CREATIVE DEVELOPMENT AGREEMENT
THIS AGREEMENT is made this 7th day of March, 1997, between ARROW
MARKETING INC., a Florida corporation, (hereinafter "Arrow") and XXXXXXXXX
BREWING COMPANY, (hereinafter "the client").
RECITALS
1. The Client wishes to retain ARROW MARKETING INC. to provide certain
creative services for integration in the Lead Generation/Corporate Relations
campaign for the client to be run by CRG.
2. Arrow Marketing is willing to provide such creative services as are
more fully described below.
NOW THEREFORE, in consideration of the mutual promises contained
herein, it is agreed as follows:
DUE DILIGENCE PACKAGE
1. That Arrow Marketing will write, design, supervise production and
print 1,000 packages of creative materials for use by CRG to use in a campaign
for the client company. This package shall include:
(a) 12 page color brochure.
(b) Logo folder. (1,000 extra to be printed and delivered to the
client within 30 days.)
(c) Mailing envelope.
(d) Four (4) inserts:
Chairman's or President's letter
3 Financial charts
Management bio
Reply form keyed to CRG
(e) Market management report
12 page analyst type report on your company
(f) Road show blow-ups.
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2. The client, in turn, shall pay Arrow Marketing, Inc. the sum of
Seventy-Five Thousand and 00/100 Dollars, U.S. ($75,000.00) for the total
package described above.
3. The client understands and agrees that the project price of
$75,000.00, to be paid to Arrow Marketing prior to inception of the project,
does not include photography, shipping, D.H.L. and any travel and accommodations
to perform needed services. If the client has professional photography and art
work already done, Arrow will integrate that photography and art work into the
campaign to lower the client's photography costs. The client further understands
and agrees that if photography is needed, the client will be quoted and billed
directly for this. No such work shall be done and no bills therefore shall be
paid by the client unless the work and fees have been approved in advance by the
client.
4. The client agrees to grant access to Arrow Marketing personnel to
corporate and promotional materials and management interviews and to fully
cooperate in the due diligence process.
5. The client covenants and warrants that any information submitted for
dissemination will be truthful, accurate, in compliance with all copyright laws
and all other applicable laws and regulations and will not be submitted in
connection with any improper or illegal act or deed.
6. The client understands and agrees that the fee for the above listed
services are $75,000.00, U.S. for a six (6) month period, the fee to be paid in
advance.
7. The client further understands that it will be billed at cost for
telephone, Federal Express, postage and all campaign related expenses.
8. The client will be charged and billed an additional $5,000.00
retainer against which actual wire costs to the news services will be billed.
9. The parties understand and agree that Arrow Marketing shall prepare
proofs and/or tapes of the agreed upon materials and information, except for
dissemination, for the clients review and approval.
(a) Arrow shall make all corrections and changes that the client
may request.
(b) All approvals, corrections and change of proofs by the client
shall be signed by a duly authorized representative of the
client.
10. The client assumes and claims all responsibility and liability of
the content of all information disseminated on behalf of the Client which has
been approved by the client. The client shall indemnify and hold Arrow harmless
from and against all demands, claims or liability
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arising for any reason due to the context of information disseminated on behalf
of the client. This indemnity shall include any costs incurred by Arrow
including, but not limited to, legal fees and expenses incurred both in
administrative proceedings, at trial and appellate levels, in settlement of
claims an payment of any judgment against Arrow.
11. This writing contains the entire agreement of the parties. No
representations were made or relied upon by either party, other than those
expressly set forth herein.
12. This Agreement's validity, interpretation and performance shall be
controlled by and construed under the laws of the State of Florida. The proper
venue and jurisdiction shall be the Circuit Court in Orange County, Florida.
13. In the event of the institution of any legal proceeding or
litigation at the trial level or appellate level, with regard to this agreement,
the prevailing party shall be entitled to receive from the non-prevailing party
all costs, reasonable attorneys fees and expenses.
14. Notices. All notices or other documents under this Agreement shall
be in writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or company as follows:
COMPANY: ARROW MARKETING, INC.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxx, President
CLIENT: FREDERICK BREWING COMPANY
0000 Xxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, Chairman/CEO
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
ARROW MARKETING, INC.
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx, President
XXXXXXXXX BREWING COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx, Chairman/CEO
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