Sales and Representation Contract
It is hereby agreed Nettaxi Online Communities, Inc. (hereinafter client) will
use the services of Xxxxxxx Xxxxxx dba Unique Media Service's (hereinafter
Unique) as its advertising representative for the client internet site, known as
Nettaxi Online Communities, Inc, located at the internet address of
xxxx://xxx.xxxxxxx.xxx and any and all succeeding pages of internet address, and
whose actual address is 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000.
Reasonable rates for said advertising will be set by client through consultation
with Unique, and a formal Xxxx card will be published by client for Unique's use
and understanding. Any rate deviation from said rate card for advertisers will
be discussed and agreed upon by both client and Unique, and Unique shall not
confirm a sale to an advertiser until client has agreed with Unique, orally or
in writing, to accept such a confirmation for an advertiser. Any trade for
product of any kind, including but not limited to merchandise, time, space,
shall be at the agreement of client and Unique.
Client maintain the right to limit the types of advertising (i.e.: no
cigarettes), and shall notify Unique of such limitations and requirements in
advance with thirty days written notice and/or the limitation, shall be made a
part of this contract.
Client agrees to furnish Unique with all research and data, including audience
research available to it, and further agrees to conduct an audience research
survey at least once per year.
In consideration of client's agreement to enter into this contract, Unique
agrees to generate advertising funds through sales calls to advertising
agencies, manufacturers, publishers, other internet sites and any and all other
resources available to it with a fair and reasonable effort Unique shall inform
client of negotiations with potential advertisers in progress at client's
request.
Unique agrees to assist client in promotions, including on site promotions, and
cross promotions with various other sites and media.
Unique and client agree to maintain an open book policy in regard to
advertising, whereby either may inspect the others books with proper notice to
obtain any further assurances of contract being carried out per agreement
Unique shall be responsible for the collection of funds for advertising
contracts sold by Unique, and the proper distribution thereof. Unique shall
retain no liability for the advertisers' payment, but shall make every effort to
assure payment through proper credit checks and other sources available,
Client agrees to allow recognized advertising agencies a 15% agency agency
commission. Client and Unique agree to the following fees for services rendered
by Unique to be paid to Unique:
Fees for Unique Media Services services:
35% of all net dollars of advertising sold and collected by Unique for
client. 35% of my trades for products, time, space, services, etc. Net
dollars shall be defined as advertising dollars after agency commission has been
deducted.
The term of this contract is for one year from the date of the execution of this
contract, and may be canceled by giving ninety days' prior written and signed
notification after the first ninety days of contract being in effect, by either
party, during which time all time; and conditions will remain in full force.
Unique shall have the right to extend the term for an additional year with the
mutual consent of client. Client shall notify Unique of non-renewal of contract,
in writing, thirty days prior to the expiration of this contract or it will be
understood by both parties that the contract has been mutually renewed. Should
no such instrument be delivered, then it shall be considered mutually agreed
without further notice.
All advertising clients and advertising leads generated by Unique shall be
considered Property of Unique for a total of five years from any date of
cancellation of contract with Unique, and all commissions agreed upon to be paid
Unique shall carry forth throughout said period.
Should Unique incorporate, Client agrees that this contract may be assigned m
whole to such corporation
This contract constitutes the entire agreement of the parties, and may be
changed, altered or amended only by instrument in writing, executed by all
parties.
This contract shall be governed by the laws of the State of South Carolina, said
state being the forum for this contract.
Agreed to this 7th day of July 1998 by Xxxxxxx Xxxxxxx Xxxxxx, President of
Unique Media Services, 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
and Xxxx Xxxxxxxx
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President (Title) of Nettaxi Online Communities,.Inc., 0000 Xxxxx Xxxxxx
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Avenue, Campbell. California 95008.
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Signed for Unique Media Services by /S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Title: President
Signed for Client by /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title President
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