EXHIBIT 10.9
March 14, 2000
Mr. M. Xxxxx Xxxxxx
President and CEO
Pinnacle Financial Corporation
Maryland Farms
#6 Cadillac Dr., Xxxxx 000
Xxxxxxxxx, XX 00000
Dear Xxxxx:
Xxxxxxxx Public Relations is delighted to have the opportunity to provide public
relations counsel and support as you establish a new bank in Nashville. In this
Letter of Agreement, Xxxxxxxx describes the terms of our working relationship:
1) For professional services and out-of-pocket costs associated, Xxxxxxxx will
xxxx Pinnacle monthly on the 15th day of the month for professional work
performed and expenses incurred on Pinnacle's behalf during the previous
month.
a) Professional fees for the pre-opening period beginning March 1, 2000
and ending August 31, 2000, will be $48,000, which will be billed in
equal installments of $8,000 each month. A long-term relationship for
public relations services will be negotiated - finalized by August 1,
2000.
b) Xxxxxxxx will maintain records of time spent and activities performed
by staff and, upon request, will provide a detailed breakdown of this
information.
c) Xxxxxxxx will xxxx Pinnacle monthly for out-of-pocket expenses.
Xxxxxxxx will maintain accurate records of all out-of-pocket expenses
incurred on Pinnacle's behalf. These costs will be billed to Pinnacle
for reimbursement with no xxxx-up.
d) The monthly xxxx will include a 5% service fee on all professional
fees to cover on-line news and research services, media database
services, miscellaneous office expenses, local phone service and the
processing of billing and related documents on behalf of clients.
e) Xxxxxxxx will provide written estimates for projects or activities
outside the scope of the approved fees and plan. Xxxxxxxx will proceed
with such projects upon receiving written approval from Pinnacle for
the additional costs.
f) Payment for bills will be due within thirty (30) days of the date of
the statement. A 1-1/2% finance charge will be assessed on account
balances more than 30 days past due.
2) This agreement may be terminated sixty (60) days after either Pinnacle or
Xxxxxxxx provides written notification to the other party. During the
60-day period, Pinnacle will continue to be liable for fees of $8,000 per
month and any expenses incurred.
3) Any confidential information regarding Pinnacle and its operations will be
kept confidential by Xxxxxxxx and its staff.
4) After media materials have been issued by Xxxxxxxx to the news media or to
another third party, its use is no longer under Xxxxxxxx'x control.
Xxxxxxxx cannot assure the use of news material by any news organization.
Similarly, Xxxxxxxx cannot control the form or manner of use by the news
media or others of the material, including, but not limited to, the
accurate presentation of information supplied by us.
5) While it is understood that Xxxxxxxx will take all prudent care possible in
the development of media material to be issued, Xxxxxxxx cannot undertake
to verify facts supplied us by Pinnacle. Therefore, Pinnacle agrees to
indemnify and hold harmless Pinnacle, its employees, officers,
representatives and agents from and against all losses, claims, damages,
obligations, expenses or liabilities which Xxxxxxxx may incur based on
information, representations, reports or data Pinnacle furnishes to us.
This includes reasonable attorneys' fees to the extent that such material
is furnished, prepared, approved and/or used by Xxxxxxxx, and provided that
Pinnacle has given prior approval to the distribution of such information
by Xxxxxxxx.
6) Xxxxxxxx is guided by the Code of Professional Standards for the practice
of public relations as adopted by the Public Relations Society of America
(PRSA).
Xxxxxxxx is enthusiastic about this new relationship and confident of our
ability to deliver the results you seek. We look forward to working with you.
Sincerely,
Xxxxxxxx Public Relations
/s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx, Chairman
APPROVED ON BEHALF OF PINNACLE FINANCIAL CORPORATION:
By: /s/ M. Xxxxx Xxxxxx
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M. Xxxxx Xxxxxx
President and CEO
Date: 3-16-00
