EXHIBIT 99.1
TOTAL ENTERTAINMENT
Promotional Retainer Proposal
Xxxxxxx Xxxxx Creative Promotions, Inc. (PHCP) will provide promotion/marketing
services and act as an independent contractor for Total Entertainment (TE) in
accordance with and subject to the following terms and conditions.
I The Services
This agreement calls for PHCP to provide the following services:
1. Establish strong vendor relationships on behalf of TE with beverage
partners, including marketing dollars.
2. Assist in the development of an annual calendar of TE events.
3. Provide promotional ideas that appeal to TE target markets, raise
market awareness, and increase sales.
4. Provide TE locations with written program guidelines, critical path
lists, and review forms for each program to insure the proper
execution and evaluation thereof.
5. Develop press releases for promotional programs and distribute to
national trade publications.
6. Conduct conference calls regarding the status of each program.
7. Travel to properties on an "as needed" basis to assess current
marketing objectives and plans of action, as well as assist with
market blitzes, promotion "kick off" parties, etc. All travel expenses
will be the responsibility of TE.
II. Monthly Retainer:
1. TE will provide PHCP with a monthly retainer of $5,000.00. The first
payment is due February 1, 2002. Each payment thereafter is due on the
FIRST day of every month. The retainer will remain in effect from
February 1, 2002 through July 31, 2002. If the monthly fee of
$5,000.00 is not paid by the 15th of each month, all work will stop
until the fee is paid. In addition, PHCP will receive 5% of all
marketing funds solicited for promotional programs for TE.
2. PHCP and TE will meet in May, 2002 to review marketing plans and
objectives. At that time, either party may seek an adjustment to the
retainer based on job duties, etc.
3. Either party may terminate this Promotional Retainer Agreement at any
time with a sixty (60) days written notice.
4. Monthly retainer will include all long distance telephone calls,
conference calls, promotional ideas, postage under $2.00, and costs of
performing all duties set forth.
5. Monthly retainer will not include travel expenses for PHCP (airfare,
ground transportation, airport parking, hotel accommodations, $45.00
per day food and beverage allowance), postage over $2.00, artwork for
promotional materials, press-related costs (such as postage, faxes,
kits, etc.), printing, shipping materials, shipping & handling, or
applicable sales taxes. TE will reimburse such expenses net thirty
days.
6. Any additional expenses will be invoiced net thirty days.
III. Information supplied to PHCP
1. TE shall be responsible for the accuracy, completeness, priority and
truth of all information it furnishes or causes to be furnished to
PHCP in connection with PHCP's performance under this agreement, and
TE shall indemnify and hold PHCP harmless from all claims, loss or
liability, including reasonable attorney's fees to the extent
resulting from TE's failure to fulfill its obligations contained
within this paragraph.
2. In performing this Agreement, PHCP will not use any of TE's
trademarks, trade names, or copyrightable materials without TE's prior
written approval.
3. PHCP recognizes that as a result of providing services for TE, PHCP
may develop, obtain, or learn about trade secrets or confidential
information that is the property of TE. PHCP will use its best efforts
and utmost diligence to guard and protect such trade secrets and
confidential information from disclosure to anybody other than its
employees with the "need to be informed". When this Agreement
terminates, PHCP will promptly return to TE all such trade secrets and
confidential information in it's and it's employees' possession. The
terms "trade secrets" and "confidential information" include all
methods, systems, marketing plans, or any other information of
whatever nature, which gives TE an opportunity to gain an advantage
over its competitors who do not know or use it.
4. In order for PHCP to accurately perform its duties, TE will supply
PHCP with information regarding TE's goals, objectives, and market
area demographics.
5. TE will be responsible for distributing all forms of communication
with PHCP to TE employees with a need to know.
IV. Indemnification
1. Although PHCP will exercise reasonable judgment in its role as an
independent marketing contractor to TE, TE will indemnify PHCP against
loss which may be incurred as a result of any claim, suit or
proceeding brought against PHCP based upon any representation or work
which PHCI prepared for TE on behalf of TE, which TE approved in
writing before its publication, presentation, or display, except on
negligence of PHCP.
2. PHCP will indemnify TE and hold harmless from all claims, costs, loss,
or liability, including reasonable attorney's fees, resulting from any
representation and consulting activities, which were not approved by
TE before publication, presentation, or display.
3. PHCP will exercise reasonable care in guarding against loss to TE
through the failure of third parties to perform properly, but PHCP
shall not be held responsible for any failure on their part, except if
due to PHCP's negligence or intentional misconduct.
AGREED:
/s/ Xxxxxxx Xxxxx 1-18-02 Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President Date Name Printed
Xxxxxxx Xxxxx Creative Promotions, Inc.
/s/ Xxxxxx Xxxxxxx 1-21-02 Xxxxxx Xxxxxxx
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Representative Date Name Printed
Total Entertainment Restaurant Corp.
