EXHIBIT 10.21
MEDIA AGENCY SERVICE AGREEMENT
BETWEEN
BIOQUEST INTERNATIONAL, INC.
AND
MEDIASMITH, INC.
Media Agency Service Agreement
1. BioQuest International, Inc., ("BioQuest International), has employed
Mediasmith, Inc. to plan and place media for BioQuest International and its
subsidiary companies and to provide other services as may be agreed to in
writing.
2. Mediasmith will provide BioQuest International with media planning, media
buying and post-buy administration services. Media plans will be prepared
subsequent to preparation of mutually agreed-upon BioQuest International media
objectives, which will include all budgetary concerns and objectives. Buying
projects will customarily include an analysis of availabilities, negotiation,
placing orders and issuing schedules to BioQuest International. Post-buy
administration will include traffic, contract checking, checking of media
invoices and affidavits, reconciliation, payment to media of BioQuest
International invoices as Mediasmith receives payment from BioQuest
International (Or at BioQuest International's request, forwarding of reconciled
invoices to BioQuest International for direct payment), tracking of performance
(for Web activity) and post-buy analysis.
3. Mediasmith will receive a monthly fee of $15,000 as a minumum payment against
an agency commission of 12% based on cumulative gross media spending which will
carry over from month to month and which will be billed under a separate invoice
from the media. Mediasmith compensation will cover Mediasmith time and resources
necessary to complete the job. Out-of-pocket travel, messenger and air freight
services, long distance telephone charges, traffic expenses and third party ad
server expenses incurred directly in servicing BioQuest International will be
billed additionally to BioQuest International. Months will run from the date of
this Agreement forward in 30 day increments, and will be billed accordingly.
4. No media funds or expenditures will be committed on behalf of BioQuest
International without a Media Authorization, prepared by Mediasmith in advance
and signed by representatives of BioQuest International, which will include
approval of individual media placements. It is understood that BioQuest
International will pay media invoices upon receipt of reconciled media invoices
from Mediasmith on a timely basis. Mediasmith will not make any payments to
media without receipt of reconciled invoice and tear sheet, affidavit or other
appropriate proof that ad ran as scheduled and that guarantees were met.
(Mediasmith agrees to do so on a timely basis)
5. BioQuest International shall be fully responsible directly to the media for
all expenditures authorized by a Media Authorization signed by BioQuest
International and supported by a schedule supplied by Mediasmith. As such, it
may be necessary for BioQuest International to provide certain media with credit
information. Mediasmith will place all orders in BioQuest International name,
x/x Xxxxxxxxxx.
0
XxxXxxxx Xxxxxxxxxxxxx will provide Mediasmith with a letter for the media
outlining BioQuest International's financial responsibility. Mediasmith will be
responsible for reconciliation of all media invoices and the accuracy of
payments to the media.
6. In line with standard agency practices, Mediasmith will provide all media
coordination.
7. Any other services to be performed by Mediasmith, and the basis of any
additional compensation, will be covered by a separate written agreement.
8. This Agreement is subject to the attached "Standard Terms and Conditions,"
("Exhibit A").
July 18, 2001 /s/ Xxxxx X. Xxxxx, President
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Date BioQuest International, Inc.
July 16, 2001 /s/ Xxxxx Xxxxx, President
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Date Mediasmith, Inc.
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