PUBLICITY AGREEMENT
MARKET STREET PUBLISHING LTD.
PUBLICITY AGREEMENT
PREPARED FOR RAPIDTRON, INC.
AGREEMENT made this ____day of November, 2003, by and between MARKET STREET
PUBLISHING LTD. (the "Publisher") and RAPIDTRON, INC. (the "Company").
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WITNESSETH:
WHEREAS, the Company is or will be publicly held with its common stock trading
on one or more stock Exchanges, and
WHEREAS, the Company desires to publicize itself with the intention of making
its name and business better known to investors and potential shareholders, and
WHEREAS, the Publisher is in the business of marketing, advertising and other
related activities, and
WHEREAS, the Publisher is willing to help publicize the Company.
NOW THEREFORE, in conclusion of the mutual covenants herein contained, it is
agreed:
1. ENGAGEMENT. The Company hereby engages the Publisher to:
- Cause to be prepared a 3rd party editorial which prominently features
a report on the Company - distribute the same to a minimum of 500,000
US residents. This distribution will consist of circulation of said
editorial to the current and former subscribers of the newsletter(s)
as well as outside distribution. The physical description of the
package will be an 8 1/2 X 11 Self-mailer that will contain primarily
editorial information concerning Rapidtron, Inc. as well as
promotional copy for the newsletter/editor/writer.
2. ASSISTANCE. The Company acknowledges the Publisher will prepare and
distribute an advertising/editorial report on the Company. Publisher agrees to
assist in additional advertising/editorial report mailings, as requested, based
upon additional production budgets. All advertising/editorial disseminations
sponsored by the Company will be fully disclosed as paid advertising (disclosing
the amount and nature of compensation and associated costs of the program as
provided for by applicable US Securities Acts and other Regulations.)
3. PREPARATION OF REPORT. The Company will cooperate fully and timely with
the Publisher to supply all materials reasonably requested by either to prepare
the report. Because the Publisher will rely upon this information in
preparation of the report and programs, the Company represents to the Publisher
that all such information shall be true, accurate, and complete and not
misleading, in any respect.
4. COMPANY REVIEW. No material about the Company shall be distributed by
Publisher unless and until the Company has reviewed and approved the same. The
Company will act diligently and promptly in reviewing materials submitted to it
by the Publisher to enhance timely distribution of the materials and will inform
the Publisher in writing, of any inaccuracies contained in the material prepared
prior to the projected publication and/or delivery dates. The Company will
acknowledge in writing that the material is acceptable (as corrected, if
applicable).
5. COMPENSATION. In consideration of the services to be performed by the
Publisher, the Company agrees to pay Publisher for all costs of creation and
coordination of the programs outlined in section 1 and reasonable allowance
for Publisher's overhead and creative direction incurred in connection with
performance of this Agreement. Such costs are estimated to be no more than USD
$450,000.00.
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PUBLICITY AGREEMENT
6. PAYMENT SCHEDULE. An initial deposit of (USD) $150,000.00 is required to
begin the project. The initial deposit is non-refundable should the project be
cancelled by the Company. In the event of such a cancellation, the initial
deposit will be distributed as payment for expenses incurred by the Publisher
and refunded less those expenses. The desired distribution date of this project
is 31 DEC 2003. With respect to scheduling and funds required for execution,
the second installment of (USD) $150,000.00 must be received not later than 10
DEC 2003. All payments due up to and including this second installment are
non-refundable after this payment is deposited. As the remaining funds to be
paid primarily represent postage, the Publisher must receive the final
installment(s) in accordance with a mail drop schedule yet to be determined.
These deposits must be received not later than 72 hours prior to scheduled mail
drop dates. Non-payment will result in project work stoppage. Delays to the
payment schedule will result in rescheduling of the distribution date.
7. PUBLISHER DISCLAIMER. PUBLISHER MAKES NO REPRESENTATION THAT: (A) ITS
PUBLICATION AND DISTRIBUTION OF THE PROGRAMS WILL RESULT IN ANY ENHANCEMENT TO
THE COMPANY, (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED SECURITIES WILL
INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE COMPANY AS A RESULT OF
THE DISTRIBUTION OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE
COMPANY.
8. LIMITATION OF PUBLISHER LIABILITY. If Publisher fails to perform its
services hereunder, its entire liability to the Company shall not exceed the
lesser of: (a) the amount of cash payment Publisher has received from the
Company excluding any non-refundable deposits and or (b) the actual and direct
damage to the Company as a result of such non-performance. IN NO EVENT WILL
PUBLISHER OR PARTNER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING
FROM OR IN ANY WAY RELATED TO THIS AGREEMENT.
9. OWNERSHIP OF MATERIALS. All right, title and interest in and to materials
to be produced by Publisher in connection with the services to be rendered under
this Agreement shall be and remain the sole and exclusive property of it.
10. CONFIDENTIALITY. Until such time as the same may become publicly known,
Publisher agrees that any information provided to it by the Company of a
confidential nature will not be revealed or disclosed to any person or entity,
except in the performance of this Agreement, and upon completion of its services
and upon the written request to it. Notwithstanding the foregoing, Publisher
shall be liable for any revelation of confidential information that arises from
sources other than directly from the beneficial owners of Publisher, being
recognized and understood that in the course of performance of this Agreement,
many persons will have to receive access to such materials.
11. NOTICES. All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such address as to which notice
pursuant to this section may be given, and shall be given by personal delivery,
by certified mail (return receipt requested), Express Mail, or by national
overnight courier. If Company is a non-resident of the United States; the
equivalent services of the postal system of the Company's residence may be used.
Notices will be deemed given upon the earlier of actual receipt or three (3)
business days after being mailed or delivered to such courier service.
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PUBLICITY AGREEMENT
NOTICES SHALL BE ADDRESSED TO PUBLISHER AT: AND TO THE COMPANY AT:
MARKET STREET PUBLISHING LTD. RAPIDTON, INC.
XX XXX 00000 3151 AIRWAY AVENUE
PHOENIX, AZ BUILDING Q
USA 85071 XXXXX XXXX, XX
XXX 00000
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
Such addresses and notices may be changed at any time by either party by
utilizing the foregoing notice procedures. Any notices to be given hereunder
will be effective if executed by and sent to the attorneys for the parties
giving such notice, and in connection therewith the parties and their respective
counsel agree that in giving such notices counsel may communicate directly in
writing with such parties to the extent necessary to give such notice.
12. COMPLIANCE WITH LAW. Publisher shall have no obligation to send any
mailings to residents of States of the United States of America in which the
common stock of the Company cannot be secondarily traded on a solicited basis.
The Company and Publisher will agree upon the States to which the mailings will
be directed.
13. MISCELLANEOUS.
(A) Governing Law. This Agreement shall be governed by and interpreted
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under the laws of the State of Arizona.
(B) Venue. Any litigation under this Agreement shall have as its sole and
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exclusive venue the appropriate state or federal courts sitting in the
State of Arizona.
(C) Multiple Counterparts. This Agreement may be executed in multiple
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counterparts, each of which shall be deemed an original. It shall not
be necessary that each party execute each counterpart, or that any one
counterpart be executed by more than one party, so long as each party
executes at least one counterpart.
(D) Separability. If any one or more of the provisions of this Agreement
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shall be held invalid, illegal, or unenforceable, and provided that
such provision is not essential to the transaction provided for by
this Agreement, such shall not affect any other provision hereof, and
this Agreement shall be construed as is such provision had never been
contained herein.
(E) Regulatory Acceptance. If the stock of the Company is listed on a
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foreign exchange(s), this Agreement shall be subject to its acceptance
by such exchange(s) to the extent required by the rules of such
exchange(s).
(F) Presumption Against Draftsman. The parties acknowledge that each party
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and its counsel have participated in the negotiation and preparation
of this Agreement. This Agreement shall be construed without regard to
any presumption or other rule requiring construction against the party
causing the Agreement to be drafted.
(G) The duties and obligation of the Company shall inure to the benefit of
the Publisher.
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PUBLICITY AGREEMENT
SIGNATURE PAGE
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EXECUTED as a sealed instrument as of the day and year first above written.
MARKET STREET PUBLISHING LTD. RAPIDTRON, INC.
By: By: /s/ Xxxx Xxxxx
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Duly Authorized Duly Authorized
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