabilities or Expenses that are determined by a court of
competent jurisdiction to have resulted solely from the Indemnified Person's
gross negligence or willful misconduct. However, the CLIENT's obligation to each
Indemnified Person shall remain in full force and effect regardless of any
modification, finalization, expiration or termination of this agreement.
9. CANCELLATION / RESCHEDULING FEES This Agreement commences and becomes binding
upon faxed acceptance by both parties and continues throughout the Term. CLIENT
agrees to pay a $3,500 rescheduling fee should CLIENT fail to meet the approved
Shoot Date without written notice one week in advance. The parties hereto agree
that damages arising from a breach of this Agreement would be difficult or
impossible to quantify. Therefore, should CLIENT cancel or cause this campaign
to be unreasonably delayed for any reason (other than gross negligence,
non-performance or breach on the part of CVI) beyond the timeframe budgeted for
in Schedule A, CLIENT agrees to pay CVI 25% of contract total (in addition to
payments already made) as liquidated damages.
10. SCHEDULES The additional terms and conditions in "Schedule A" and "Schedule
B" attached hereto are hereby incorporated herein by this reference.
**** THIS AGREEMENT SHALL SUPERSEDE ANY PREVIOUS AGREEMENT ***
AGREED AND ACCEPTED BY CLIENT: AGREED AND ACCEPTED BY CVI:
-------------------------------------- ------------------------------------
Xxxxx Xxxxxxx - President & CEO
--------------------------------------- ------------------------------------
Date
---------------------------------------- ------------------------------------
Dr. J. Xxxxxx Xxxxxx - President & CEO
----------------------------------------
Date
SCHEDULE A*
This contract is contingent upon the acceptance and approval of CVI's producers
and editorial staff approving the content provided by the client. CVI will have
5 business days from receipt of client questionnaire to reject or accept the
proposed MediaBlitz! Campaign.
PHASE I - PRE-PRODUCTION
Weeks 1-4 - Receive signoff / payment; Review existing materials, Research
competitive environment, Conduct Creative Strategy Sessions, Develop Strategic
Image Objectives, Develop Scripts and Text for TV, Newspapers and Radio. Develop
interview questions for TV and Radio talk shows. Secure Production team, Shoot
Dates, Reporters, Locations and provide all Pre-Production prep.
PHASE II - PRODUCTION
Weeks 5-8 - Upon approval of Phase I, Commence Shooting on locations and in
Studio. Complete Post Production (editing, graphics, narration, music, audio
mixing, duplication of Broadcast masters, etc.) Create Media Advisory for Video
News Release; Secure Airline placement of In-flight video. Present finished
Newspaper and Radio Features for Client's approval.
PHASE III - DISTRIBUTION
Weeks 9-10 - Upon approval of Phase II, Distribute TV programs via satellite and
Beta Broadcast Masters to Broadcast, Cable and Satellite Networks. Distribute
Inflight Broadcast Master. Distribute Newspaper and Radio Features. Commence TV
and Radio Talk Show interviews; commence monthly eBroadcasts to 650,000 opt-in
subscribers; Release DVD, CD or VHS replications of Corporate Video and/or TV
News Spotlight to CLIENT. Release Trade Show Loop Presentation and Internet
Streaming movie to CLIENT.
PHASE IV - MONITORING
Weeks 11-34** Provide VNR feed report; Continue interviews on TV and Radio talk
shows. Compile and present 3 ring binder with usage map, actual clippings from
Newspapers, detailed TV and Radio broadcast affidavits, bar charts, pie charts
and circulation data---verifying the guaranteed number of placements and
audience impressions. Provide monthly updates showing new placements. Continue
tracking, monitoring, compiling reports, looking for additional utilization and
distribution opportunities to maximize return on CLIENT's investment.
*Subject to expedient receipt of payments, materials and approvals from CLIENT
and availability of locations and on-camera talent / interviewees.
**Or longer if placements continue to occur.
Content provided by the client is hereby accepted this _______ day of ________,
2005.
----------------------------------
Xxxxxxx Xxxxxxx
Executive Producer
SCHEDULE B - ADDITIONAL TERMS AND CONDITIONS
1. Controlling Law. This Agreement shall be deemed to have been executed and
delivered in Los Angeles County, California. Except as otherwise provided
herein, this Agreement and all rights and obligations hereunder, including
matters of construction, validity and performance, shall be governed by the
laws of the State of California, including the Uniform Commercial Code as
enacted in that jurisdiction, without giving effect to the principals of
conflicts of law thereof.
2. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns.
3. Non-Waiver. The waiver of any breach of the terms of this Agreement shall
not constitute the waiver of any other or further breach hereunder, whether
or not of alike kind or nature.
4. Severability. In the event that any one or more of the terms, conditions or
provisions of this Agreement is held invalid, illegal or unenforceable,
such other terms, conditions and provisions shall remain binding and
effective.
5. Entire Agreement/Amendment. This represents the entire and integrated
agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior negotiations, representations or
agreements, either oral or written, between the parties. This Agreement may
be amended or modified only by a written instrument signed by both parties.
CVI make no guarantees as to effect these services will have on CLIENT's
share price or revenues.
6. Disputes. Any and all differences, disputes or controversies arising out of
or in connection with this Agreement shall be submitted to arbitration who
is mutually selected by all parties; in Los Angeles, California under the
then prevailing rules of the American Arbitration Association. The parties
hereby agree to abide by and perform any award rendered in such
arbitration, including reasonable attorney fees (if awarded at the
arbitrator's discretion). Judgment upon any such award rendered may be
entered in any court having jurisdiction thereof.
7. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute
the same instrument.
8. No Further Duties. Except as expressly provided herein, the parties shall
have no further duties of obligations whatsoever to each other during or
following the term of this Agreement.
9. No Partnership or Agency. Nothing in this Agreement shall be construed as
creating a partnership, joint venture, agency or employer-employee
relationship between the parties hereto.
10. Authority. The individuals signing this agreement warrant and represent
that they each have the actual authority to enter into this Agreement and
to perform the obligations hereunder on behalf of the parties to this
license.
11. Headlines. Paragraph headings used in the agreement are for the convenience
of reference only and in no way define, extend, limit or decide the scope
of the agreement or the intent of any provision thereof.
12. Construction. This Agreement shall not be construed against the party
preparing it, and shall be construed without regard to the identity of the
person who drafted it or the party who caused it to be drafted and shall be
construed as if all parties had jointly prepared this Agreement and it
shall be deemed their joint work product, and each and every provision of
this Agreement shall be construed as though all of the parties hereto
participated equally in the drafting hereof, and any uncertainty or
ambiguity shall not be interpreted against any one party. As a result of
the foregoing, any rule of construction that a document is to be construed
against the drafting party shall not be applicable.
13. Remedies Cumulative; Limitation. All remedies set forth in this Agreement
are cumulative and are in addition to any remedies now or later allowed by
law. In no event, however, shall the CLIENT be entitled to aggregate
damages in excess of the contracted price for any or more breaches by CVI
of the terms of this Agreement, nor shall CLIENT be entitled to
consequential or incidental damages due to any breach or default of CVI in
connection with this agreement.
14. Independence. It is expressly understood and agreed that CVI and the CLIENT
are completely separate entities and are not partners, joint ventures, nor
agents for each other in any sense whatsoever and neither party has the
power or right to obligate or bind the other. It is also expressly
understood that CVI has not represented itself as a brokerage firm, venture
capital firm, or by other definition, a capital raising entity in this
transaction.
15. Time of Essence. Time is of the essence of each provision of this
Agreement.
