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EXHIBIT 10.14 PAGE 43
PUBLIC RELATIONS
AGENCY AGREEMENT
This Agency Agreement, dated the 1st day of July 1, 1998, is by and between
Regina Public Relations, Inc., (the "Agent" hereinafter referred to as "RPR").
located at 545 Madison Avenue, Suite 800, New York NY 10022, and Alfin, Inc.,
whose company name will officially change to Adrien Arpel, Inc. on August 4,
1998, (the "client" hereinafter referred to as Adrien Arpel"), currently located
at 720 Fifth Avenue, 8th Fl,.
The following constitutes the mutual agreement of the parties with respect to
the retention of RPR as Public Relations Agency of record (handling all national
product and corporate publicity for Adrien Arpel, Inc.)
A. SERVICES:
As public relations counsel. RPR will use its best efforts to:
- Generate maximum publicity regarding the following
corporate priorities: General PR representation announcement
to national media outlets: Sears announcement press collateral
and press distribution; company name change press collateral
and press distribution: development and distribution of QVC
announcement and National Spokesperson press kit; development
and distribution of "classic" product mailing and press
collateral (focus on product heritage etc.); PR presentations
to company executives on a designated basis: and daily
servicing of editor requests and media follow-up (emphasis on
Business, Beauty and Trade press).
- RPR will create and streamline Adrien Arpel press
collateral; create and distribute targeted press mailings that
will be supported by daily phone contact with the media, daily
servicing of edit or product requests, and scheduling of
one-on-one-one editor presentations/meetings. As appropriate,
RPR also will develop and organize special events.
RPR and the "Client" acknowledge that there will be additional public
relations projects that will call for project fees in excess of the
current three month project fee. All projects and fee scales will be
agreed upon between both parties prior to billing.
B. RPR WILL PERFORM THESE SERVICES IN ACCORDANCE WITH THE FOLLOWING TERMS:
1) INDEPENDENT CONTRACTOR STATUS:
RPR shall provide these services AS an independent contractor, not as
the "Client's employee."
2) AGENCY FEE AND PAYMENT SCHEDULE:
RPR will bill its services to Adrien Arpel on a three month project
basis beginning June 1, 1998 through August 31, 1998 at the project fee
of twenty thousand dollars ($20,000) payable upon the execution of this
agreement and receipt of invoice.
3) OUT-OF-POCKET EXPENSES AND PRODUCTION COSTS:
Adrien Arpel will reimburse RPR for out-of-pocket expenses including
production fees incurred in connection with the performance of the
services. The expense fee of one thousand five hundred dollars ($1,500)
payable to RPR is due upon the execution of this Agreement (June 1,
1998). All Production fees are subject to Adrien Arpel's written
approval.
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4) CONFIDENTIALITY
(a) RPR acknowledges and agrees that RPR will have access to, or become
acquainted with, confidential information of Adrien Arpel. For the
purposes of this agreement, confidential information shall mean any
information of Adrien Arpel, whether or not developed by RPR. including
but not limited to information which relates to all ideas, designs,
methods, discoveries, improvements, products, documents or other
results of the professional services, trade secrets, product data and
specifications, proprietary rights, business affairs, product
developments, customer information or employee information.
Confidential information does not include any information that:
i.) was known to RPR prior to the date of this agreement
and any other agreement between the parties hereto,
without obligation to keep it confidential;
ii.) was lawfully obtained by RPR from a third party
without any obligation of confidentiality; or
iii.) is or becomes part of the public domain through no
act or violation of any obligation of RPR.
(b) RPR acknowledges and agrees that the confidential information
constitutes valuable trade secrets of Adrien Arpel. RPR shall keep all
confidential information in confidence and shall not, at any time
during or after the term of this agreement, without Adrien Arpel's
prior written consent, disclose or otherwise make available, directly
or indirectly, any item of confidential information to anyone other
than RPR employees who need to know the same in performance of their
professional services. RPR shall use confidential information only in
connection with the performance of professional services hereunder and
for no other
5) INDEMNIFICATION CLAUSE:
(a) Adrien Arpel will indemnify and hold RPR harmless with respect
to any claims or actions instituted by any third party which
result from the use by RPR of information or material
furnished to RPR by Adrien Arpel, or where information or
material created by RPR is substantially changed by Adrien
Arpel. Information or data obtained by RPR from Adrien Arpel
substantiate claims or statements released by RPR on Adrien
Arpel's behalf shall be deemed to be "information or materials
furnished to RPR by Adrien Arpel." However, under no
circumstances shall Adrien Arpel indemnify FPR where RPR was
negligent or engaged in willful misconduct.
(b) In the event of any proceeding against Adrien Arpel by any
regulatory agency, or in the event of any court action or self
regulatory action questioning any materials prepared by RPR on
behalf of Adrien Arpel, at Adrien Arpel's request, RPR shall
assist in the preparation of the defense of such action or
proceeding and cooperate with Adrien Arpel and its attorneys.
Adrien Arpel will pay RPR an hourly rate, the rate of which
shall be agreed upon at a later date, for time expended by it
on such assistance and Adrien Arpel will reimburse RPR any
out-of-pocket costs RPR incurs in connection with any such
action or proceeding.
6) EFFECTIVE DATE AND TERMINATION:
This agreement shall be effective as of June 1, 1998, and shall
continue through August 31, 1998. Either party has the right to
terminate this agreement by giving sixty (60) days advance notice in
writing. This agreement will be reviewed for renewal on September 1,
1998 for an additional one (1) year term (through
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September 1, 1999. RPR will bill at the rate of six thousand five
hundred dollars ($6,500) per month beginning September 1, 1998.
7) GOVERNING LAWS:
This agreement shall be governed and interpreted in accordance with the
laws of the State of New York
8) ARBITRATION:
Any controversy or claim arising out of or relating to this Agreement,
or the parties' decision to enter into this Agreement, or the breach
thereof shall be settled by arbitration by a single arbitrator in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association., and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitration shall be held in New York and, as provided in paragraph 7,
shall apply the substantive law of New York, except that the
interpretation and enforcement of this arbitration provision shall be
governed by the Federal Arbitration Act. The arbitrator shall not award
either party punitive damages and the interpretation and enforcement of
this arbitration provision shall be governed by the Federal Arbitration
Act. The arbitrator shall not award either party punitive damages and
the parties shall be deemed to have waived any right to such damages.
Further, the arbitrator shall be bound by the express terms of this
Agreement.
9) OWNERSHIP
All slogans and publicity materials submitted or developed by RPR for
Adrien Arpel during the term of this Agreement, and which Adrien Arpel
uses at least once prior to the termination hereof, or which Adrien
Arpel indicates in writing to RPR during the term hereof as being
specifically within the designated plans for adoption and exploitation
by Adrien Arpel, shall be, as between RPR and Adrien Arpel, Adrien
Arpel's property exclusively. All slogans, ideas or plans submitted,
created or developed by RPR for Adrien Arpel during the term of this
Agreement, and not used by Adrien Arpel during the term hereof, or
designated by Adrien Arpel in writing as being specifically within
designated plans for exploitation and adoption of Adrien Arpel
thereafter are RPR's property, and shall be dealt with by Adrien Arpel
as such.
ACCEPTED AND AGREED
REGINA PUBLIC RELATIONS, INC.
By: /s/ Date: 8/4/98
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Regina C. Kulik
President
ADRIEN ARPEL, INC.
By: /s/ Date: 8/4/98
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Mary Panvini
Senior Vice President - General Manager