EXHIBIT 10.36
Agreement
2000 Compensation
This Agreement made as of the 5th day of January, 2000, between General Motors
Corporation, Oldsmobile Division, (herein after referred to as "Oldsmobile") and
Bronnercom, LLC. (hereinafter referred to as "Bronnercom").
FOR AND IN CONSIDERATION of the mutual covenants contained in this
Agreement, Oldsmobile and Bronnercom (herein after referred to as the "parties")
agree as follows:
1. This Agreement sets forth the compensation which will be paid by
Oldsmobile to Bronnercom for January 1, 2000 through December 31, 2000; it
is the intent of the parties that this Agreement be attached to and become
part of a Marketing & Advertising Services Agreement between General
Motors Corporation and Bronnercom.
2. Oldsmobile will pay Bronnercom a fee for services rendered based on actual
hours worked for the agreed upon Core and Brand Support and Promotions
services described in the statement of work (attached hereto as Exhibit
A). Bronnercom's compensation for such services during the period of
January 1, 2000 through December 31, 2000 is estimated at $4,743,026, and
will be billed by Bronnercom in 12 monthly installments of $395,252.16 on
or about the first of each month for that month.
3. All other expenditures (i.e., database vendors, telemarketing vendors,
media, production and travel) in connection with the Core and Brand
Support Promotions services will be billed separately. Oldsmobile will be
billed for such expenditures at net cost on a monthly basis. All cash
discounts will be passed on to Oldsmobile. Bronnercom will ▇▇▇▇ Oldsmobile
for all sales and use taxes (if applicable) and other itemized taxes at
cost. A travel budget of $310,000 has also been established and cannot be
exceeded without prior client approval.
4. On a quarterly basis Bronnercom will reconcile actual costs against billed
fee and either issue a credit or invoice for work performed to date.
However, if there is a material change in the statement of services, the
annual fee may be adjusted if agreed to by the parties. If there is a need
to reduce services, Oldsmobile will provide Bronnercom with 90 days notice
prior to the reduction of services.
5. Bronnercom will obtain Oldsmobile's written approval of budgets for all
incremental work described in Exhibit A as well as work that is outside of
Exhibit A prior to undertaking such work, or making any commitments for
work or services. The approval of such work or services may be made in the
form of a letter ("Work Authorization") detailing the scope of services
and the budget for Bronnercom compensation, research, and reimbursable
expenses. Such Work Authorization shall be signed by Oldsmobile and
Bronnercom, indicating approval of the work to be performed and
corresponding budget.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the day
and year first above written.
General Motors Corporation -
Bronnercom, LLC Oldsmobile Division
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:
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Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Executive Vice President Title: Advertising & Sales Promotion Director
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