EXHIBIT 10.31
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.
AT&T / XXXXXXX XXXXXXXX XXXXXXXX
PAGE l OF 1
ADVERTISING AGREEMENT
WITNESSETH:
That in consideration of the agreements expressed herein, AT&T Corp. ("AT&T")
having an office at 000 X. Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxx 00000 and
Xxxxxxx Xxxxxxxx Xxxxxxxx a Corporation of the state of Massachusetts
("Agency"), having an office at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 do hereby agree as follows:
I. Agreement G00040D between Agency and AT&T is incorporated herein, and its
terms and conditions will be applicable to the services authorized
hereunder.
II. Agency shall perform advertising and direct mail services ("Work") for
AT&T's Marketing organization in support of various programs/markets, as
requested by AT&T, commencing January 1, 1999 and ending December 31,
1999.
III. Attachment A, attached hereto and hereby made a part hereof, Paragraph I
establishes Contract Number, Billing Number, Compensation ("Annual Fee"),
Incremental Monthly Payment ("Monthly Fee"), and Reimbursable Expense
allocation associated with each program/market to be supported by Agency
hereunder. Agency's Annual Fee for services authorized hereunder includes
the costs of all labor, and materials and equipment associated with
performing services necessary to complete Work required hereunder. In
addition to such payments, AT&T agrees to pay Agency a performance bonus,
pursuant to Attachment A, Paragraph II, if in AT&T's sole discretion and
judgment, Agency's overall performance rating is above or well above
target.
IV. AT&T agrees to reimburse Agency at actual cost incurred for a) out-of-
pocket expenses for third party production and media fees, as set forth in
Attachment A, Paragraph III, incurred in accordance with Approved
Estimates, and b) travel and living expenses incurred while on AT&T
approved travel assignments pursuant to Exhibit A, Paragraph IV. Agency
shall list a) and b) as separate items on each invoice, which shall be
accompanied by receipts substantiating expenses. Agency shall retain all
such records for a period of not less than three (3) calendar years after
the expiration of this Agreement.
V. Invoices for Work performed hereunder shall be submitted monthly, reflect
the applicable Billing Number, pursuant to Attachment A, Paragraph I, and
be submitted in duplicate, as follows:
AT&T
Xxxxx Xxxxxx, Room 3447G2
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
VI. AT&T's Marketing Representative is Xxxxx Xxxxxx and AT&T's Supplier
Management/Agreement Representative is Xxxxxxxxxx Xxxx or such other
persons as may be designated in writing by AT&T from time to time.
Agency's Representative is Xxxxxxxx Xxxxxx or such other person as may be
designated in writing by Agency from time to time.
ACCEPTED:
XXXXXXX XXXXXXXX XXXXXXXX, INC. AT&T CORP.
/s/ Xxxxx X. Xxxxxxxxxx /s/ Xxxxxxx XxXxxxx
By: _________________________ By: ___________________________
(Signature) (Signature)
Xxxxx X. Xxxxxxxxxx Xxxxxxx XxXxxxx
EVP/Chief Financial Officer Supplier Management District Manager
_______________________________ _____________________________________
(Name & Title Typed or Printed) (Name & Title Typed or Printed)
4/12/99 3/26/99
_______________________________ _____________________________________
(Date) (Date)
AT&T / XXXXXXX XXXXXXXX XXXXXXXX
ATTACHMENT 1
PAGE 1 OF 4
I. PROGRAM/MARKET, CONTRACT NUMBER, BILLING NUMBER, ANNUAL FEE, MONTHLY FEE,
AND REIMBURSABLE EXPENSE ALLOCATION
-------------------------------------------------------------------------------------------------------------------
Program/Market Contract Billing Annual Fee Monthly Fee Reimbursable
Number Number Expense
-------------------------------------------------------------------------------------------------------------------
[***] LMA191D 26307 [***] [***] $45,000
-------------------------------------------------------------------------------------------------------------------
[***] LMA192D 26358 [***] [***] $54,000
-------------------------------------------------------------------------------------------------------------------
[***] LMA193D 26368 [***] [***] $ 0
-------------------------------------------------------------------------------------------------------------------
[***] LMA194D 26449 [***] [***] $15,950
-------------------------------------------------------------------------------------------------------------------
[***] LMA2O9D 26710 [***] [***] $10,500
-------------------------------------------------------------------------------------------------------------------
[***] LMA195D 26474 [***] [***] $ 9,200
-------------------------------------------------------------------------------------------------------------------
[***] LMA196D 26509 [***] [***] $ 4,800
-------------------------------------------------------------------------------------------------------------------
[***] LMA197D 26560 [***] [***] $ 0
-------------------------------------------------------------------------------------------------------------------
[***] LMA198D 26602 [***] [***] $43,100
-------------------------------------------------------------------------------------------------------------------
[***] LMA199D 26626 [***] [***] $43,100
-------------------------------------------------------------------------------------------------------------------
[***] LMA200D 26631 [***] [***] $ 500
-------------------------------------------------------------------------------------------------------------------
[***] LMA2O1D 26636 [***] [***] $34,375
-------------------------------------------------------------------------------------------------------------------
[***] LMA2O2D 26692 [***] [***] $ 0
-------------------------------------------------------------------------------------------------------------------
[***] LMA2O3D 26696 [***] [***] $ 6,540
-------------------------------------------------------------------------------------------------------------------
II. BONUS
Agency's bonus shall be based upon its annual performance evaluation, which
shall be at AT&T's sole discretion and judgement, as follows:
A. [***] if Agency's overall performance rating is above target
B. [***] if Agency's overall performance rating is well above target
Agency's Annual Fee as set forth in Paragraph I above, prorated for the
period worked, shall be used as a basis for calculating Agency's bonus, if
any.
III. THIRD PARTY EXPENSES (In Conjunction With Estimates)
AT&T agrees to reimburse Agency for production costs and expenses paid by
Agency to third parties, limited to those set forth below or as otherwise
specifically agreed to by the parties, provided that they have been actually
incurred by Agency and Agency has first secured an approved Estimate to incur
such costs. Reimbursement will only be for net out-of-pocket actual cost
incurred by Agency and will not include any other costs therefor.
A. Publication Advertising and Out-Of-Home Advertising
1. Type composition, printing, engraving, electrotypes, finished art,
photographs, photostats and other reproduction mats, stereotypes,
quantity proofs
2. Endorsement fees, testimonials, etc.
3. Fashion coordination performed by studio and/or stylist
4. Talent for use in test and/or finished advertising
5. Production of test advertisements
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.
AT&T / XXXXXXX XXXXXXXX XXXXXXXX
ATTACHMENT 1
PAGE 2 OF 4
6. Research and licensing costs for stock photography
7. Location scouting
8. All other elements required to produce publications and out-of-door
advertising not referred to above
9. Release prints and duplicate tapes for distribution
10. Distribution of release prints and duplicate tapes
B. Broadcast and Electronic Advertising
1. Packaged shows and films
2. Programs and scripts by outside specialty writers or producers
3. Music rights, jingles, prize money, dramatic literary or musical
adaptations or arrangements
4. Production charges for filming, taping or recording commercials
5. Film production charges, studio and equipment rentals, scenery, props
and costumes and location scouting
6. Fashion coordination/hair and makeup by studio and/or stylist
7. Release prints and duplicate tapes for distribution
8. Distribution of release prints and duplicate tapes
9. Motion picture, slide and slidefilm processing
10. Music production associated with creative presentations, demos and test
ads
11. Talent, including voice over, associated with creative presentations,
demos and test ads
12. Closed captioning expenses
C. Postage, Express and Freight
1. Shipment of advertising materials to Agency's, third party
subcontractors
D. Electronic Media
1. Travel
2. Website, software and program development
E. Research
1. Test materials
NOTE: ALL OTHER THIRD PARTY COSTS AND EXPENSES INCURRED (EXCEPT THOSE DESCRIBED
IN PARAGRAPH IV BELOW) ARE NOT REIMBURSABLE AND ARE INCLUDED IN AGENCY'S
TOTAL ANNUAL FEE SET FORTH IN PARAGRAPH I ABOVE.
AT&T / XXXXXXX XXXXXXXX XXXXXXXX
ATTACHMENT 1
PAGE 3 OF 4
IV. REIMBURSABLE TRAVEL EXPENSES
Reasonable travel and living expenses directly related to assignments
performed under this Agreement as approved by AT&T, shall be reimbursable.
Reimbursable expenses shall be itemized and substantiated by receipts or
other credible evidence acceptable to AT&T and in accordance with the
guidelines hereunder. Expenses shall be billed at actual cost incurred and
invoices for all reimbursable expenses shall list the date(s), copy, person(s)
visited and business purpose for the expense.
A. Land Travel
Use public transportation as a first choice, personal car as a second
choice, and car rental as the last choice. Reasonable cab/taxi, bus, rail
or car rental expenses will be reimbursed along with associated receipts
from tolls, tips, and parking fees will be reimbursed by AT&T, unless
otherwise specifically state herein.
Mileage, as approved yearly by the IRS, will be reimbursed for use of
personal automobiles for services provided on behalf of AT&T. Allowable
mileage is determined by deducting the normal commuting mileage from total
miles actually incurred. Maximum allowable mileage between Manhattan and
New Jersey shall not exceed 80 miles round-trip (no exceptions).
Cab fare will only be reimbursed when used from Agency's location to the
production house and return. Cab fare for "late nights" (after 8:00 pm)
will be reimbursed. Cabs to Agency's employee's home will only be
reimbursed if they are taken from the airport. Cabs to pickup rental cars
are not reimbursable. Tolls, mileage and train fare are reimbursable when
work is performed on weekends.
Rental car charges within Agency's city will not be reimbursable.
If a rental car is used to attend a meeting outside of Manhattan, a maximum
of $60.00 will be reimbursed, excluding tolls.
Refueling - All rental cars must be refueled prior to returning. Cost for
the rental car company to refuel will not be reimbursed.
B. Air Travel & Associated Expenses
1. Air Travel
a) Must accept lowest available fare based on the following time window:
b) Coach service for all domestic travel; Business service for
international travel (international under 5 hours must be coach).
c) Should consider other, lower-priced discounted fare opportunities
whenever possible, e.g., non-refundable, Saturday night stay,
connections, alternate airports, etc.
d) Use of electronic tickets (e-tickets) encouraged to reduce process
costs.
e) Must return unused fully refundable tickets in a timely manner. Non-
refundable tickets must be used on next applicable business trip.
2. Lodging
a) Require use of moderate or economy priced hotels (vs. upscale/luxury)
when available
When shooting, agencies should stay in the same hotel as AT&T, not to
exceed $150 per night. However, lower rates should be used if available.
Agency shall only invoice hotel expenses that are directly related to the
work performed under this Agreement. Expenses incurred at hotels for AT&T
business-related (fax, typing, photocopying) are reimbursable.
AT&T I XXXXXXX XXXXXXXX XXXXXXXX
ATTACHMENT 1
PAGE 4 OF 4
3. Rental Car
a) Rent a car only when more cost effective than other modes of
transportation (e.g., hotel shuttles, public transportation, taxis,
airport shuttles).
b) Must rent compact/subcompact size car unless two or more people are
traveling in which case a midsize car is acceptable.
c) All rental cars must be refueled prior to returning. Cost for the rental
car company to refuel will not be reimbursed.
4. Meals
a) Meal expenses are only reimbursable when traveling overnight.
b) Maximum daily reimbursement for business meals is $35 recognizing meal
costs may be higher in certain metropolitan areas and international
locations. In no event shall daily meal allowance exceed $65.00 when
metropolitan areas or international locations are involved.
5. Miscellaneous Expenses
a) Laundry: Reasonable laundry expenses will be reimbursed for trips that
extend beyond five days.
b) Business Calls: Business calls made on AT&T's behalf while staying
overnight are reimbursable. Personal calls will not be reimbursed. Calls
must list reason and person called and be on the AT&T network.
c) Airplane Calls: Not reimbursed for any reason.
d) Movies: In-room and Airplane Movies: Movies rented while on company
business will not be reimbursed.
e) Periodicals: Magazines, newspapers, and books are not reimbursable
unless specifically requested, in writing, by AT&T.
f) Flowers: Flowers for any reason are not reimbursable.
g) Federal Express: All Federal Express receipts must list the reason for
the overnight and who authorized the request. If a complete reason is
not listed, it will not be reimbursed.
h) Health Club and Mini Bars: Health club and mini bar expenses will not be
reimbursed for any reason.
NOTE 1: IT IS AGREED AND UNDERSTOOD THAT AT&T IS NOT RESPONSIBLE NOR WILL IT
REIMBURSE ANY ENTERTAINMENT EXPENSES INCURRED BY AGENCY.
NOTE 2: WHEN PERFORMING SERVICES LISTED BELOW, AGENCY SHALL ADHERE TO THE
FOLLOWING:
Maximum Number of Employees
. Location Shoots 3
. Press Runs 1
. Production 3
. Strategy Meetings or Review Meetings *
. Research Meetings (Focus Groups) *
* Agency shall propose appropriate attendance to AT&T for approval prior to
performing services. In no event shall the number of employees exceed three
(3).
AT&T / XXXXXXX XXXXXXXX XXXXXXXX
Amendment 01
Page 1 of 1
AGREEMENT AMENDMENT
Contractor: Xxxxxxx Xxxxxxxx Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Agreements LMA194D, LMA209D, LMA195D, LMA196D, LMA197D dated April 12, 1999,
between AT&T Corp. ("Company") and Contractor are hereby amended as follows:
1) Xxxxxxxxxx 0, Xxxxxxxxx I is modified to change the Annual and Monthly Fees
for the aforementioned Agreements, as follows:
-------------------------------------------------------------------------------
Contract Annual Fee Monthly Fee
Number
-------------------------------------------------------------------------------
LMA194D [***] [***]
-------------------------------------------------------------------------------
LMA209D [***] [***]
-------------------------------------------------------------------------------
LMA195D [***] [***]
-------------------------------------------------------------------------------
LMA196D [***] [***]
-------------------------------------------------------------------------------
LMA197D [***] [***]
-------------------------------------------------------------------------------
All other terms and conditions to remain unchanged.
Accepted:
XXXXXXX XXXXXXXX XXXXXXXX, INC. AT&T CORP.
/s/ Xxxxx X. Xxxxxxxxxx /s/ Xxxxxxxxxx Xxxx
By: _________________________ By: ___________________________
(Signature) (Signature)
Xxxxx X. Xxxxxxxxxx Xxxxxxxxxx Xxxx
Chief Financial Officer Procurement Specialist
_______________________________ _____________________________________
(Name & Title Typed or Printed) (Name & Title Typed or Printed)
5/12/99 5/12/99
_______________________________ _____________________________________
(Date) (Date)
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.
