EXHIBIT 10.6
INTERACTIVE SERVICES AGREEMENT
Date: as of September 27, 1999
CTN CONTRACTOR
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College Television Network THINK new ideas, Atlanta
5784 Lake Forest Dr NW 1450 West Peachtree Street
Suite 275 Atlanta, Georgia 30309
Atlanta, Georgia 30328 Contact: Tillman Douglas
Contact: Daniel Davenport Ph: 404/817-7757
Ph: 404/256-4444 Fax: 404/817-7738
Fax: 404/257-9517
(Tax ID # 95-4578104)
This Interactive Services Agreement (this "Agreement") is made as of
the date specified above between College Television Network ("CTN") and THINK
new ideas, Atlanta ("Contractor"), in connection with Contractor's performance
for CTN, its member companies and affiliates of services more specifically
described below and subject to the following terms and conditions:
1. Services
a. Project Order Forms. Contractor agrees to provide to CTN, as an
independent contractor, certain design and project management services
relating to the CTN Website on the World Wide Web (the "Sites") and
other services as may be agreed upon by the parties from time to time
(the "Services"). The Services shall be performed as individual
projects (a "Project") as agreed upon by Contractor and CTN or a CTN
member Company. Services to be provided by Contractor in connection
with each Project, the compensation therefor, the Project schedule, and
any terms or conditions relating to the Project additional to or
inconsistent with terms contained in this Agreement shall be set forth
separately in a Project Order Form (a "POF") in substantially the form
as set forth in Exhibit A attached hereto, which is incorporated herein
by reference. Unless otherwise noted in the applicable POF, all
Services shall be rendered according to the terms and conditions set
forth in this Agreement. A POF shall not be effective unless signed by
authorized representatives of Contractor and of CTN or a CTN member
Company engaging Contractor's Services for that Project. Except as set
forth in this Agreement and a fully executed POF, no agreement,
representation, warranty or other communication by either party,
whether oral or written, shall be binding or effective.
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b. Editorial and Creative Control. CTN shall retain editorial and
creative control over the design and all content of the Sites and all
materials and/or information delivered by Contractor for display on the
Sites or for any other purpose. Contractor agrees to perform, and to
cause its employees and agents to perform all Services in consultation
and coordination with CTN, to CTN's satisfaction, in accordance with
the schedule set forth in the applicable POF for each Project. All
content, design, coding and other elements of each Project shall be
subject to CTN's prior approval, and CTN reserves the right to approve
or reject, in CTN's sole discretion, any such element at any stage of a
Project, in accordance with the terms set forth herein. Without
limiting the foregoing, CTN reserves the right to alter or modify the
scope of the services required by a POF by issuing a written change
order; Such change order shall only be effective upon the agreement of
the parties in a written amendment to the applicable POF.
c. Equipment, Supplies, Third Party Technology and Content. Contractor
shall be responsible for securing, at Contractor's sole expense, unless
otherwise expressly provided in the applicable POF: (i) any and all
equipment and supplies necessary to provide the Services; (ii) any and
all rights, licenses or other permissions necessary to allow Contractor
and/or CTN to use and/or incorporate in a Site or other deliverable,
any software or other technology owned or otherwise controlled by any
third party ("Third Party Technology"); and (iii) any and all rights,
licenses or other permissions necessary to allow Contractor and/or CTN
to use and/or incorporate in a Site or other deliverable any and all
graphics, photographs, animation, text or other content owned or
otherwise controlled by any third party ("Third Party Content"). To the
extent that Contractor determines that it is advisable and/or necessary
to use Third Party Technology or Third Party Content in or in
connection with a Site or other deliverable, Contractor shall clearly
identify in the applicable POF any licensed elements of such technology
and/or content, the licensor thereof, and any restrictions or
limitations associated with the license and/or on any further use or
exploitation of any of the Sites and/or the deliverable by CTN.
d. Ownership; Results and Proceeds. Contractor shall retain ownership
of all rights, including any patent, copyright, trademark, trade secret
or any other intellectual property right associated with the computer
programming/formatting code or operating instructions previously
developed by Contractor and used in the course of Contractor's
performance of Services hereunder, incorporated into the Sites, or used
to operate the Sites or a Web Server in connection with the Sites (such
as, for example, HTML, Perl, C, C++, Java, Java Script, UNIX Shell,
Visual Basic Script, and VRML code)("Contractor Technology").
Notwithstanding the foregoing, Contractor agrees that the deliverables
required hereunder, including without limitation, digitized versions of
any and all materials provided to Contractor by CTN for incorporation
into the Sites, software, technology protocols, and any other
copyrightable materials designed, developed and/or created heretofore
or hereafter by Contractor for use in or in connection with a Project
(collectively, "Contractor Works"), shall be deemed written, specially
ordered and commissioned at the request of CTN and shall be considered
"works made for hire" under the United States Copyright Act of 1976, as
amended (the "Act"). Contractor further agrees that all such Contractor
Works, all elements contained therein (other than Contractor
Technology), and any and all documentation and related materials
associated therewith, including without limitation, all derivative
products, are owned by CTN and all right,
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title and interest therein and thereto (including without limitation
the trademark, copyright, and other intellectual property interests)
throughout the universe in perpetuity belong solely and exclusively to
CTN, unless specified differently in the corresponding POF.
Accordingly, but without limiting the generality of the foregoing, CTN
may, in its sole discretion, modify, edit, add to, delete from,
distribute, license, duplicate, use, and otherwise exploit the
Contractor Works in any manner and by any means, media, method, device,
process or medium now known or hereafter developed. Contractor further
agrees that to the extent that any such Contractor Works, or any
portion thereof, is not determined to be a "work made for hire,"
Contractor, in consideration of one dollar and other good and valuable
consideration paid by CTN hereby, exclusively and irrevocably assigns
to CTN, throughout the universe in perpetuity, all rights (including
but not limited to all intellectual property rights, trademarks,
copyrights, patents and renewals and extensions thereof) in and to any
and all such Contractor Works. Without limiting the generality of the
foregoing, Contractor will, upon request by CTN, promptly execute,
acknowledge and deliver any documentation deemed reasonably necessary
by CTN to document, enforce, protect and otherwise perfect CTN's rights
in the Contractor Works. Notwithstanding Contractor's ownership of all
rights, title and interest in and to the Contractor Technology,
Contractor agrees that under no circumstances will it use the
Contractor Technology to create any separate products, services or
other works which infringe or violate in any respect the ownership
interest of CTN in the Contractor Works. Contractor hereby irrevocably
assigns all right, title and interest it may have in the Contractor
Works (but specifically excluding the underlying and/or referenced
Contractor Technology) to CTN. Contractor hereby grants CTN in
perpetuity a nonexclusive, non-transferable license throughout the
universe to copy, distribute, transmit, display, perform, create
derivative works, and otherwise use the Contractor Technology in object
code form, in whole or in part, including, without limitation, the
right to add to, subtract from, arrange, rearrange, revise, modify,
change and adapt the Contractor Technology and any part or element
thereof.
e. Moral Rights. Without limiting the generality of the foregoing,
Contractor specifically waives, forfeits, relinquishes and abandons all
claims of "moral rights," "droit moral," attribution and/or integrity
as to any and all Contractor Works and conveys the same to CTN without
reservation or limitation. For purposes of this Agreement, "moral
rights" means any rights of paternity or integrity, any right to claim
authorship of the Contractor Works, to object to any distortion,
mutilation or other modification of, or other derogatory action in
relation to, any Contractor Work, whether or not such would be
prejudicial to Contractor's honor or reputation, and any similar rights
existing under judicial or statutory law or any country in the world,
or under any treaty, regardless whether or not such right is
denominated or generally referred to as a "moral" right.
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2. Compensation. In full and final consideration for performance of all
Services and all rights granted hereunder, CTN agrees to pay Contractor
for each Project the fee specified in the applicable POF according to
the terms of the POF. Contractor shall provide all equipment and
supplies necessary for performance of the Services and shall be solely
responsible for any and all costs and expenses incurred by Contractor
in the performance of the Services, and shall not be entitled to
reimbursement therefor from CTN unless and to the extent the cost
and/or expense is approved in writing in advance by CTN, or in the
applicable POF.
3. Delivery and Acceptance. All Contractor Works to be created and/or
delivered by Contractor hereunder shall be subject to CTN's absolute
approval. For each Project, Contractor will develop and submit all
deliverables to CTN for approval in the manner and on the dates
indicated in the POF for that Project. Delivery of any Site or
component thereof in final form must be received by CTN at least five
(5) business days before the launch date of that Site or component as
specified in the applicable POF. Upon receipt of any deliverable, CTN
shall examine the deliverable and determine whether, in CTN's sole
discretion, it is acceptable. CTN shall notify Contractor of CTN's
acceptance or rejection of the deliverable and, in the case of
rejection, will provide Contractor with a reasonably detailed list of
deficiencies therein. Contractor shall correct any such deficiencies
and will resubmit the deliverable, as corrected, within three (3)
business days of its receipt of notice of the deficiency, or within
such other time as may be specified in the applicable POF.
4. Relationship. Contractor's relationship to CTN shall be that of an
independent contractor. Nothing herein shall create any association,
partnership, or joint venture relationship between Contractor and CTN.
5. No Obligation to Proceed. Notwithstanding any other provisions in this
Agreement, CTN shall have no obligation to utilize Contractor's
Services or to include any Contractor Works in any of the Sites, or to
produce, release, distribute or otherwise exploit any of the Sites, or
to exercise any or all of CTN's rights under this Agreement, or to
continue any of the foregoing if commenced. Accordingly, but without
limiting the generality of the foregoing or any other rights available
to CTN, CTN may terminate this Agreement or any Project hereunder at
any time for any reason by notifying Contractor, and CTN's obligations
hereunder shall be fully performed by payment for work actually
performed as of the date of such termination. Upon any such
termination, Contractor shall immediately deliver to CTN all works in
progress, and all materials created by Contractor, provided to
Contractor by CTN or otherwise utilized by Contractor in connection
therewith. Contractor may terminate this Agreement for material breach
of this Agreement by CTN by providing written notice of CTN's alleged
material breach to CTN. Upon receipt of such written notice, CTN shall
have 10 business days to cure any alleged breach that involves
non-payment of any sums due under this Agreement; or 30 business days
for any other type of alleged material breach of the terms of this
Agreement (provided such alleged breach can be cured within 30 business
days, otherwise provided CTN begins a cure of the alleged default and
diligently pursues such cure to completion). Upon termination,
Contractor shall immediately deliver to CTN all works in progress, all
materials created by Contractor for CTN, all materials provided by CTN
and derivates of the foregoing.
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Contractor will be paid for services up to the point of termination and
be reimbursed any additional costs incurred due to termination of work.
6. Warranty. Contractor represents and warrants that (i) the Contractor
Works shall be original with Contractor except as to matters within the
public domain which are clearly identified by Contractor as such; (ii)
the Contract Works shall conform to any and all plans, writings,
documents (in whatever form) and specifications contained in the
Request for Proposal, Response to Request for Proposal, Project Plan
and Cost Estimate and Project Order Form; (iii) Contractor has taken
all steps necessary and appropriate to authorize the execution and
performance hereof; (iv) neither the Contractor Works nor their use
shall infringe upon or violate the intellectual property rights,
including without limitation any patent, copyright, trademark, trade
secret or other proprietary right of, or violate any common law or
other right of, any person, firm or entity, and contractor has secured
all third party rights, licenses or other permissions necessary to
allow Contractor and CTN to use and/or incorporate such third party's
technology, graphics, consent or other materials in the Sites; (v)
Contractor has not previously granted and will not grant any rights in
the Contractor Works to any third party which are inconsistent with the
rights granted and/or assigned to CTN herein; (vi) Contractor has full
power to enter into this Agreement, to carry out its obligations
hereunder and to grant/assign the rights herein granted/assigned to CTN
and the person executing this Agreement on behalf of Contractor is
authorized to do so on behalf of Contractor; (vii) the Services
provided hereunder shall be performed in a good and workmanlike manner,
free of errors or defects in design, material and workmanship; and
(viii) upon completion of the development of any and all Contractor
Works hereunder, CTN shall have unencumbered title to such Contractor
Works free and clear of all defects, liens and imperfections; and (ix)
Contractor will not take any action or fail to take any action which
would interfere with the release of any and all Contractor Works; (x)
the Contractor Works shall be "Year 2000 Compliant" as follows: the
coding, software, hardware, firmware, middleware, embedded chips and
other technology components of the Contractor Works will, without
interruption or manual intervention, (1) perform all functions required
by this Agreement through 1999 and following December 31, 1999 with no
diminution or change in performance, functionality, accuracy or
otherwise; (2) provide correct results in forward and backward data
calculation spanning century boundaries, and otherwise correctly
process, provide and/or receive date data within and between the
twentieth and twenty-first centuries; (3) accept date data from other
systems and sources (whether in two digit or four digit format) and
properly recognize, calculate, sort, store, output, sequence and
otherwise process such data in a manner that eliminates any century
ambiguity; (4) recognize February 29, 2000 and correctly process date
data for the year 2000 and all subsequent leap years; (xi) as soon as
practicable after execution of this Agreement Contractor will obtain
appropriate and enforceable agreements with its employees and
independent contractors in order to effectuate the provisions contained
in Section 12; and (xii) Contractor shall not, during the term of this
Agreement and continuing for a period of twelve months after the
termination of services by Contractor, employ directly or indirectly
any CTN employee or employee of CTN's member Companies who has worked
directly with an employee or agent of Contractor in connection with
this Agreement.. The foregoing shall not apply to elements or materials
provided to Contractor by or on behalf of CTN for use in creating the
Contractor Works.
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7. Indemnification. Contractor shall indemnify, defend (at CTN's election)
and hold CTN, its member and affiliated companies, its and their
licensees, successors and assigns, and each of its and their officers,
directors, agents and employees harmless from all liabilities or losses,
including, without limitation, reasonable attorneys' fees, arising out
of any claims, lawsuits or judgments, whether threatened or actual,
fixed or contingent, known or unknown, arising out of the breach by
Contractor of any representation, warranty or covenant of Contractor
under this Agreement. Contractor shall promptly inform CTN in writing of
any such claim, demand or suit and Contractor shall fully cooperate in
the defense thereof.
8. Limited Liability. In no event will either party be liable to the other
or to any third party for loss of profits, lost business opportunity,
loss of data, interruption of business, or for any special, indirect
consequential, exemplary or incidental damages, arising out of or
related to this Agreement, however caused, and whether arising under
contract, tort (including negligence) or any other theory of liability
The limits set forth in this section will apply even if a party or
third party has been advised of the possibility of such damages. The
limitations of the foregoing shall not apply to the following:
(a) liabilities arising from gross negligence or intentional misconduct
of a party;
(b) a breach of Contractor's obligations under Sections 6 (other than
paragraph (x) of Section 6) and Section 7 of this Agreement;
(c) a breach by either party of its obligations under Section 12.
9. Insurance Requirements. During the term of this Agreement and
continuing thereafter, Contractor shall obtain and maintain in force at its sole
expense all necessary and adequate insurance with respect to the Services,
including, general liability insurance having a minimum policy limit of One
Million Dollars ($1,000,000), an errors and omissions policy having a minimum
policy limit of liability of Three Million Dollars ($3,000,000) and worker's
compensation insurance coverage in amounts required by law. Contractor shall pay
any deductibles due under such policies. Contractor shall cause CTN to be added
as an additional insured under the general liability and errors and omissions
policies and to furnish certificates evidencing such policies within thirty (30)
days of execution of this Agreement.
10. Assignments. Contractor acknowledges that the Services to be performed
hereunder are of a unique and personal nature and may not be assigned
or subcontracted to any other party without the prior written approval
of CTN, which may be withheld, for any reason. CTN may assign its
rights and obligations under this Agreement in whole or in part.
11. Taxes. Except as otherwise expressly provided in this Agreement,
Contractor agrees to pay the full amount of any and all taxes, levies
or charges (including without limitation, any penalties or interest
thereon) howsoever denominated, imposed or levied against Contractor or
CTN by any law, rule or regulation now in effect or hereafter enacted
including without limitation, sales, use, property and excise or other
similar taxes, licenses, import permits or fees, and customs duties
relating to or imposed upon the Services provided hereunder, the use or
possession of same by CTN, or the amounts payable to Contractor under
this
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Agreement, it being the intent hereof that the amounts payable to
Contractor under this Agreement, except as otherwise expressly provided
herein, shall be inclusive of any and all taxes, levies, or charges of
whatsoever kind or nature howsoever denominated.
12. Confidentiality. Contractor acknowledges that it will have access to
certain Trade Secrets and other Confidential Information of CTN during
and in connection with its performance of Services hereunder
("Confidential Information"), and hereby agrees not to disclose any
Confidential Information to any third party and not to use any such
Confidential Information for any purpose other than the performance of
Services for CTN pursuant to this Agreement. All such Confidential
Information and trade secrets are and shall remain the exclusive
property of CTN and no license shall be granted or implied with respect
to such Confidential Information by reason of Contractor's access to
the same in connection with its performance of Services hereunder.
Contractor hereby agrees that it shall not disclose, transfer, use,
copy or allow access to any such Trade Secrets or Confidential
Information to any agents or employees, except to such agents or
employees (a) who require the access to such Trade Secrets and
Confidential Information in order to give effect to CTN's rights
hereunder and (b) who have bound themselves to respect and protect the
confidentiality of the Trade Secrets and the Confidential Information.
"Confidential Information" of a party means confidential data and
confidential information relating to the business of such party which
is or has been disclosed to the other party or of which the other party
becomes aware as a consequence of or through its relationship with the
disclosing party hereunder and which has value to the disclosing party
and is not generally known to its competitors and which is designated
by the disclosing party as confidential. Confidential Information shall
not include any data or information that (i) has been voluntarily and
with proper authorization disclosed to the general public by the
disclosing party, (ii) has been independently developed and disclosed
to the general public by others, or (iii) otherwise enters the public
domain through lawful means. "Trade Secrets" of a party means the
Confidential Information of such party, without regard to form,
including, but not limited to, technical or non-technical data,
formulas, patterns, compilations, programs, devices, methods,
techniques, drawings, processes, financial data, financial plans,
product or service plans or lists of actual or potential customers or
suppliers which is not commonly known by or available to the public and
which information (i) derives economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its
disclosure or use; and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. Nothing in
this agreement shall be construed to prohibit Contractor from providing
any services, including but not limited to, consulting, marketing or
strategy services, for any other competitors of CTN or its member
companies.
13. Notices. All notices under this Agreement or with respect thereto shall
be in writing and deemed received when delivered personally, by express
courier service (i.e., Federal Express, DHL, etc.) or telefaxing to the
addresses set forth herein, assuming the sender retains some
confirmation of delivery. All notices mailed through the U.S. mail,
postage pre-paid, first class, to the addresses set forth herein shall
be deemed received the third business day after deposit in the U.S.
mail. All notices to the parties shall be sent to the addresses set
forth above and to the individual identified in the applicable POF as
the "Contact" for each party.
14. Further documents. Contractor agrees to execute, deliver and/or file
any and all further instruments, which CTN may deem necessary to carry
out the purposes of this Agreement. If
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Contractor fails to execute, deliver and/or file any such instruments
within ten (10) days of such a request by CTN, Contractor hereby
appoints CTN or CTN's designee as Contractor's attorney-in-fact (which
appointment shall be deemed a power coupled with an interest) to
execute, deliver and/or file all such documents. CTN agrees to
appropriately remunerate Contractor if agreed to in writing prior to
execution of such instruments if so necessary.
15. Miscellaneous Provisions
a. Severability. In the event any provision of this Agreement shall be
found to be contrary to any law or regulation of any federal, state or
municipal administrative agency or body, the other provisions of this
Agreement shall not be affected thereby but shall notwithstanding
continue in full force and effect.
b. Attorney's Fees. If any legal action or other proceeding is brought
with respect to the subject matter of this Agreement, its enforcement
or as a result of a breach, default or misrepresentation in connection
with any of the provisions of this Agreement, the successful or
prevailing party shall be entitled to recover reasonable attorneys'
fees and other costs incurred in such action or proceeding, in addition
to any other relief to which such party may be entitled.
c. Non-Waiver. No waiver by either party hereto of any breach or
default by the other party shall be construed to be a waiver of any
other breach or default by such other party. Resort to any remedies
referred to herein shall not be construed as a waiver of any other
rights and remedies to which either party is entitled under this
Agreement or otherwise, nor shall an election to terminate be deemed an
election of remedies or a waiver of any claim for damages or otherwise.
d. Entire Agreement. This Agreement constitutes the entire
understanding between the parties with respect to the subject matter
hereof and all prior understandings, whether oral or written, have been
merged herein and are superseded hereby. This Agreement may not be
altered or modified except in writing signed by both parties hereto.
Without limiting the foregoing, it is specifically agreed that no terms
contained on any payment documentation (regardless of origin) such as
invoices, purchase orders, etc., shall in any way effect the terms of
this Agreement.
e. Governing Law. Regardless of the place of execution or performance,
this Agreement and each POF executed hereunder shall be governed,
construed and enforced in accordance with the laws of the State of
Georgia applicable to agreements entered into and to be wholly
performed therein, and Contractor hereby agrees to the exclusive
jurisdiction of the courts of the State of Georgia and United States
courts located in the State of Georgia in connection with any suit,
action or proceeding brought by Contractor arising out of or related in
any manner to this Agreement. Contractor agrees that the service of
process by mail shall be effective service of same and that such
service shall have the same effect as personal service within the State
of Georgia and result in jurisdiction over Contractor in the
appropriate forum in the State of Georgia.
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f. Third Party Beneficiaries. This Agreement is not for the benefit of
any third party and shall not be deemed to give any right or remedy to
any third party whether referred to herein or not.
g. Headings. Paragraph headings as used in this Agreement are for
convenience only and are not a part hereof, and shall not be used in
any manner to interpret or otherwise modify any provision of this
Agreement.
h. "CTN". As used herein, "CTN" shall also include CTN's member
Companies, subsidiaries and parent, and its parent's subsidiaries,
affiliates and related entities.
i. "Persons". As used herein, the word "person" means any individual,
firm, partnership, association, corporation or other entity.
j. Survival. All representations, warranties and indemnities shall
survive the execution, delivery, suspension, expiration and/or
termination of this Agreement or any provision hereof.
16. Effectiveness. This Agreement shall not be effective until
countersigned on behalf of CTN and delivered to Contractor.
College Television Network THINK new ideas, Atlanta
("CTN") ("CONTRACTOR")
By: /s/ Patrick Doran By: /s/ Chris Wilson
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Title: Chief Financial Officer Title: Director of Client Services
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EXHIBIT A
PROJECT ORDER FORM DATE:
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FROM: ___________________________ TO: THINK new ideas, ATLANTA
(A CTN COMPANY)
Contact: ________________________ Contact: ______________________
Phone: __________________________ Phone: ________________________
Fax: ____________________________ Fax: __________________________
This Project Order Form ("POF") is entered into by and between the
undersigned parties pursuant to the Interactive Services Agreement between
College Television Network ("CTN") and Think new ideas, Atlanta
("Contractor") dated September 27, 1999 (the "Agreement"), which is
incorporated herein by reference. Each section below must be completed in
detail or specifically designated as not applicable. Additional pages
should be attached as needed.
1. Contractor shall provide the following Services:
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2. The Deliverables shall consist of the following:
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3. The Deliverables shall be delivered according to the following
schedule:
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4. Specify if the method or terms of delivery and acceptance differ
from the Agreement:
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5. In full consideration for performance of all Services and all rights
granted hereunder, Contractor shall receive payment in the total
amount of $______________________, which shall be payable as follows:
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6. Specify any Third Party Content and/or Third Party Technology,
including software or internet applications, to be incorporated into
the Deliverables, and any and all restrictions or limitations
pertaining thereto:
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7. Specify any terms for this Project that are in addition to or
different from those contained in the Interactive Services Agreement:
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CONTRACTOR _________________________
NAME OF CTN COMPANY)
By: ________________________ By: __________________________
Title: _____________________ Title: _______________________
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================================================================================
Exhibit A-Strategy Services
Wetair.com
October 13, 1999
================================================================================
Scope of Work for Start-Up Services
Project Description:
1. Strategy Development
The overall objective for this initial scope of work is to develop the strategic
blueprints for creating a market defining Web presence for Wetair.com. The
initial concepts presented in the THINK New Ideas, Inc. (THINK) proposal will be
a key driver in defining the project.
THINK agrees to provide the services in the following categories to accomplish
the above stated objective:
I. Account Management
a. Provide account management services.
1) Overall project and team coordination and reporting
2) Inject and provide insight and expertise throughout the strategic
blueprint stage
3) Provide transition consistency and knowledge from the
strategic blueprint phase through the following implementation
stages of Wetair.com
4) Scheduling and coordination of all internal and/or client meetings
5) Coordination and management of all project relevant client review
and/or approval processes
6) Maintenance and distribution of all applicable project documentation
7) Collection & management of all applicable content and/or other
miscellaneous project requirements
8) Overall management of project budget, production schedule and quality
assurance
9) Construct and launch Project Intranet with designated features and
functionality, and distribute Intranet address to Wetair.com.
b. Retained Account Team. In order to best manage this initial stag in the
strategic foundation building for Wetair.com, THINK will also provide the
following Account Management team, with estimated percentages of their time
between the official signing of this Exhibit A and December 31, 1999. If
the project (as outlined in the Exhibit A) extends beyond the end of the
year THINK will provide Wetair.com with a `change order' or a new Exhibit A
for continued account management services. Once the strategic phase is
complete, and implementation begins (sometime after the first of the year)
a larger, dedicated account team will be needed.
1) Account Director - (15%)*
2) Senior Account Manager - (50%)*
*(Estimated time percentages based upon a standard eight (8) hour workday.)
II. Strategic Services
The following provides a review of the specific strategic services THINK
will provide in accordance with this Exhibit A. The strategic blueprint
that THINK will construct for Wetair.com will build off of the previously
submitted and approved strategy outlined in the original proposal to
Wetair.com (see proposal for details) allowing for a modification of the
THINKVision Strategy Development Process.
THINK agrees to provide the services in the following categories to
accomplish the above stated objective:
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a. Provide Internet strategy consulting services.
1) Kick Off Meeting and Kick Off Presentation
2) Available Research review
3) Available Technology Environment review
4) Participation in Round Table Strategy Sessions with Wetair.com and
partners
5) Discovery Findings Presentation
6) Strategic Blueprint Presentation
o Identify key Go-To-Market issues
o Assess Resource Needs
o Implementation Launch planning
o Identify Linkages
o User Content Submission strategies, gathering and distribution,
and ongoing management
7) High Level Information Architecture
o Organization
o Labeling
o Naming
o Indexing
8) Launch Plan
9) Leadership of other team members in Strategy Development, e.g.
Dennis Interactive, Monumental, Fatwire, etc.
10) Functional Specifications
o Transfer, i.e. Tempest
o Content management
o Personalization
o Ad banner management
o Membership database
b. Retained Strategy Team. In order to best manage this initial stag in the
strategic foundation building for Wetair.com, THINK will provide the
following Strategic team, with estimated percentages of their time
between the official signing of this Exhibit A and November 30, 1999. If
the project (as outlined in the Exhibit A) extends beyond the end of the
year THINK will provide Wetair.com with a `change order' or an new
Exhibit A for continued strategic planning services.
1) Director, Strategic Planning, Gib Fenning - (20%)*
2) Associate Director, Strategy & Technology, Paul Goggin - (20%)*
3) Senior Strategist - (60%)*
4) Director, Technology - (20%)*
5) Technology Strategist - (2x75% for 6weeks)
6) Information Architect - (100% for 6weeks)
*(Estimated time percentages based upon a standard eight (8) hour workday.)
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2. Service Fees
Upon signing of this Exhibit A, THINK will be paid half, and the other half
at the end of the engagement (November 30,999).
Account Management $ 40,000
Strategic Service $200,000
- ------------------------------------------------------------------------------
Total for Project $240,000.00
- ------------------------------------------------------------------------------
THINK New Ideas reserves the right to adjust cost estimates accordingly based on
any unforeseen circumstances, adjustments or addition of content not previously
agreed upon. All outcosts (i.e. out-of-pocket expenses) including, but not
limited to the following: travel, couriers, shipping, color copies, disks and
scanning will be billed to the client separately as incurred.
This contract is only valid for 30 days from the date indicated above. After 30
days, THINK New Ideas will consider this estimate null and void and reserves the
right to submit an updated estimate.
Wetair.com Signature: Daniel Davenport THINK Signature: Chris Wilson
---------------- ----------------
Date: October 13, 1999 Date: October 13, 1999
------------------- -------------------
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================================================================================
Exhibit A-Design Services
Brand Development - Wetair.com
October 13, 1999
================================================================================
I. Wetair.com Brand Development: THINK will be creating an environment
that will serve as a catalyst for the evolution of the Wetair.com
brand. The brand identity of this online enterprise will be largely
experiential therefore the development needs to include both graphic
identity tools and a demo web site for proof of concept testing.
a) Wetair.com Graphic Identity:
1) Concept Development of marks and taglines
o Initial Concept Development Design/Copy writing
o Client Revisions
o Approval of Test Candidate Concepts
o Comp Construction
2) Production of Graphic Asset and Media
1) Usage Survey and Identification
of Media Specific Deliverables
2) Scheduling
3) Graphic Production
4) Media Production
b) Wetair.com Demo Site:
THINK will create a 6-10 page proof of concept demo site that will
convey the essence of the Wetair.com user experience. Functionality
will include the ability to view streaming video and mp3's.
Wetair.com Demo:
1) Demo Site Map and Design development
2) 2 Client Revisions
3) Content and Asset inventory and creation
4) Client approvals
5) Production and Site construction
6) Internal Beta Review
7) Client Beta Review
8) Additional Revisions
9) Final Approval
c) Wetair.com Content Submission Site:
1) THINK will prepare, design, and code a "content submission
site" for the purposes of gathering content for the
eventual site, pre-launch.
2) Site will be live in time for the LINK magazine November-
December issue which will have advertisement included with
active url.
3) THINK will design advertisement for LINK magazine.
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II. Concept Testing: The scheduled CTN/Mentos Tour/Festivals will provide an
excellent environment to test the validity of the Wetair.com concept and
functionality with the target users. THINK will use this opportunity to
gather user input concerning messaging, graphic look, usability and
navigation.
o Demo will be performed on-site in a "non-live" environment (i.e. CD-ROM,
etc.)
o THINK team members will not be on-site during concept testing
III. Service Fees
Upon signing of this Exhibit A, THINK will be paid half, and the other half at
the end of the engagement (November 30,999).
Design and Brand Development Services: $70,000
================================================================================
THINK New Ideas reserves the right to adjust cost estimates accordingly based on
any unforeseen circumstances, adjustments or addition of content not previously
agreed. All outcosts (i.e. out-of-pocket expenses) including, but not limited to
the following: travel, couriers, shipping, color copies, disks and scanning will
be billed to the client separately as incurred. All such items will be submitted
for approval by Wetair.com prior to expenditure.
This contract overwrites any previously submitted contracts or proposals and is
only valid for 30 days from the date indicated above. After 30 days, THINK New
Ideas will consider this estimate null and void and reserves the right to submit
an updated estimate.
Wetair.com Signature: /s/ Daniel Davenport Agency Signature: /s/ Chris Wilson
-------------------- -----------------
Date: October 13, 1999 Date: October 13, 1999
-------------------- --------------------
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