Penske Newsletter Contract January, 1997
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Penske Auto Center, located at 3270 West Big Beaver Road, Suite 130, Troy,
Michigan 48084, agrees to purchase and Data National Corporation with offices
located at 11415 West I-70 Frontage Road North, Wheat Ridge, Colorado 80033
(hereinafter called "DNC") agrees to provide Marketing Services (hereinafter
called "Services") as may be required by Penske Auto Center during the period
of this Agreement and under the terms and conditions set forth herein.
1. Term: The term of this Agreement shall be from January 1, 1997 through
December 31, 1997. This Agreement will automatically renew for periods of
one (1) year unless 60 days written notice of changes or cancellation is
given by either party.
2. Services: DNC shall provide Penske Auto Center with the following
Services:
a. Newsletter Mailing
database management
layout and design of newsletter
print management
addressing, sorting, bundling, and delivery to USPS
quality control
storage and inventory of mailing materials
project management
3. Pricing of Services: DNC shall provide the Services as outlined in
paragraph 2a and as discussed in negotiations between DNC and Penske Auto
Center. Pricing includes the Services as detailed below.
Newsletter Program
Mailed Newsletter
First Class $ piece
Standard Class $ /piece
Shipped Newsletter $ /piece
4. Responsibilities: Under the terms and conditions of this Agreement, the
parties have the following responsibilities:
Penske Auto Center will:
a) Provide written copy, preferably in electronic media, by the dates
specified by DNC
b) Meet with DNC to coordinate newsletter mailings on an ongoing basis
c) Provide creative approval of the newsletter in a timely manner
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Data National Corporation will:
a) Complete all Services as set forth in this Agreement
b) Meet with key individuals at Penske Auto Center to assure the
satisfactory progress of the programs
c) Maintain a current inventory of materials and provide Penske Auto Center
with inventory updates on a frequent basis and/or as requested
d) Maintain complete confidentiality of all database information provided
DNC by Penske Auto Center
Payment Terms and Conditions: DNC will invoice Penske Auto Center directly
for all Services provided under the terms and conditions of this Agreement.
Upon request, DNC will provide verifications of all completed mailings.
Terms of payment are net thirty (30) days from the date of invoice.
5. Price Protection: Pricing will be firm through the term of the contract
as stated in paragraph 1, with the exception that DNC will be entitled to
increase the pricing in the event that changes initiated by Penske Auto
Center, or postal costs increase at any time during the term of this
Agreement.
6. Conflict of Interest: Each party, in performing its obligations under
this Agreement, shall establish and maintain appropriate business standards,
procedures and controls including those necessary to avoid any real or
apparent impropriety or adverse impact on the interest of the other party.
Each party shall review with reasonable frequency during the term of the
Agreement, such business standards and procedures including, without
limitation, those related to the activities of its employees and agents in
their relations with other party's employees, agents and representatives, and
other third parties.
7. Governing Law: The validity and interpretation of this Agreement and the
legal obligation of the parties to it shall be governed by the laws of the
State of Colorado, unless otherwise agreed in writing by representatives of
Penske Auto Center and DNC at the time of the order.
8. Notices: All notices pertaining to this Agreement shall be in writing,
addressed to the party for whom intended at the address set forth below or at
such other address as may be furnished by such party in writing and shall be
deemed given on the date of mailing.
The address of Penske Auto Center is: The address of DNC is:
Penske Auto Center Data National Corporation
Attn: Roger S. Penske, Jr. Attn: Don Warriner
3270 W Big Beaver Rd, Suite 130 11415 West I-70 Frontage Rd North
Troy, MI 48084 Wheat Ridge, CO 80033
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9. Indemnity: DNC agrees to indemnify and hold harmless Penske Auto Center,
its officers, employees and agents with respect to any damages, claims or
losses arising out of DNC's nonperformance or misperformance of its
obligations under this Agreement.
Penske Auto Center agrees to indemnify and hold harmless DNC, its officers,
employees and agents with respect to any damages, claims or losses arising
out of Penske Auto Centers' nonperformance or misperformance of its
obligations under this Agreement. Penske Auto Center also agrees to
indemnify DNC against any and all losses regarding any dispute over the
ownership of information contained in the database between Penske Auto Center
and its employees/contractors.
10. Confidentiality: DNC shall hold all customer and client information
obtained from Penske Auto Center, its officers, employees or agents in strict
confidence. DNC acknowledges that all such information is confidential and
proprietary to Penske Auto Center. DNC agrees not to divulge this information
without prior written permission of Penske Auto Center. Information obtained
in the performance of this Agreement is to be used only in connection with
providing Services under this Agreement. DNC, however, shall be permitted to
disclose said information to its employees and vendors as necessary to provide
the Services described herein, provided that DNC takes steps to ensure that
its employees and vendors keep said information confidential. This provision
shall survive any termination of this Agreement.
11. Separability: The invalidity or unenforceability of any of the terms,
covenants or conditions contained in this Agreement shall not render invalid
or unenforceable any of the other terms, covenants or conditions of this
contract.
If the foregoing is in accordance with your understanding of our Agreement,
please sign both copies in the space provided and return one copy to this
office.
Agreed and Accepted Agreed and Accepted
Penske Auto Center Data National Corporation
By:___________________________ By:___________________________
Title:__________________________ Title:________________________
Date:__________________________ Date:_________________________
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