Exhibit 10.23
Advertising Pilot Agreement
Between
Zap Me! and Xerox
June 30, 1999
Xerox agrees to the following terms in association with the advertising pilot
proposed by Zap Me!
It is understood by all parties that the advertising pilot is a best effort
through December 31, 1999, by both companies, to provide resources to the
project for the creation, implementation, and testing of the marketing
messages Xerox deems will provide effective awareness and engagement for
Xerox products with school administrators and businesses using the Zap Me!
netspace.
-- Zap Me! agrees to acquire Xerox printers at the agreed to price on
Attachment A.
-- Xerox will provide a $120 advertising sponsorship for every N17b base
printer purchased or leased by Zap Me!
-- Xerox will designate marketing resources to interface with Zap Me!
marketing resources to create and develop the Xerox message for the Zap
Me! Dynamic billboard. The content and most appropriate medium will be
defined by the Zap Me!/Xerox marketing team.
-- Once the advertising message is completed and agreed to by both
companies, a test will be conducted with an agreed to number of school
administrators that are part of the Zap Me! school districts contracted
for Zap Me! networks.
-- The intent of the testing will be to determine viability of the Zap Me!
Dynamic billboard as an advertising medium for providing incremental
sales opportunities for Xerox products via the Zap Me! netspace.
-- Xerox will provide two test units to Zap Me! (most appropriate model) for
deployment into the pilot schools at no charge. One of these test units
will be deployed for an extended period of time and will be used as a
reference/showcase/testimonial for other Zap Me! schools or businesses
using the Zap Me! network.
-- The Zap Me!/Xerox marketing team will develop demand creation marketing
programs to schools or businesses contracted for Zap Me! networks to test
the viability of the pilot program to deliver incremental Xerox product
purchases from Zap Me! netspace users.
Advertising Pilot Agreement
(page 2 of 2)
-- Should the pilot result in successful sales of incremental Xerox products
to Zap Me! schools with Zap Me! networks, Xerox will pay an agreed upon
amount to Zap Me! for each incremental hardware unit sold via the Zap Me!
netspace.
-- Upon conclusion of the pilot, Xerox and Zap Me! will determine the
viability of the Zap Me! Dynamic billboard to deliver value to Xerox and
its targeted market segment of school administrators or businesses
participating in the Zap Me! netspace. If agreement on value is reached,
Zap Me! will begin redemption of the Xerox advertising sponsorship
dollars at a rate of $40 per 1000 impressions which will ensure that
Xerox's sponsorship commitment is consumed. The expected consumption
period is to be no longer than October 31, 1999.
-- Zap Me! agrees to provide Xerox with a 3 month rolling forecast of
printer demand for total printer deployments. It is expected that Xerox
will earn a minimum of 50% share of the total printer units forecast for
deployment each month.
-- For the month of June 1999, Zap Me! agrees to award a 631 unit printer
order to Xerox, 325 units of which will be financed on a 20 month lease,
with 30% downpayment, 17% interest rate and a zero buyout at the end of
the lease. This represents Xerox's fair share of Zap Me! total printer
requirements for the months of June (31 units), July (200 units), and
August (400 units).
-- These units, while purchased in June, will be stored in inventory by Xerox
or its assigned distributor, for deployment as requested by Zap Me! in
the months of June, July, and August.
-- Printers must be delivered to a designated integration site by Zap Me!
and should be requested 30 days in advance. Inventoried units must be
depleted by August 31, 1999.
/s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇
--------------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - CFO ▇▇▇ ▇▇▇▇▇ - VP/GM
ZAP ME! Corporation Xerox Channels Group
Western Region
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Area Director
Xerox Channels Group
ATTACHMENT A
Pricing Summary
Zap Me! Printer Configuration
+
2 Year Extended Service
DocuPrint N17B Part # Expected Price to Zap Me!
-------------- ------ -------------------------
N17 base Printer W9G $920.00
N17b-1 Yr. On-Site Service ▇▇▇▇▇▇▇▇▇ $250.00
N17b-2 Yr. On-Site Service 602E24170 $450.00
NOTES:
-- All pricing based upon estimated volume of 2500 DocuPrint N17 base units
in a 12 month period.
-- There is no minimum unit commitment associated with the pricing --
adjustments will be made in accordance with actual unit volumes achieved
after 6 months of contract period.
-- Xerox assumes contractual obligation for pricing provided to the Channel
partner only.
