JUNE 22, 1999
MYWEB INC.
DEAR XXXXX,
LETTER OF AGREEMENT
The following constitutes our mutual understanding with respect to your
retention of Ogilvy Public Relations Worldwide (hereinafter "Ogilvy PR") as
public relations consultant to "MyWeb" (hereinafter "CLIENT").
A. As public relations consultant, Xxxxxx PR will provide communications
counsel and services as described in the attached proposal presented
today, June 22, 1999.
X. Xxxxxx PR will perform these services in accordance with the following
terms:
1) This agreement is effective as immediately upon your signature.
2) We shall provide these services as independent contractors, not as
your employee or agent. We shall not undertake any major activities
nor make any commitments on your behalf without your approval.
3) Ogilvy PR will bill "CLIENT" in two stages for this launch campaign.
The first invoice will be presented upon signature of this agreement
for 1/3 of the agreed to fees. A second invoice will be presented on
July 15 for the second 1/3 payment, with a third invoice presented on
August 15 for the third and final payment for the pre-launch
activities. The total cost, as outlined in the attached proposal,
will not exceed US$ [***] for pre-launch public relations
activities. Additional projects will require agreement by both
parties, after assessing the results of the pre-launch campaign.
4) All additional approved projects and work activity outside of the
scope of the agreed activity will be billed as "Special Projects" and
these will be executed upon signed agreements by you of quotations
presented by us.
5) Outside costs for the execution of this program will include such
items as translation, photocopying, transportation, press clippings,
etc. and these expenses will be billed to "CLIENT" [***]
6) Ogilvy PR shall be entitled to a [***] % agency commission on
the production of all print or audio-visual materials and other items
constructed or designed on "CLIENT's" behalf. All production estimates
must be approved in writing by "CLIENT", at which time [***]
is payable. The remaining [***] is payable upon completion of
the production.
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[***] Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
7) "CLIENT" agrees to pay our invoices upon receipt. If payments are not
received within 60 days, Xxxxxx PR will impose a finance charge of
one and one-half percent (1 1/2%) per month on the unpaid balance or
the maximum lesser rate allowed by law.
8) In the event that we incur costs, disbursement and/or legal fees in
an effort to collect our invoices, you agree to reimburse us for
these expenses.
9) "CLIENT" will indemnify and hold Ogilvy PR harmless with respect to
any claims or actions instituted by any third party which result from
the use by Ogilvy PR of material furnished to Ogilvy PR by "CLIENT"
or where material created by Xxxxxx PR is substantially changed by
"CLIENT" or arising out of the nature or use of "CLIENT's"
products(s). Information or data obtained by Xxxxxx PR from "CLIENT"
to substantiate claims or statements released by Xxxxxx PR on
"CLIENT's" behalf shall be deemed to be "materials furnished to
Ogilvy PR by "CLIENT". This paragraph, insofar as it applies to work
undertaken while this agreement is in effect, shall survive the
termination of this agreement.
10) (a) Xxxxxx PR acknowledges and agrees that it will have access
to, or become acquainted with, confidential information of
"CLIENT". For the purpose of this agreement, confidential
information shall mean any information of "CLIENT", whether or
not developed by Ogilvy PR, including but not limited to
information which relates to all ideas, designs, methods,
discoveries, improvement, products, documents or other results
of the professional services, trade secrets, product data and
specifications, proprietary rights, business affairs, product
developments, customer information or employee information.
Confidential information does not include any information that:
(i) Ogilvy PR can prove was known to it prior to the date of
this agreement and any other agreement between the parties
hereto, without an obligation to keep it confidential;
(ii) Ogilvy PR can prove was lawfully obtained from a third
party without any obligation of confidentiality; or
(iii) Is or becomes part of the public domain through no act or
violation of any obligation of O&MPR.
(b) Xxxxxx PR acknowledges and agrees that the confidential
information constitutes valuable trade secrets of "CLIENT".
Ogilvy PR shall keep all confidential information in confidence
and shall not, at any time during or after the term of this
agreement, without "CLIENT's" prior written consent, disclose or
otherwise make available, directly or indirectly, any item of
confidential information to anyone other than Ogilvy PR
employees who need to know the same in performance of their
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professional services. Xxxxxx PR shall use confidential
information only in connection with the performance of
professional services hereunder and for no other purpose. Ogilvy
PR shall inform its employees of the trade secret, proprietary
and confidential nature of the confidential information.
11) "CLIENT" agrees that "CLIENT" will not (without the previous written
consent of the Consultancy) at any time prior to the elapse of twelve
months from the date "CLIENT" ceases to be a client of the
Consultancy either solicit or employ directly or indirectly the
services of any employee or former employee of the Consultancy who
has at any time been engaged on "CLIENT's" work or any firm or
company of which such an employee becomes a director, manager, agent
or employee during such period.
12) A review of work performance and compensation terms will take place
in one months time as Ogilvy PR and "CLIENT" prepare for launch
activities.
13) This agreement may be cancelled by either party upon ninety (30) days'
written notice. You will not be liable for any monthly retainer bills
or other fees or expenses incurred after the effective date of such
termination.
14) This agreement shall be governed in accordance with the laws of
China.
15) Ogilvy PR will not undertake work with any new account which directly
competes with the business of "CLIENT," without prior approval by
"CLIENT."
16) This agreement covers "CLIENT's" pre-launch public relations
activities. This agreement will be followed by another supplemental
contract covering launch activities and advertising terms.
If the above correctly sets forth your understanding of our agreement, kindly
sign and return one (1) copy of this letter and retain one original copy for
your files.
We appreciate the confidence you have placed in Ogilvy PR.
Sincerely,
Ogilvy Public Relations Worldwide Accepted & Agreed Upon
Worldwide
/s/ illegible /s/ illegible
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6/23/99 6/23/99
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Date Date
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[Attachment to Letter of Agreement]
Ogilvy Public Relations Worldwide 4th floor,
The Everbright Blue Diamond Tower,
Xx. 0 Xxxxx Xx Xxxxx Xx,
Xxxx Xxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx, 000000
Tel: 8610-6443-6488
Fax: 0000-0000-0000
xxx.xxxxxxxx.xxx
MyWeb Details And Costs:
1. Launch Day Activities
--> [***]
--> [***]
--> [***]
--> Costs:
--> Fee: US [***]
--> OOP: US [***]
--> Additional Press Releases US [***]
-----------------
--> Total US [***]
2. Focused One-On-One Influential Media Interviews
--> [***]
--> Fee: US$ [***]
Total: (Focused One-on-One Influential Media Interviews +
Launch Day Activities):
Total: US$ [***]
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[***] Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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