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Exhibit 6.3
Media Relations Cooperation Agreement
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MERGER
COMMUNICATIONS
Media Relations Cooperation Agreement
1. Parties involved and the Purpose of Cooperation
This Media Release Corporation Agreement (the "Agreement") is by, and between
Merger Communications, Inc. - ("Merger") and XxxxxxXxxxxxx.xxx Corp. (the
"Company").
The object of the Agreement is to increase the visibility and awareness of the
Company, its technology and its products and services by obtaining publicity for
the Company, only as approved by the Company.
2. Duties
Merger's sole duty is to take care of the Company's media relations activities
according to this agreement.
2.1 Press Release
Merger will produce as many press releases as necessary and appropriate. The
preparation of these press releases will take place using material and
information provided by the Company and may include additional information that
Merger finds through its research. Press releases must be approved by the
Company in accordance with Section 3 hereof before being delivered to the media
by Merger.
Merger may print the press releases or other printed materials on the Company's
letterhead and use the Company's envelopes for these operations, Merger may also
imprint the press releases or other written materials with the Company's logo
for electronic distribution. When appropriate, Merger will mail the press
releases via First Class mail to the media.
Merger shall be responsible for distributing to two (2) press releases and/or
article ideas per calendar month via a national newswire service. Expenses for
distributing additional (more than two) press releases/article ideas via
newswire service shall be billed to the Company as described in Section 8
hereof. Expenses for distributing press releases via fax and mail shall be
included in this Agreement, except where designed otherwise in this Agreement.
Merger is responsible for all expenses related to the printing of press
releases.
2.2 Article ideas
Merger will attempt to arrange for as many journalists in the appropriate media
to cover the Company and all related issues and stories in a matter that
enhances the Company's image, awareness and perceived value. Merger will contact
freelance journalists and journalists at key media through phone conversations
and via fax and email to introduce article ideas representing the Company and
its products, services and technologies. Other article ideas that will promote
the Company or its products, services and technology in the context of a related
story will also be offered to the journalists in the same manner. Article ideas
and other material must always be approved by the Company in accordance with
Section 3 before being delivered to the media. All expenses related to the
marketing and distribution of article ideas shall be included in this agreement
as described in Section 8 hereof, except where designated otherwise in this
Agreement.
2.3 Video Production
Merger will attempt to arrange for as many journalists in the electronic media
(television, radio and Internet) to cover the Company and all related issues,
events and stories in a manner that enhances the Company's image, awareness and
perceived value. In order to achieve the best possible results, Merger may need
to produce raw video footage and edit that footage for distribution to the
media. If necessary, and pre-approved by the Company, Merger shall produce or
arrange for the production of this video, and then market and distribute the
video. The expenses related to these services shall be included in this
Agreement as described in Section 8 hereof, except where designated otherwise in
this Agreement.
2.4 Clipping Service and Reporting
Merger will arrange for press clipping service for the Company of all
correspondence articles involving the Company, as desired for by the Company.
Merger will furnish the Company wih copies of all Company related articles
published during the Agreement. The expenses related to these services shall be
included in this agreement as described in Section 8 hereof, except where
designated otherwise in this Agreement.
3. Approval by the Company
Each final draft of any document to be delivered to the media must be signed by
a designee of the Company, confirming that the release or article idea has been
carefully read and reviewed and that the statements set forth in the attached
document are complete and accurate in all material respects. This signed
approval must be received by Merger prior to the release of the document. Merger
will assume responsibility for getting appropriate approval from other companies
mentioned in the Companies press release and article ideas.
4. Liability
Mergers activities are strictly Media / Public Relations-related. Because
Merger's activities are directed by and pre-approved by the Company, and are
based on the information it receives from the Company, Merger assumes no
liability or responsibility related to said activities, or any consequences
related to said activities, or their use or misuse.
5. Anti-Recruiting
Neither the Company nor Merger shall recruit any of the other party's employees
or other affiliated personnel during or for six (6) months after the termination
of this Agreement.
6. Handling the Agreement Contract to a Third Party
This Agreement cannot be released to a third party without written approval of
the non-releasing party. This Agreement will be written in two identical copies,
one for both parties involved.
7. The Validity of the Agreement
This effective date of this Agreement id 3/30/99 and it will continue in full
force and effect until terminated by Merger or the Company through the means
outlined in this Agreement. This Agreement can be terminated by either party
after 6/30/99 by the means set forth in Section 8 of this Agreement.
8. Financial Information
For the above media relations services, Merger will be compensated by the
Company in the amount of three thousand dollars ($3,000) for each months this
Agreement is valid. The above prices do not include taxes.
If this Agreement is canceled and a partial month's payment is due to Merger,
that period's cash payment shall be prorated according to the number of days in
that pay period and the Company shall make payment of that adjusted amount to
Merger immediately.
Payment for the first month's invoice ($3,000) is due to Merger upon the signing
of this Agreement. All subsequent invoices shall be paid to Merger within
fourteen (14) days of their receipt by the Company.
Payment for all pro-approved out of pocket expenses, such as but not limited to,
expenses related to video production, duplication or monitoring services
(section 2-3), necessary travel or additional press release/article idea
distribution via newswire services (section 2.1), shall be invoiced to the
Company immediately upon occurrence. All out of pocket expenses over to hundred
dollars ($200,00) shall he pre-approved by the Company prior to being undertaken
by Merger.
This Agreement shall be reviewed by Merger and the Company on a quarterly basis
(on or about the first (1st day of July, October, January and April) for as long
as this Agreement is valid. If either party decides during the quarterly reviews
changes are necessary, both parties shall either agree to make changes or cancel
this Agreement immediately.
9. Miscellaneous
9.1 Notes
All reports, communications, requests, demands or notices required by or
permitted under this Agreement shall be in writing and shall be deemed to be
duly given on the date same is sent and acknowledged via hand delivery,
facsimile reputable overnight delivery service (with a copy simultaneously sent
by registered mail), or, if maps five (5) days after mailing by certified or
registered mail, return receipt requested , to the party concerned at the
following address:
Merger Communications, Inc.
0000 Xx. Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Tel.- (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxx Xxxxx
Xxxxxxxxxxxxx.xxx Corp
000 Xxxxxx Xxxxxx, Xxxxx 00X
Xxx Xxxx. XX 00000
Tel- (000) 000-0000
Fax: (000) 000-0000
Attn; Xxxxx Xxxxxxxx
Any party may change the address to which such notices and communications shall
be sent by written notice to the other Parties, provided that any notice of
change of address shall be effective only upon receipt,
9.2 Integration
This Agreement sets forth the entire Agreement and understanding between the
parties, or to the subject matter hereof and superseded and merges all prior
discussion, arrangements and agreements between them.
9-3 Amendments
This Agreement may not be amended or modified except by written instrument
signed by each of the parties hereto.
9.4 Interpretation
This Agreement shall be construed by and interpreted in accordance with the laws
of the State of Texas, without regard to principles of conflict of law. The
headings given to the paragraphs of this Agreement are for the convenience of
the parties only and are not to be used in any interpretation of this Agreement.
9.5 Jurisdiction,
The parties hereby (I) agree that the State and federal courts sitting in the
State of Texas, County of Xxxxxx shall have exclusive jurisdiction in any action
arising ou of or connected in any way with this Agreement; (ii) each consent to
personal jurisdiction of and vune in any such matter; and (iii) further agree
that the service of process or of any other papers with respect to such
proceedings upon them by mail in accordance with the provisions set out in
Article 9.1 hereof shall be deemed to have been duly given to and received by
them five (5) days after the date of certified mailing and shall constitute
good, paper and effective service.
9.6 Severability
In the event that any one or more provisions of this Agreement shall be held
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
9.7 Waiver
No failure or delay on the part of either party in exercising any power or right
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof of the exercise of any other power or right. No waiver by
either party of any provision of this Agreement, or of any breach of default,
shall be effective unless in writing and signed by the party whom such waiver is
to be enforced. All rights and remedies provided for herein shall be cumulative
and in addition to any other rights or remedies such parties may have at law or
in equity.
9.8 Counterparts.
This Agreement may be executed in one or more counterparts, all of which taken
together shall be deemed an original.
