EXHIBIT 10.7
COLLEGE TELEVISION NETWORK
CTN presents the "Mentos Freshmaker" Tour
Agreement
September 22, 1999
The following Agreement (the "Agreement") shall serve as the complete
understanding between Contemporary Marketing Inc. ("CMI") and COLLEGE TELEVISION
NETWORK ("CTN") as it relates to the CTN presents the "Mentos Freshmaker" Tour
(the "Tour"). This Agreement covers work from July 1999 to the completion of
the Tour scheduled to end on or about May 2000. The duties of the respective
parties to this Agreement are specified below and in the Cost Summary dated
July 20, 1999, attached as Exhibit A, a copy of which is annexed hereto and is
hereby incorporated into this Agreement by reference and is made a part hereof.
I. CTN presents the "Mentos Freshmaker" Tour
CMI will provide the following services associated with the design,
sell-in, management and touring of the Tour. The Tour will consist of five
interactive activities housed under one 20' x 30' tent, four 10' x 10'
tents, and one 20' x 20' tent to be used as the CTN/Link Magazine area,
which will be the gateway to the "Activity Village."
Project Administration
The management of a twenty-five campus Tour including: operating budget,
client meetings/reporting and all communication with CTN staff necessary
for the successful execution of the CTN/Freshmaker Tour. Includes the
services of Senior Management, Account Executive, Associate Account
Executive, Project Coordinator and support staff necessary to implement,
manage and coordinate the Tour, prepare all financial reports and recaps.
CMI will provide the campus recap within two (2) business days after
completion of each event. Recaps will include campus participation and
premiums/samples distributed per sponsor.
Campus Services
Costs include all research, sell-in and follow-up communication necessary
to secure event sites. CMI will develop a routing schedule and manage and
coordinate all parties on a per venue basis including sell-in kits, event
booking, local staffing, advertising placement, electrical and security.
Includes the services of the Director or Production and coordination of
staff to facilitate the above and troubleshoot as necessary.
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Tour Contract Agreement
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Producer Services
Cost includes the salary for one (1) Tour Manager, one (1) Technical
Director and three (3) Event Producers to coordinate events and local
market training for the Tour. The Tour Manager's responsibilities include:
management of local venues, load-in and load-out of the events, overseeing
the event to maintain quality control, management of all event activities
and execution of repairs necessary to keep the Tour operational.
Event Travel
Includes travel expenses associated with the training and recaps of one
(1) Tour Manager, one (1) Technical Director and three (3) Event Producers
for sixteen (16) weeks. Also includes standard grade hotel accommodations
and per diem, as well as airfare necessary to successfully execute the
Tour.
Local Labor/Event Day Staffing/Security
Cost for contracting a combination of student and private agency labor to
fulfill each campus' specific on-site needs. Costs are based on twenty-
five (25) event days plus load-in/load-out and security requirements.
. 4 student laborers to assist with load-in and load-out
. 4 student laborers during event operating hours
. 4 concert security guards
. 1 overnight security guard
. 2 concert technicians
. 1 rigger
Set Construction/Event Elements
Includes costs to create and produce the following:
. (1) 20' x 30' Tent
. (4) 10' x 10' Tents
. Includes estimated costs for four (4) co-sponsor(s) activities (includes
sponsor specific A/V Equipment).
Road Equipment/Tools/Supplies/Repairs On-going
All estimated costs associated with road equipment materials, supplies, and
wireless headsets for logistical communication that keep the Tour
operational.
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Audio/AV Equipment (Event)
Includes cost to purchase the following equipment:
. Monitors with Road Case (for Stage Area, Antennae and
Activities Structure)
. Video Camera for Stage
. AV Control Rack for Camera and Audio/Monitor Control
. Rack Construction/Cable Production
. Gobo Lights
Audio/AV Equipment (Concert)
Includes cost to lease/purchase the following equipment:
. Stage Trailer
. Concert Lighting
. Concert Sound
. Generator
. Venue Fees and Permitting (TBD)
Graphics
Includes cost to produce and develop the following creative materials:
. Tent Graphics/Header/Signage
. Stage Graphics Backdrop
. Activity Area Graphics
. Banners/Flags/Signage/etc.
. Sandwich Boards
. Campus Newspaper Ads
Truck Graphics
Includes cost to design and produce truck graphics for two (2) 48'
trailers. Also includes cost for application and deapplication of
graphics.
Stage/Concert Requirements
Includes cost to purchase materials for stage and concert areas such as
snow fencing equipped with poles, clips and bases as well as a 10' x 20'
"backstage" tent.
Technical/Power/Generator Fuel (Event Only)
Includes costs to rent and maintain one (1) generator and distribution
panel. Also includes cost to purchase fuel and cable for the generator.
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Trucking/Transportation
Cost to lease and operate two (2) 48' tractor-trailers throughout the
duration of the Tour. Also includes costs associated with an additional
truck rental for (miscellaneous storage; tow generator, etc.), as well as
trucking costs for the in-active weeks of the tour.
Staff Vehicles
Includes costs to rent one (1) staff vehicle for travel throughout the Tour
and training. Also includes mileage, fuel, tolls and maintenance of the
vehicle.
Creative Development
Includes the services of a Creative Director, Art Director, Copywriter,
Graphic Production Artist and Traffic Manager necessary to produce the
booth signage and creative materials.
Concept Development
Cost includes creative and production hours necessary to develop and design
the concept for the CTN/Mentos FreshMaker Tour. Includes materials and
hours to produce sell-in materials.
Agency Travel
All travel expenses incurred by CMI, including Senior Management, Account
Executive, Creative Director and the Director of Production to attend
events/client meetings, reviews and events requested by CTN and the
sponsors over the course of the Tour. All associated costs will be treated
as a pass through expense with approval from CTN prior to finalizing
arrangements.
Print Advertising
Includes placement of promotional ads at twenty-five (25) campuses. Costs
are based on the following schedule:
Full Page Week prior to event
Hospitality Tent
Costs associated with purchasing one (1) 20' x 20' tent, to be used for
sponsor hospitality purposes, and talent autograph signings. Also includes
costs for tables, table skirts, chairs and miscellaneous signage.
CTN/LINK Tent
Includes costs for client requested additional 20' x 20' tent to be
utilized by CTN and Link Magazine. Costs include all signage for the tent.
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Mentos Activity
Costs for Mentos blue screen activity tent, which is in addition to the
previously submitted concert cost.
Climbing Wall
Includes costs for Colgate/Palmolive climbing wall as a part of the
activity village. Includes all incremental costs associated with the
climbing wall activity. Costs include the following: two (2) dedicated
event producers, staff training equipment and vehicle upgrade to tow the
wall throughout the duration of the Tour. CMI shall be responsible for the
utilization, maintenance and use of such climbing wall.
Pre-Promotion
Includes costs for production and distribution of posters for each school
throughout the Tour. Costs also include pre-promotion labor of two (2)
students to distribute material throughout each of the campuses.
Co-Sponsor Activity Enhancement
Costs associated with enhancing the activity of each co-sponsor activity,
which includes intensified requirements for AV equipment and additional
signage, if necessary.
Shipping/Communications
Costs associated with the shipment of various CTN materials, drop shipping
to specific event locations and any shipping necessary to implement the
program. Includes estimated costs associated with the Tour Manager's
pager, fax services and other means of communication necessary to
successfully execute the Tour. All associated costs will be treated as a
pass through expense, calculator and billed monthly.
Warehousing/Consolidation/Distribution Services
Includes estimated costs necessary for storing and distributing premium
items and materials over the course of the program. This will be re-
evaluated once program has been defined and material quantities have been
determined.
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Legal
CMI will provide a certificate of General Liability Insurance of five
million dollars ($5,000,000), listing CTN as an additional insured with
respect to CMI's negligence, performance, or non performance in executing
any of CMI's responsibilities as set forth herein, or for any information,
materials or artwork supplied by CMI hereunder. Cost is estimated and will
be billed as a pass through expense.
CTN Supplied Materials
It is assumed that the sponsors will supply all Tour apparel and premiums.
Miscellaneous
The costs associated with miscellaneous materials supplies or components,
which may arise over the course of the program.
Program Documentation
Cost to purchase and develop film over the course of the Tour.
II. Insurance
CMI shall, at all times during the term of this Agreement keep in full force and
effect with a responsible insurance company a commercial general liability
policy or policies with combined limits of no less than Five Million Dollars
($5,000,000.00) per occurrence and workers' compensation coverage covering the
employees of CMI with minimum statutory limits as required by the State and
employers' liability limits of $1,000,000 per accident. Additionally, CMI will
maintain commercial property coverage with respect to CTN items and materials
while in the care, custody and control of CMI. Policies in force shall comply
with applicable insurance laws in the State of New Jersey.
CTN will self insure for its product liability risks and will meet the financial
and regulatory requirements of a self-insured entity. CTN shall maintain excess
coverage above its self insured program and will keep in full force and effect
with a responsible insurance company a policy or policies for its general
liability risks not assumed under its self-insured program with limits no less
than $5,000,000 per occurrence.
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Prior to the performance of the first event under this agreement, CMI shall
provide CTN with a certificate of insurance evidencing the existence of the
general liability, workers compensation and property policies required by this
Agreement. Similarly, CTN shall provide CMI evidence its self-insured program
and coverage not assumed under said program as required by this Agreement. Each
party to this Agreement will provide the other with sixty (60) days written
notice prior to the termination of coverages noted herein prior to the
expiration noted on the certificate.
Throughout the term of this Agreement CMI shall at its sole cost and expense
maintain insurance covering all risks of physical loss or damage for the full
replacement cost value of the property owned and/or supplied by CTN while it
remains in CMI's care, custody and control.
III. Indemnification
CMI agrees to indemnify, defend and hold harmless CTN, its parent, affiliates
and subsidiaries and all of its respective employees, officers, directors and
agents from and against any and all third-party liabilities, demands, suits,
damages, claims, causes of action, costs and expenses (including reasonable
attorney fees and court costs), arising directly or indirectly, in connection
with CMI's breach of the provisions hereof, as a result of CMI's negligence,
performance, or non-performance in executing any of CMI's responsibilities as
set forth herein, or as a result of injury, damage or any other occurrence
relating to the concert tour including but not limited to the climbing wall
referred to herein or from any information, materials or artwork supplied by
CMI hereunder.
CTN agrees to indemnify, defend and hold harmless CMI, its parent, affiliates
and subsidiaries and all of its respective employees, officers, directors and
agents, from and against any and all third-party claims, demands, damages,
causes of action, liabilities, costs and expenses (including reasonable attorney
fees and court costs), arising directly or indirectly from any information,
materials, and art work that CTN supplies to CMI and or CTN breach of the
provisions hereof.
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Each party shall give the other prompt notice of any claim covered by this
Section III. The indemnifying party shall be entitled to control the defense of
such claim with counsel reasonably satisfactory to the indemnified party. The
indemnified party may, at its own expense, participate in the defense of any
claim after the indemnifying party assumes control of the defense thereof. In
no event shall either party be liable to the other party, under this Agreement
or otherwise, for special damages, consequential damages or lost profits or
revenues, even if informed of the possibility of such damages or losses. The
indemnities in this Section III shall survive any termination or expiration of
this Agreement.
IV. Terms
In full consideration for the execution of the Promotion as detailed herein, CTN
shall pay CMI the amounts specified in Exhibit A. CTN shall pay CMI in
accordance with the payment schedule attached as Exhibit B, a copy of which is
annexed hereto and is hereby incorporated into the Agreement by reference and is
made a part hereof.
CTN agrees to reimburse CMI for any additional costs and additional fees
incurred provided said costs have CTN's prior written approval. CMI shall
submit all invoices and support materials for said costs to CTN and CTN shall
remit payment for such invoices pursuant to CMI's invoice terms.
III. Terms (cont.)
CMI reserves the right to charge interest at the rate of 1.5% per month if
payment per the attached schedules is not received within the forty-five (45)
day period from each invoice date. CTN agrees that payment shall not be
unreasonably withheld and shall in good faith make every effort to meet the
dates as outlined in the payment schedules.
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V. Incremental/Production Schedule
If CTN should request or cause a delay in implementing and executing the Tour,
make additions or deletions which will change the overall scope of the Tour or
the schedule of the Tour, or increase the cost of the Tour then, before
implementing any such change, CMI will: 1) submit a detailed description of the
change itemizing the incremental costs and fees to be signed and dated by CTN,
and 2) adjust the payment schedule to reflect additional costs subject to CTN
approval. CTN agrees to pay for the incremental costs and fees associated with
any incrementals requested by CTN subject to the notification and approval
requirements contained herein.
VI. Termination
This Agreement may be terminated by either party upon thirty- (30) days written
notice to the other party in the event that the other party breaches any
material term or condition of this Agreement (a "default"). However, if the
defaulting party cures such default within such thirty- (30) day period, the
termination notice will be deemed to have been withdrawn. If this Agreement is
terminated by CMI due to a default by CTN, CTN agrees to pay CMI for all
services and fees incurred up to the date of termination including any
liabilities to third party vendors which CMI may have incurred and which are
within the attached budget or approved incremental.
VII. Force Majeure
Neither party hereto shall be considered in default of this Agreement or be
liable for damages, for any failure of performance hereunder occasioned by an
act of God, force of nature, accident, war or warlike activity, insurrection or
civil commotion, labor dispute, transportation delay, governmental regulatory
action (whether or not with proper authority) or other cause similar or
dissimilar to the foregoing and beyond its reasonable control, provided the
party so affected gives prompt notice to the other. In the event of a
suspension of any obligation by reason of this section which extends beyond ten
(10) days, the party not affected may, at its option, elect to cancel those
aspects of this Agreement that is reasonably feasible to terminate.
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VIII. Ownership
CMI agrees that all signage and promotional materials developed, constructed or
purchased by CMI in respect to CTN are the sole and exclusive property of CTN
and, as between CTN and CMI, CTN shall own all rights, titles and interest in
such materials. CMI shall notify CTN of any and all third-party rights in or to
any materials furnished by CMI hereunder. CMI agrees to store all program
components after completion of the program for a period of time specified by
CTN. CTN agrees to pay CMI a fee to be agreed upon in advance and in writing by
CTN and CMI for said storage.
IX. Complete Agreement
This Agreement sets forth the entire agreement between the parties concerning
the Tour, superseding all prior verbal or written communications with respect to
the terms hereof, and may not be altered, modified or changed in any way by
either party without the prior express written consent of the other.
X. Confidentiality
In connection with the services provided hereunder, each party may, from time to
time, be exposed to and will be furnished with certain information, material and
data including but not limited to marketing plans and financial data, which are
confidential. Each party, its parent, subsidiaries and affiliates and employees
shall keep confidential and shall not reveal or disclose any of said
information, material or data to anyone, during the term of this Agreement or
thereafter, without the express written permission of the other party or in
compliance with a court order.
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XI. Governing Law
This Agreement shall be deemed to have been made in the State of Missouri and
governed by the laws of the State of Missouri applicable to contracts performed
entirely herein.
If the foregoing is in accordance with your understanding and is acceptable to
you, please so indicate by signing all copies of the enclosed Agreement and
returning one of them to CMI.
AGREED AND ACCEPTED:
BY: /s/ Peter Kauff DATE: September 22, 1999
--------------------------------- ------------------
College Television Network
Peter Kauff
Vice Chairman
BY: /s/ Stephen Greifer DATE: September 22, 1999
--------------------------------- ------------------
Contemporary Marketing Inc.
Stephen Greifer
Senior Vice President, General Manager
CTN presents the "Mentos Freshmaker" Tour
Exhibit A
Cost Summary 7/20/99
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Element BUDGET
Project Administration 100,000.00
Concept Development 15,000.00
Agency Travel As Incurred
Road Equipment/Tools/Supplies 5,250.00
Shipping/Communication As Incurred
Warehousing/Consolidation/Distribution Services 5,156.25
Film Development 687.50
Insurance/Legal 8,000.00
CTN Supplied Materials Client Provided
Miscellaneous 5,031.25
Set Construction 34,062.50
Event Elements 87,500.00
Audio/A/V Equipment (Event) 35,000.00
Audio/A/V Equipment (Concert) 120,512.50
Creative Development 18,750.00
Graphics 52,500.00
Truck Graphics 27,500.00
Stage/Concert Requirements 10,875.00
Producer Services 69,495.00
Event Day Staffing/Security 114,270.00
Event Travel 63,384.00
Load-in/Load-out Labor 17,500.00
Trucking/Transportation 114,073.75
Staff Vehicles 26,197.50
Campus Services 6,250.00
Technical/Power/Generator Fuel (Event Only) 18,915.00
Hospitality Tent 12,650.00
CTN/Link Tent 12,500.00
Mentos Activity 37,500.00
Climbing Wall 47,417.00
Pre-Promotion 41,250.00
Co-Sponsor Activity Enhancement 11,000.00
Project Total $1,118,227.00
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