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Exhibit 10.34
Portions of this Exhibit were omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment. Such
portions are marked by a series of asterisks.
April 15, 2004.
Mr. Peter Mann
Chief Executive Officer
Prestige Brands Inc.
90 North Broadway
Irvington, NY 10533
Dear Peter:
This letter will confirm our appointment by Prestige Brands Inc. to serve as
advertising agency on behalf of Prestige Brands Inc. ("Prestige") and its units,
The Spic and Span Company and Medtech, and will set forth our mutual
understanding as to the basis upon which we will so act:
1. SERVICES
We will devote our best efforts to further Prestige interests and endeavor
in every proper way to make their advertising successful. We will understand
Prestige businesses, provide advertising plans, create the advertising, and
provide such other advertising services as may be necessary within your budget
limitations. We will plan media and coordinate media buying activity with
Horizon, your media buying service.
2. PRODUCTS
It is understood that this appointment covers the advertising for brands as
follows:
a) Medtech: Cutex, Compound W, New Skin, Denorex, Chloraseptic, Clear
Eyes, Murine (strategic consulting only, excluding creative and media)
b) The Spic and Span Company: Comet
3. COMPENSATION
Set forth below are the charges we will bill you for the services we are to
render and the expenditures we are to make for your account. Any references to
our "net cost" mean the actual amount we are required to pay or credit to a
third party to purchase materials or services or both, for your account; i.e.
the gross amount charged by the third party, less commissions, applicable
discounts, rebates, shipping and taxes.
(a) ACCOUNT MANAGEMENT AND CREATIVE
Beginning April 1, 2004, CDA will be compensated ***.
(b) MEDIA ADVERTISING - SPACE AND TIME
Beginning April 1, 2004, CDA will be compensated ***.
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(c) ARTWORK, PRODUCTION, TALENT, TESTIMONIALS, RESEARCH, ETC.
You will be billed for the following items purchased for you pursuant
to your written authorization at net cost to us without commission or markup.
Items to be billed on this basis include:
(1) Artwork (such as semi-comprehensives, comprehensives, finished
art, special but not rough layouts, storyboards) and mechanical
production (photographs, photostats, typesetting and proofs,
engraving, electrotypes, mats, mechanicals, printing and similar
items);
(2) Talent and production for radio, print and television programs
and commercials, motion pictures, slides and slide films;
(3) Expenditures incurred in securing testimonials and the right to
use names and/or likeness of individuals and copyrighted
materials; and
(4) Research costs incurred or contracted for by the agency with your
approval.
(d) CHARGES FOR INTERNAL SERVICES AND PRODUCTION
Internal services and finished artwork provided by us (as
distinguished from services bought outside our organization) such as special
comprehensive layouts, booklets, package designs, displays, catalogues, public
relations and publicity, sales representations, extraordinary research, etc.
will be charged at our then current rates, or at a fee to be mutually agreed
upon in writing prior to undertaking such work.
(e) OUT-OF-POCKET EXPENSES
You will reimburse us for all authorized out-of-pocket expenses for
the servicing of your account. For example:
(1) Travel transportation, accommodations, etc. -- for trips outside
the New York metropolitan area; which are authorized or requested
by you in writing; also travel expenses of our personnel in
connection with advertising material preparation to the extent
agreed upon in advance.
(2) Packaging, shipping, delivery and communications -- all
authorized expenses incurred in connection with forwarding
advertising material on your behalf (engraving mats, recordings)
and telegraph, cable, messenger and other delivery charges
incurred to provide you with special information or to meet
emergency situations for which we are not responsible, all of
which are outside of the routine correspondence in the ordinary
course of business.
(f) PAYMENTS AND CASH DISCOUNTS
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(1) Our invoices to you are payable by you within 10 days.
(2) Media invoices, if any, will be issued to you in time as
necessary to take advantage of available cash discounts. Cash
discounts received will be detailed as to the amount on our
invoices and will be billed to you provided we receive payment on
or before the date specified on our invoice.
(3) Production costs on projects or jobs will be billed 75% on
approved estimate and 25% on completion.
We reserve the right, in the case of delinquency in your payment to us or upon
learning of circumstances that may reasonably be expected to affect your ability
to make payments on these due dates, to change the requirements as to terms of
payment under this agreement.
(g) MEDIA PLANS AND PRODUCTION ESTIMATES
Media plans for proposed expenditures for advertising in publications,
on radio and television, etc., and production estimates for proposed
expenditures for costs and services related to the production of advertising and
advertising materials, will be submitted to you for approval. Your written
approval of such plans/estimates will constitute our authorization to enter into
contracts and make purchases for your account.
(h) MONTHLY FEE PAYMENT SCHEDULE
CDA will be compensated by monthly fees as set forth above *** payable
on or before the 15th day of each month during the term hereof.
4. GENERAL PROVISIONS
(a) Except as provided in paragraph 4(b) below you will indemnify, defend
and hold us harmless from and against any loss, cost, liability or damages
(including attorneys' fees) resulting from any claim, suit or proceeding made or
brought against us based upon assertions made for Prestige products or services
in any advertising or other promotional materials which we may prepare and which
you approve in writing before publication or broadcast, as well as for any
claim, suit or proceeding arising out of the nature or use of Prestige products
or services.
(b) We will defend and indemnify you against any loss, costs, or damages
including attorney's fees, made against you arising out of any advertising
prepared and placed by us which is based on libel, slander, piracy, plagiarism,
invasion of privacy or infringement of copyright. We presently carry, and shall,
at our sole cost and expense, during the term of this agreement, continuously
maintain in force, advertising liability insurance coverage in the amount of
$2,000,000.
(c) You reserve the right, in your own best interests to modify, reject,
cancel or stop any and all agreements or commitments entered into by us on your
behalf, as well as all plans, schedules or work in progress. In this event, we
shall promptly take appropriate steps to carry out your instructions. In turn
you agree (i) to pay us, in accordance with the provisions of this
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agreement, any and all proper charges earned and incurred by us in connection
with such work up to the time of its discontinuance, cancellation or
modification; and (ii) to indemnify us for all claims and actions by third
parties for damages and expenses in consequence of our carrying out your
instructions.
(d) We will use our best efforts to safeguard any and all of your property
entrusted to our custody or control, but in absence of gross negligence on our
part or willful disregard by us of your property rights, we are not to be held
responsible for any loss, damage, destruction or unauthorized use by others of
such property.
(e) We will use our best efforts to guard against any loss to you through
failure of media or suppliers properly to execute their commitments but we shall
not be held responsible for any such failure except that we shall make every
reasonable effort to obtain appropriate make-goods.
(f) If we are called upon to place advertising on your behalf, we will
verify all media invoices by obtaining from the media tear sheets of space
advertising, station affidavits or similar proof of performance of radio and
television time placed by us and will confirm the accuracy of all media charges
by comparison of such proof of performance with the billings rendered.
(g) Unless specifically requested before the release of an advertisement,
we are not responsible for the return of engravings after their use in
publications.
(h) At any reasonable time during the life of this agreement and upon
reasonable notice, you may examine our files and records pertaining directly to
the handling of your advertising, but not including information related to
individual employee compensation.
(i) All talent employed by us for use in any advertising prepared on your
behalf shall be hired as our employees or through subcontractors; as such we
will be responsible for the payment and reporting of all payroll taxes for such
employees to the applicable governmental agencies provided for, and we shall, as
appropriate perform and discharge all obligations imposed upon employers under
Federal, state and local laws. If this agreement is terminated for any reason,
any contract we have entered into (with your approval) with talent who have
performed or are to perform in your advertising or promotional activities,
shall, simultaneously on the effective date of such termination, be
automatically assigned to you and you shall assume all the rights and
obligations under said contract, and we shall be relieved of any further
responsibility or liability with respect thereto. You shall indemnify us against
any expense or loss we may incur as a result of a claim by such talent or a
third party arising after the assignment of said contract.
(j) We will act as agent for you as a disclosed principal with regard to
the purchase, upon prior approval, of materials and services on your behalf.
5. TERM AND TERMINATION OF AGREEMENT
(a) This agreement shall become effective as of the date hereof (with
Monthly Fees to begin in April) and shall continue thereafter unless terminated
by either party giving at least sixty
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days notice. All notices shall be delivered by registered mail to the principal
place of business of the party to whom such notice is addressed.
(b) Our respective duties, responsibilities and rights shall continue in
full force during the period of notice of termination, and we shall be entitled
to our Monthly Fees throughout the notice period. Upon receipt of notice of
termination we shall not commence work on or place orders for any new
advertising, but shall complete and place all advertising previously approved by
you.
(c) Upon termination of this agreement, you are to pay for all authorized
work in progress, and you shall assume our liability under and indemnify us with
respect to all outstanding contracts and agreements made on your behalf and with
your approval.
(d) Provided that there is no overdue indebtedness then owing by you to
us, we shall transfer, assign and make available to you or your representative
all property and materials in our possession or control belonging to you, and
all information, contracts, options, reservations and orders concerning your
advertising. We will also give you all reasonable cooperation toward
transferring, with the approval of third parties in interest, all reservations,
contracts, and arrangements with advertising media or others, of advertising
space, broadcast time, or materials yet to be used and all rights and claims
thereto and therein, upon our being duly released from the obligations thereof.
(e) You shall own any and all plans, preliminary outlines, layouts, copy,
artwork, films, and other property of advertising material which we prepared for
you or purchased for your account hereunder and which you paid for in accordance
with this agreement, provided such material was produced in final form,
published, displayed, broadcast, distributed, or otherwise presented prior to
the termination hereof. Any unproduced or unpublished advertising programs,
campaigns, plans and ideas prepared by us shall remain our property, provided
that any use we make of the same shall not involve the release of any
confidential information regarding your business or methods of operation.
6. MISCELLANEOUS
(a) This agreement and all matters or issues shall be governed by the laws
of the State of New York applicable to contracts made and performed entirely
therein.
(b) This letter represents the entire agreement between you and us and
supersedes all prior agreements, arrangements and understandings, written or
oral with respect to the subject matter hereof. No modification of this
agreement will be effective unless in writing and signed by both parties.
(c) Except as otherwise provided in this agreement, neither party may
assign any rights or delegate any duties hereunder without prior written consent
of the other party except nothing in this agreement shall preclude us from using
subcontractors in providing our agreed advertising services to you
(d) Any controversy or claim arising out of or relating to this Agreement,
or any breach hereof, shall be settled by arbitration or in the sole event
mediation fails, by arbitration
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before a single arbitrator in White Plains, New York in accordance with the
rules of the American Arbitration Association, then in effect and judgment upon
such award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The costs and expenses of such arbitration may be
allocated between the parties as determined by the arbitrator. No party to this
Agreement shall be precluded from applying to a proper court for preliminary
injunctive relief by reason of the prior or subsequent commencement of
arbitration proceeding as herein provided.
Your signature together with ours below will constitute this a binding agreement
between us.
CARRAFIELLO DIEHL & ASSOCIATES, INC.
By: /s/ GERALD A. CARRAFIELLO
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Gerald A. Carrafiello
President
ACCEPTED AND AGREED
Prestige Brands Inc.
By: /s/ PETER C. MANN
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Peter Mann
Chief Executive Officer
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