Exhibit 10(vii)
"WnR"
DIRECT RESPONSE CONSULTANTS
11/8/2000
Sound Works International
8495 Oddfellows Road NE
Bainbridge, WA 98110
Attn: Jerry Dennon
RE: "30 Classis Car - Tunes"
The following will constitute our agreement regarding the services "WnR" will
provide for you, effective upon execution by both parties:
1. During the duration of this campaign and so long as our fees are
paid in a timely manner, we shall act as your exclusive agent and
use our best efforts to place your direct response product
commercial(s) on Cable, Syndication and Broadcast TV stations on
both paid schedules and P.I. (per inquiry) basis. All media sources
and paid schedules will be submitted to client for prior approval,
in writing, prior to airing. You shall provide us with suitable
direct response spot(s), subject to our approval as to content and
broadcast standards. "WnR" will use its best efforts to aid in the
success of your product. We make no guarantee of the results of our
services or of the acceptability of your product or service to TV
broadcast stations, syndication or cable stations or to consumer.
2. Time purchased on your behalf by "WnR" for cable, broadcast, or
syndication will be submitted to you in writing in the form of an
insertion order and will require written approval from the client
prior to airdate. "WnR" does not guarantee or warrant favorable
results for any time buy placed by "WnR" for any product.
3. All advance payments to television stations and cable networks plus
advance commission to "WnR" are due upon request. Cable funds must
be received in our office no later than 48 hours after the request.
4. All payment to television broadcast stations, syndication or cable
networks who air your products other than advance stations, require
payment within fifteen (15) days of the "WnR" invoice date.
5. In the event of a refund of monies advanced to TV broadcast
stations, syndication, or cable stations and/or "WnR", such refunds
shall be paid to you within ten (10) working days after the
last Sunday of the next billing month. "WnR" reserves the right to
deduct any overdue unpaid balances from the refunds of advanced
monies for both media and "WnR's" commissions.
6. All special answering service bills, for cable networks, received by
"WnR" on your behalf, are payable within fifteen (15) days of the
"WnR" invoice date. Proof of charges will be provided. "WnR" does
not apply any commission to these charges.
6a. "WnR" will allow Sound Works International to use "WnR's"
telemarketing account through West Teleservices Corp. By doing so,
Sound Works International will be responsible to "WnR" for all
payments due West Teleservices Corp. For Sound Works International
products marketed by "WnR". All bills are to be paid within 15 days
of date of invoice. (These are "pass-through" charges with no
commission added.)
6b. "WnR" requires a $500.00 set-up fee which will be used against the
final telemarketing billing when the campaign is terminated. Any
excess monies will be returned 10 days after the final billing from
West Teleservices Corp.
7. We shall have the right to test your product and elect to go forward
or to terminate the project. Either party shall have the right to
terminate our services, upon 30 days written notice. Also, in the
event we are not fully and timely paid or in the event cable,
syndicators, and TV broadcast stations are not fully and timely
paid, we reserve the right to withdraw our representation and
terminate all services at any time. The client agrees to pay for
leads due media and commissions due "WnR" for any programs "WnR"
puts in place for the duration of the campaign.
8. When "WnR" is placing Per Inquiry advertising, client guarantees
payment of all orders due to cable, syndication and/or TV broadcast
stations at a rate no greater than 45% of the retail price, for
cable, syndication and broadcast which includes "WnR's" commission.
Certain media sources require higher payouts. Client Will be
notified in writing when this occurs for prior approval.
o An order is defined as a name, address, method of payment and
quantity ordered. Any order reported to "WnR" and media
pertaining to this product under this definition is considered
a completed order. There are no allowances for non-deliverable
items.
8a. Upsells will be paid to media at a rate of 10% net of the selling
price. N/A
8b. In reference to paragraph 8a, "WnR shall also receive a commission
of 5% for each upsell. N/A
8c. "WnR", in some cases, owns broadcast cable and syndication time. If
a product is placed in time owned by "WnR", the results will be
billed to the client on a guaranteed cost per order of no greater
than 45% of the retail cost. Upsell commission will apply as in
paragraph 8b. The client will be informed of such placements prior
to actual airing of the product.
8d. Time purchased by "WnR" for your product, will be billed at a rate
of 15% commission based upon the gross cost of the time purchased on
your behalf.
9. You shall pay for or reimburse "WnR" for direct out-of-pocket
expenses, such as freight, U.P.S., Federal Express, postage,
messengers, etc. These are pass-through charges only. Proof of
charges will be provided.
10. You warrant and represent that you have the right to advertise,
market and sell all of the products and services submitted to us and
that they do not violate the rights of any person or law, rule, or
regulation. In connection therewith, you will defend, indemnify, and
hold us harmless from any liability, obligation, loss, cost, damage,
reasonable attorney fees, or other expense which we may sustain or
incur as a result of any claim or lawsuit brought against us in
connection with the marketing, distribution, production, sale or use
of the advertisement of your product or service. We shall have the
right to withhold any sums otherwise due to you under this or any
other agreement between us in order to cover the foregoing
indemnification.
11. It is expressly understood and agreed that "WnR" has a duty to use
it's best efforts to cooperate with all TV broadcast stations,
syndication or cable stations towards assuring that all bills owing
to them are fully paid by you.
12. This agreement is made at Los Angeles, California and all payments
shall be made upon submission of invoices to our office. The laws
and state of California shall control this agreement. This document
contains our entire understanding and agreement and each party
acknowledges and agrees that there are no representation warranties
or other agreements than as set forth herein. The prevailing party
in any dispute arising hereunder shall be entitled to recover its
attorneys' fees and costs incurred in addition to its actual damages
and other relief.
13. No waiver of any breach of this agreement nor any failure to insist
upon the strict performance of any of the terms and conditions of
this agreement, shall constitute any waiver of any subsequent breach
or waiver of either parties right to later insist upon the strict
performance of that or any other term or condition of this
agreement. This agreement shall be binding upon and shall inure to
the benefit of the parties, their successors, legal representatives
and assigns. However, we shall not assign or delegate any or all of
our rights or obligations hereunder to any party without your prior
written consent.
14. From time to time "WnR" Direct Response Consultants, Inc. is asked
to suggest companies who perform services which are related to
direct response advertising such as, but not limited to, production
houses, fulfillment houses, script writers, telemarketers, etc. It
is expressly understood that "WnR" will not be responsible for the
performance of any company or service suggested. It is the sole
responsibility of the client to make any and all necessary
inquiries, check references, negotiate appropriate terms and
conditions and accept or reject those companies suggested by "WnR".
15. Confidentiality: Parties, during the terms of this agreement may
have access to and acquire knowledge from material, data, Systems
and other information which may not be accessible or known to the
general public or Parties competitors (collectively, "Parties'
Proprietary information"). All of the Parties' Proprietary
information shall be deemed confidential and proprietary to Parties
and except as otherwise required by law or court order shall not be
used, disclosed, published or divulged by either Party to any
person, firm or corporation in any manner whatsoever without first
having obtained the prior written permission of the other Party,
which permission may be withheld at its sole discretion.
Please indicate your approval to the terms and conditions of this agreement by
signing and returning this contract.
"WnR" Direct Response Consultants
By:_______________________________ Date:____________
Gary L. Wetter, President
APPROVED AND AGREED:
__________________________________ Date:_____________
__________________________________ Date:______________