Exhibit 10(hh)
January 30, 1996
Xxx Xxxxx
Vice President
TRACER
0000 Xxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Subject: Contract for Public Relations Services Provided By Technology
Solutions, Inc. to TRACER
Dear Xxxx:
This contract, when signed by an authorized representative of your organization,
will confirm that TRACER ("TRACER") have retained Technology Solutions, Inc.
("Technology Solutions" or "TSI") as public relations and marketing advisor
beginning date.
As advisor, TSI will:
a. Advise the management of TRACER on public relations and
marketing matters.
b. Develop for approval and implementation programs designed to
achieve public relations and marketing objectives for TRACER.
c. Provide quality professional staff services as may be required
to help TRACER carry out its programs.
Services/Fee: A total monthly program fee of $5,000 will be paid to TSI by
XXXXXX. Notwithstanding the foregoing, the monthly program fee for the month of
January 1996 shall be $2,500. This fee covers the basic consulting, supervisory
and implementation services provided by TSI's senior management and account
executives, as well as access to all of TSI's physical facilities. Billed on the
last day of each month, (first month fee due in advance) the fee is due and
payable in thirty days.
The following general services will be provided as needed under the monthly
retainer, with the assumption that these services will support the agreed upon
publicity objectives and require an average of 50 hours/month.
o Strategic Planning, Program Development, Administration (Off-site
meetings, public relations program development and project book,
ongoing client contact, reporting, editorial audits, arranging
reprints, etc.)
Page 2/TRACER Contract
o Corporate Backgrounder and Press Kit (ongoing development)
o Database Development and Maintenance (trade and business publications,
analysts, trade shows, etc.)
o Press Releases (Editorial placement and follow-up of new product
announcements, personnel/organizational announcements, strategic
relationships, new applications/users, etc.)
o Ongoing Press Contact/Story Development (Arranging and implementing
press interviews and meetings with TRACER executives)
o Specialty Pitches (Development and placement of holiday story
opportunities, and writing of pitch letters, for example)
o Product Reviews (Development of comparative and individual product
reviews)
o Miscellaneous (As needed: Participation in sales meetings, dealer
training sessions, user site visits, scanning of key media for relevant
stories and providing them to TRACER, etc.)
Out-of-Pocket Expenditures: TRACER will reimburse TSI for all appropriate
out-of-pocket disbursements made in the performance of its duties under this
arrangement. TSI will maintain accurate records of all out-of-pocket
expenditures incurred on behalf of TRACER and will supply supporting detail. TSI
will provide TRACER with written estimates, and will obtain TRACER's express
authorization based on such estimates, before incurring any such expenses in
excess of $500.00.
These costs might include, but are not limited to:
o Telephone
o Facsimile
o Postage, Express Mail and Messenger
o Mailing Fulfillment and Materials (e.g.-- envelopes)
o Photocopying and Printing
o Travel, Hotel, Meals, etc. (to be approved in advance)
o Article and Photographic Reprints
o Media Distribution Services
Special Projects: The following services may be provided by TSI as "special
projects," requiring TSI to develop a proposal containing a description of
services to be provided, including timetable, budgets, subcontractors and other
related expenses. This proposal will then be submitted to TRACER, Inc. for
review; and work will commence upon written authorization.
Page 3/TRACER Contract
Special projects might include, but are not limited to:
o Focus Groups and Opinion/Market Surveys
o Longer Tutorials and User Stories (Writing and editing of articles over
500 words)
o Press and Analyst Tours (Arranging and supporting press and analyst
visits, as well as assistance in developing presentation materials)
o Newsletters (Graphic design, writing, typesetting, production and/or
distribution, etc.)
o Technical Materials (Product manuals, user handbooks, white papers,
etc.)
o Presentations (Speech writing, computer-based presentations, slide
presentations, etc.)
o Photography (Shoots, reprints, chromes, etc.)
o Trade Shows (Arranging and supporting pre-, at- and post-show
interviews)
o Video (Scrip/writing and production supervision for VNRs, corporate
videos, video presentations, etc.)
XXX agrees that all materials created for TRACER shall become the sole property
of TRACER and may not be used on behalf of other clients without XXXXXX's
written consent.
XXXXXX shall investigate and defend any claim, suit, proceeding or action, and
pay any settlement amounts or damages, brought by or relating to third parties,
if and to the extent that the claim, suit, proceeding or action is directly
attributable to information, representations, reports, data or other materials
or works prepared or furnished by TRACER for use by TSI on XXXXXX's account. The
foregoing obligations are subject to (i) TSI promptly notifying TRACER in
writing of the claim, suit, proceeding or action (provided that any failure to
so notify shall not limit the obligation to investigate and defend except if and
to the extent such failure materially prejudiced TRACER's ability to defend
against the claim, suit, proceeding or action), and (ii) TRACER shall, at its
option, have sole control of the defense of any such claim, suit, proceeding or
action and all negotiations for any settlement or compromise, provided that TSI
shall have the right to provide for its own, separate defense at its own cost
and expense. XXXXXX shall also pay any and all fees, expenses and other costs
reasonably incurred by XXX in investigating, defending or settling any such
claim, suit, proceeding or action as a result of XXXXXX's failure to
investigate, defend or settle the claim, suit, proceeding or action, or prior to
XXXXXX's assumption of such responsibilities, as required herein.
TSI shall investigate and defend any claim, suit or proceeding, and pay any
settlement amounts or damages, brought by or relating to third parties, if and
to the extent that the claim, suit, proceeding or action is directly
attributable to information, representations, reports, data or other materials
or works prepared or furnished by TSI for use on TRACER's account. The foregoing
obligations are subject to (i) TRACER promptly notifying TSI in writing of the
claim, suit, proceeding or action (provided that any failure to so notify shall
not limit the obligation to investigate and defend except if and to the extent
such failure materially prejudiced TSI's ability to defend against the claim,
suit, proceeding or action), and (ii) TSI shall, at its option, have sole
control of the defense of any such claim, suit, proceeding or action and all
negotiations for any settlement or compromise, provided that TRACER shall have
the right to provide for its own, separate defense at its own cost and expense.
TSI shall also pay any and all fees, expenses and other costs reasonably
incurred by XXXXXX in investigating, defending or settling any such claim, suit,
proceeding or action as a result of TSI's
Page 4/TRACER Contract
failure to investigate, defend or settle the claim, suit, proceeding or action,
or prior to TSI's assumption of such responsibilities, as required herein.
XXXXXX agrees that it will not solicit for employment any employees of
Technology Solutions, whether or not they service TRACER's account under the
terms of this agreement. XXXXXX agrees and acknowledges that any such actions to
recruit employees of Technology Solutions for employment with TRACER will cause
Technology Solutions irreparable harm for which no adequate remedy exists at
law.
This agreement will commence as of January 15, 1996, and will continue in force
until terminated by either party upon thirty (30) days' advanced written notice.
All notices to be sent under the terms of this agreement shall be sent postage
pre-paid, via certified mail, return receipt requested, or via overnight
courier.
This document constitutes the entire agreement between the parties, and cannot
be changed, modified or supplemented except by a written document signed by both
the parties.
In the event that any provision of this agreement is found to be unenforceable
by a court of competent jurisdiction, the remainder of the agreement shall
remain in full force and effect.
Sincerely yours,
Technology Solutions, Inc.
By________________________________________________________
Xxxxx Xxxxx, CEO, Date
Agreed and Accepted:
TRACER
By /s/ Xxxx Xxxxxx 4/8/96
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Xxxx Xxxxxx, President Date
