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EXHIBIT 10.36
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE OMISSIONS.
COMPELLING CONTENT
This Memorandum of Engagement is made on June 7, 1999 between ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
("Client"), whose offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇ and Compelling Content (Agency) whose offices are located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
1. SERVICES TO BE PERFORMED. The Agency, acting as agent for
▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, will provide account services, strategic
development, online and offline creative development including banner,
email, broadcast and print advertising campaigns.
2. PAYMENT. In consideration of the Agency's performance of these
services, the Client agrees to pay the Agency a retainer of $[*****]
per month, plus production charges which will be estimated and billed
separately.
3. EXPENSES. Client agrees to pay all of the Agency's expenses in
connection with this Engagement, including travel, equipment, and any
other third party expense relating to the Engagement. All such expenses
must be pre-authorized by client, before they can be incurred by
Agency.
4. STARTUP COSTS. It is understood that during the first several months of
this Engagement, the Agency will perform many of the functions that
will eventually be handled by the Client's Marketing, Art and Technical
Departments. It is anticipated that these services will exceed the
workload for which the retainer has been established, and the Agency
will invoice the Client for the added services on a monthly basis,
providing detailed support and backup.
5. INVOICES. The Agency will submit an invoice for the retainer of
$[*****] on the first of each month for payment within 15 days.
Invoices for expenses, production and other costs will be billed in a
timely fashion.
6. TERMINATION. This agreement can be terminated by either party by
providing the other with a 60 (sixty) day written notice.
Agreed to and accepted by:
[SIG] [SIG]
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Compelling Content ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
6/7/99 6/21/99
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