Media Purchase & Consulting Agreement
Exhibit
4.3
XXXXXX MEDIA
LLC
infomercial marketing
Media Purchase & Consulting
Agreement
This
agreement is between Xxxxxx Media, LLC located at 00000 X. Xxxxx Xxxx,
Xxxxx X-000, Xxxxxxx, XX 00000 hereby referred to as "MM" and AmerElite
Solutions, located at 0000 X 00" Xxx, Xxxxx 000, Xxxxxxx, XX 00000 hereby
referred to as "Client". The nature of this agreement is to enter into a media
buyer/consultant-client relationship between MM and said Client for Client's
direct response marketing campaign.
In
consideration of the agreement set forth herein, the parties agree to the
following:
Consultation
Services:
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1.
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Client
agrees to pay MM a 810,000 Retainer Fee for Consulting Services creation
and launch of the Collesence national TV campaign. MM will provide
consultation that may include, but is not limited to product
marketability, price point testing, campaign cost-effectiveness, campaign
feasibility, script review, talent selection, show production, regulatory
compliance as well as selection and coordination with necessary
infrastructure vendors: inbound telemarketing, product fulfillment, credit
card processing, and customer
service.
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Media
Placement Services:
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1.
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Client
agrees to have MM exclusively buy 30-minute infomercial media for their
products on a variety of cable networks and broadcast stations for the
life of this Agreement.
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2.
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MM
will buy media based on availability and shall purchase schedules on a
weekly, monthly and/or quarterly basis. If schedule calls for a
non-cancellation clause, Client must comply with such clause, Client must
give standard two weeks cancellation to MM on all stations and
networks.
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3.
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MM
will create schedules for Client. Schedules will be done in two phases:
test and, if successful,
rollout. During the rollout phase, nm
will review and schedule allocations on all available
networks and stations, including those requiring AOR. Client will approve
of all media and
budgets.
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4.
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MM
will review and analyze media on a daily basis and prepare media reports
for Client based on weekly results.
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1
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5.
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Payments: Client
will pay MM for its media placement services at the standard
commissionable agency rate of
15% for Test Phase and 7.5% for rollout. Commission will be deducted from
the gross rate quoted by station. All media requires a two (2) week in
advance payment. Therefore, MM must receive the funds two (2) weeks prior
to scheduled start date. Consulting Fee of $10K is refundable at
rollout with media spending of $100K or more per
week.
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6.
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Collections:
reasonable collection costs will be incurred by Client on
default.
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7.
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Cancellations:
Client must notify MM if it wishes to cancel any particular program
scheduled by MM. Such notice must be received by MM no later than two full
work weeks prior to the date upon which such Program was originally
scheduled to air. If such notice is not received in a timely manner, then
MM will not be responsible for its failure to cancel airing of such
Program. but Client will still be responsible for payments to MM of all
moneys owed to it for media purchases made on Client's
behalf.
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8.
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Term and Termination:
this agreement shall be effective as of the date of execution
hereof and shall remain in effect for a period of one year, unless sooner
terminated. At any time during the term hereof, either MM or Client shall
have the right to terminate this Agreement for any reason, without
penalty. In the event of such termination, neither party will have any
further responsibility to the other part, except that client will be
responsible for payment to MM of all moneys owed to it for media purchases
made on Client's behalf.
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We look
forward to working with you and building a strong relationship in the promotion
of your products.
| AmerElite Solutions | ||||
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/s/ Xxx
Xxxxx
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Date |
12/6/05
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Xxx Xxxxx,
President
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