Exhibit 10.7 contract with Xxxxx Publications Group
Ex10.7 Contract with Bank Publications Group
XXXXX Publications Group________________________________
Group Headquarters 000 Xxxxx Xxx Xxxxxx Xxxxx 000 Xxxxxxxx,
XX 00000 -3636 000-000-0000 FAX 000-000-0000
Xxxxx X. Xxxxxxx
President
June 10, 1997
Xx. Xxxxxx Xxxxxx
Chief Financial Officer
Corporate Relations Group, Inc.
0000 Xxx Xxxx
Suite 301
Winter Park, Florida 32789-2 165
Re: Printing Agreement
Dear Xx. Xxxxxx,
Enclosed is a fully executed copy of the printing agreement
with Xxxxx Publications Group.
On behalf of all of us at the Xxxxx Publications Group, I
want to thank you and the folks at Corporate Relations
Group, Inc. for awarding us with this two (2) year
commitment. We will strive to validate your trust and
confidence throughout the term of the agreement
Thanks again and please don't hesitate to contact me if I
can ever be of assistance.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
CONTRACT
#H1171r3
PROPOSAL FOR
CORPORATE RELATIONS GROUP, INC.
MAY 22, 1997
1. Subject and Term of Agreement. CORPORATE RELATIONS GROUP, INC.
("Customer), a Florida corporation located at 0000 Xxx Xxxx, Xxxxx 000,
Xxxxxx Xxxx, Xxxxxxx 00000-2165 and XXXXX PUBLICATIONS GROUP("Printer),
a division of Xxxxx Corporation located at 000 Xxxxx Xxxx, Xxxx Xxxxxxx,
Xxxxxxxxx 00000 agree that Printer shall print all of Customer's
requirements for the publication(s) identified as MONEY WORLD,
commencing with the July 1997 issue and continuing through the June 1999
issue. Printer shall perform those printing services in accordance with
the specifications and within the times(s) set forth, respectively, in
the attached Specifications Schedule, and the Production Schedule either
attached or (If not attached) established by mutual agreement of the
parties conforming to Section 24 below. This Agreement shall also apply
to other, future work performed by Printer for Customer, as provided in
Section 22 below. Upon expiration of the initial term, this Agreement
shall be renewed for successive periods of one (1) year each, unless
either party gives written notice to the other party of its intent to
terminate this Agreement not less than thirty (30) days prior to the
expiration of the initial or any successive renewal term.
2. Prices, Prices for Printers services are set forth in the attached
Price Schedule. Those prices are based upon (I) Printers labor costs on
the date of this Agreement, (ii) Printer's material costs on the date of
this Agreement and (iii) Customers specifications set forth in the
Specifications Schedule. Any volume or trade discounts earned with
respect to materials or services utilized by Printer or for which
Printer contracts on behalf of Customer in connection with Printers
performance under this Agreement shall be and remain the property of the
Printer.
Prices may be adjusted by Printer to reflect additional costs resulting
from changes In quantities or specifications; such adjustments will be
calculated at Printer's standard rates in effect on the date of such
changes, if applicable, and otherwise on any reasonable basis
established by Printer. Prices may also be adjusted as provided in
Section 3. Whenever practical, Printer shall provide reasonable advance
notice of price adjustments.
Customer recognizes that Printers prices are exclusive of: (a)
transportation charges, (b) charges for storage of paper and other
materials furnished by Customer and of finished goods produced by
Printer and (c) any manufacturer's, retailer's occupation, use, sales,
excise, value added or other tax, or any charge of any nature whatsoever
imposed by any governmental authority. Any such tax or charge shall be
the responsibility of the Customer; charges for storage and
transportation by Printer shall be based on Printer's standard rates in
effect from time to time.
3. Price Adjustments.
A. Except as provided in Section 2 above and In subsections 3B and 3C
below, prices In this Agreement shall remain firm through the June 1998
issue. Prices may be adjusted after the first12 months to
proportionately reflect any increases or decreases, since the effective
date of this Agreement, in labor costs, including, state or federal
social security taxes or other taxes related to labor utilization, not
to exceed two percent (2%) annually.
B. If at any time after the effective date of this Agreement Printer's
costs of materials employed in connection with its services under this
Agreement, including but not limited to film, plates, ink, adhesives and
energy or utilities, but excluding paper, shall increase or decrease,
then the prices for Printer's services shall be adjusted in proportion
to such increase or decrease, effective the date of the cost increase or
decrease to Printer.
C. If at any time after the effective date of this Agreement the
Printer's purchase order cost of paper required In the performance of
Printers services under this Agreement shall Increase or decrease, then
the prices for Printer's services shall be adjusted in proportion to
such increase or decrease, effective the date of the change in the
Printer's purchase order cost.
0. Printer will, on or before the effective date of any price change
under this Agreement, provide to Customer notice and an explanation of
such change, together with appropriate supporting data.
4. Payment Terms.
A. Net payment shall be due with incoming-material, except as provided
in subsection C below. Customer may deduct from invoice an amount equal
to five percent (5%) of manufacturing and two percent (2%) of paper,
excluding freight, postage and overnight charges. In the event that
Printer commences legal action to collect any sums due to Printer under
this Agreement, Customer shall be responsible to reimburse Printer for
Printer's costs of collection, including but not limited to Printer's
attorneys' fees. Past-due invoices are subject to a service charge of
1-1/2% per month on the outstanding balance or, if less, the maximum
such charge permitted by applicable law. Upon notice to Printer pursuant
to Section 16, disputed items shall not be subject to a service charge,
provided that Customer does not withhold payment of undisputed amounts.
B. Printer shall invoice Customer as follows:
(1) Preparatory work, plates, presswork, binding, cartons, pallets,
services preparatory for mailing finished work, freight and shipping
charges, and paper furnished by Printer - upon completion of Printer's
services with respect to each shipment of work under this Agreement;
provided, however, that if the Customer delays the performance of
Printer's services as established in the Production Schedule, printer
may invoice for services rendered to date.
(2) Storage of paper and other materials finished work produced by
Printer-as incurred by Xxxxxxx.
C. In advance of the mailing date for publications to be mailed,
Customer shall deposit in the appropriate postal service office
sufficient funds to cover all postage, permit fees and other postal
service charges.
5. Production Schedule. Each of the parties will use its best efforts to
comply with the Production Schedule at all times. Customer's delay in
furnishing and/or returning all paper, copy, specifications, artwork,
proofs, copies or other material in accordance with the Production
Schedule may result In an extension of scheduled delivery date(s) and/or
additional charges to Customer for accelerated production at Printer's
standard overtime rates then in effect.
6. ~ Printer shall furnish Customer the proofs and materials set forth
in the Specifications Schedule; and Customer shall return to Printer one
set of proofs for each completed page indicating any and all changes
(editorial and art). Press standing time awaiting Customer's approval
shall not be charged to Customer unless press standing time is deemed
unreasonable. If unreasonable amount of time is required by Customer,
and Customer has been notified, Customer shall be charged at Printer's
standard rate then in effect for press standing time. Printer shall not
be liable for errors or subsequent corrective costs for work completed
pursuant to Customer's approval or for errors due to Customer's failure
to order proofs, refusal to accept proofs, failure to return proofs
marked with changes, or Customer's instructions to proceed without
submission of proofs.
7. Materials Furnished by Customer. Paper stock, film (negatives and
positives), and other materials furnished by Customer shall be property
packed, free from dirt, grit, torn sheets, bad splices, etc. and shall
comply with the specifications set forth in the Specifications Schedule,
and with S W 0 P standards. Additional costs due to delays, impaired
production or the necessity to repair or replace such materials because
of Customer's failure to meet such standards shall be charged to
Customer at Printer's standard rates then in effect. Semi-finished
materials or covers furnished by Customer shall include manufacturing
waste allowances Printer deems adequate and shall be adjusted to
Printer's count.
Printer shall not be liable for the fitness of any materials furnished
by Customer unless directed by Customer, at additional cost to Customer,
to make corrections, repairs, or substitutions Printer deems necessary.
In no event does Printer assume responsibility for color fidelity of
finished goods made from film furnished by Customer, unless proofed by
Customer to Printer's requirements.
In the event Customer furnishes paper, a sixty (60) day written
notification of such change to Printer is required.
8. Responsibility for Content: Right to Rescind. Customer warrants that
any matter it furnishes for printing pursuant to this Agreement does not
infringe any copyright or trademark, is not libelous or obscene, and
does not otherwise violate any law or infringe the rights of any third
party. Customer agrees to indemnity and hold Printer harmless against
all losses, claims. damages, liabilities and expenses, including
Printer's attorneys' fees, which Printer may incur as the result of any
claims of such violation or Infringement. Printer shall have the right,
without liability of any kind to Customer, to refuse to print any
publication containing material that, in Printer's good faith Judgment,
(a) may give rise to such claims, or (b) be considered scandalous or
offensive to some viewers or readers.
9. Business Reply Mail. Customer shall be responsible for complying with
all postal service requirements concerning business reply mail; and
Printer shall not be liable to Customer for any damages or claims
whatsoever in the event that business reply malt is rejected by the
postal service.
10. Quantity Variation. Variations in quantity of 1% over and 0% under
quantities ordered shall constitute acceptable delivery; and the excess
or deficiency shall be charged or credited at the "additional thousands"
rate set forth in the Price Schedule.
11. Warranty. Printer warrants that its services shall be performed
according to the terms of this Agreement and standards acceptable in the
printing industry. However, due to differences in equipment, paper,
inks, and other conditions between the color proofing and production
pressroom operations, a reasonable variation in color between color
proofs and the completed job, and a reasonable variation on press, may
exist. Work containing such variations shall be considered in conformity
with this warranty.
12. Risk of Loss. The risk of loss of finished work shall pass to the
Customer F.O.B. the facilities at which the same was printed, upon the
earlier of Printer's delivery to carrier or postal service, or delivery
into storage, regardless of whether the transport medium or storage
facilities are owned and/or operated by Printer. The risk of loss of
property furnished and/or owned by Customer shall be on Customer while
such property is at the facilities at which printing is to occur,
whether before or after the printing process, and while In transit to
and from those facilities. Printer shall bear the risk of loss during
the printing process to the extent of any all-risk insurance coverage
therefor.
13. Passage of Title, Title to finished goods shall pass to Customer
upon the earlier of Printer's delivery to carrier or postal service, or
delivery into storage, regardless of whether the transport medium or
storage facilities are owned and/or operated by Printer. Artwork,
drawings, sketches. dummies, film positives, negatives, and separations
furnished by Printer shall become the property of Customer upon
completion of printing and payment therefor; provided, however, that if
such items are furnished by Printer by subcontracting the production
thereof, then title thereto shall pass to Customer upon shipment to
Printer. All printing plates shall be and remain the property of
Printer.
14. Storage. Customer's materials which are in film form shall be stored without
charge for a period of 12 months from the time of last use and thereafter
destroyed. If Customer's materials other than film are not shipped within 24
hours after notification to Customer that they are ready to be shipped, for any
reason beyond Printer's reasonable control, including but not limited to
Printer's retention of such materials pursuant to Section 18 below, Printer may
store such materials at Customer's risk in a warehouse or at the facilities at
which printing occurred, and Customer shall pay all resulting handling,
transportation and storage charges as invoiced by Printer.
15. Contingencies. Printer shall not be liable for any delay or failure to
perform under this Agreement if such delay or failure to perform arises out of
causes beyond its reasonable control, including but not limited to fires, severe
weather and other acts of God, accidents, governmental acts and regulations,
Inability to obtain materials or carrier space or equipment, or delays of
suppliers or carriers. Printer shall give notice to Customer of any such
condition within a reasonable time after it arises.
If Printer's operations are suspended for any of the above causes for a period
of greater than 10 days, Customer shall have the right to have the services
covered by this Agreement performed elsewhere. However, Customer shall not make
such arrangements for a longer period than is reasonably necessary; and it is
agreed that when Printer resumes operations, upon 30 days prior written notice,
Printer shall be entitled to provide all services in connection with all
subsequent work covered by this Agreement. Customer shall have the right in the
situation first described in this paragraph to remove from Printer's plant any
and all completed work, proofs, film, paper, and other material and uncompleted
work only upon payment to Printer for all services rendered and materials
furnished or ordered by Printer prior to the date written notice of Customer's
election to have said work completed elsewhere is received by Printer, and only
subject to Printer's rights under Section 18 below.
16. Claims, All claims for defective or damaged product or for shortages must be
made by Customer in writing fully setting forth the nature of the alleged
defect, damage or shortage, within 10 days after Customer's receipt thereof.
Customer's failure to so notify Printer shall constitute irrevocable acceptance
of the product and a waiver of any claim of defect, damage or shortage. Claims
for damage or loss in transit must be made by Customer directly against the
carrier.
17. Limitation of Remedies. Customer's sole and exclusive remedy for Printer's
negligence or other tort, breach of warranty or contract or any other claim
arising out of or connected with this Agreement shall be the return of the
selling price allocable to that portion of the work which is nonconforming or,
at Customer's option, printing of a correction in subsequent work, if
applicable.
IN NO EVENT SHALL PRINTER BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, WHETHER FOR BREACH OF CONTRACT OR WARRANTY. NEGLIGENCE OR OTHER TORT OR
ON ANY STRICT LIABILITY THEORY.
Except with respect to a claim brought against Printer by a third party,
including, without limitation, a claim of the type referred to in Section 8, (a)
Customer shall not be liable to Printer beyond the contract price and other
charges and costs permitted under this Agreement, and (b) Customer shall not be
liable for any special, indirect or consequential damages, whether for breach of
warranty, negligence or other tort on any strict liability theory.
18. Printer's Security Interest and Rights Upon Customer's Default. By execution
of this Agreement, Customer grants to Printer a security interest in any
property of Customer which may at any time come into the possession of Printer,
to secure all obligations of Customer to Printer, whether arising prior or
subsequent to the effective date of this Agreement, and whether or not arising
out of or relating to this Agreement. If any amount due Printer from Customer
shall remain unpaid at the due date, or if Customer defaults in the performance
of any other covenant or condition of this Agreement or any other agreement with
Printer, Printer shall have the right to terminate its obligations under this
Agreement, to declare immediately due and payable all obligations of the
Customer for the work theretofore furnished by the Printer under this Agreement,
to retain possession of any product or materials owned by Customer (including
but not limited to work-in-process and undelivered work) pending payment in full
of all such obligations, to change credit terms with respect to any further work
furnished by Printer, and/or to suspend or discontinue any further performance
for Customer until overdue amounts are paid in full and until cash or security
satisfactory to Printer covering further work, as may be required by Printer, is
deposited in advance with Printer. These rights of Printer shall be in addition
to and not in substitution for any other rights of Printer and suspension or
discontinuance of work by Printer pursuant to this Section shall not in any way
prejudice any claim or right of action which Printer may have by reason of any
breach of this Agreement or any other agreement by Customer.
Agreed to:
Corporate Relations Group. Inc.
(Customer)
By: Xxx Xxxxxx /s/
Title: CFO ___
Date: 5-23-97__
19. Right to Assurance. Whenever either party in good faith has reason to
question the ability or intent of the other party to perform, the party having
such question may demand in writing adequate assurance from the other party of
its ability or intent to perform, and may suspend performance under this
Agreement pending such assurance. In the event that such a demand is made and
such assurance is not given within a reasonable time, the party having made such
demand may treat that failure as an anticipatory repudiation of this Agreement
and exercise any appropriate remedy for repudiation.
20. Bankruptcy. If Customer makes an assignment for the benefit of creditors, or
admits in writing Its failure or inability to pay its debts as they become due,
or becomes the subject of an "order for relief' within the meaning of that
phrase in the U.S. Bankruptcy Code, or applies for or consents to the
appointment of a receiver for any of its property, Printer may terminate this
Agreement at any time, effective immediately upon notice. Such termination shall
not relieve either party from any obligations accrued under this Agreement up to
the date of notice of termination.
21. Waivers. No waiver by either party of any default by the other in the
performance of or compliance with any provision, condition or requirement in
this Agreement shall be deemed to be a waiver of, or in any manner release such
other party from compliance with any such provision. condition or requirement in
the future: nor shall any delay or omission of either party to exercise any
right under this Agreement or otherwise in law in any manner impair the exercise
of any such right thereafter.
22. Other Work. In the event that, at any time during the term of this
Agreement, Customer requests that Printer perform any work not related to the
publication(s) identified in Section 1 above, and Printer agrees to do so, all
rights and liabilities of Customer and Printer arising in connection with such
other work (as well as the rights and liabilities of the parties in connection
with Printer's work on the publication(s) Identified in Section 1 above) shall
be governed exclusively by the terms and conditions contained in this Agreement:
provided, however, that, with respect to such other work, the Specifications,
Price and Production Schedules to this Agreement shall be superseded by
specifications, scheduling terms, quantities and prices set forth in accepted
orders, to the extent that the same are inconsistent with such Schedules. No
additional or different terms contained in any of Customer's forms or other
correspondence shall be of any force or effect.
23. Entire Agreement. The attached Specifications Schedule and Price Schedule
and the Production Schedule either attached or established in accordance with
this Agreement form a part of this Agreement. This Agreement, together with such
Schedules, is intended by the parties as the final and exclusive expression of
their agreement, superseding all prior oral or written agreements,
understandings, negotiations, representations and correspondence between the
parties, on the subject of this Agreement. There are no conditions to this
Agreement not expressed in this Agreement.
24. Amendment. Except as provided in Sections 2 and 3, this Agreement, including
the Schedules made a part of this Agreement, may be amended or supplemented only
by a writing signed on behalf of both of the parties by their duly authorized
representatives. In the event that the Production Schedule is not attached,
mutual agreement to a Production Schedule shall be established only by a writing
so signed.
25. Assignment. Customer shall not assign any of its rights under this Agreement
without the prior written consent of Printer. Subject to any required consent,
this Agreement shall inure to the benefit of and shall bind the successors and
assigns of the parties to this Agreement.
26. Notices, Notice required or permitted by this Agreement shall be deemed
given only upon enclosure of such notice in an adequately post-paid envelope,
deposited in a U.S. Post Office. sent certified mail - return receipt requested,
and addressed to the party to be given notification at the address to which it
has previously notified the party giving notice that notices are to be sent or,
otherwise, to the address for the party receiving notice first set forth in this
Agreement.
27. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the state of Florida.
28. Quality. Performance and Termination. If Printer shall fail in any material
respect to perform the work, in accordance with the agreed upon standards or
schedules, except for (i) any failure caused by Customer's failure to meet any
of its obligations in the production schedule, or (ii) any failure caused by
Customer's original material, the Customer shall have the right to terminate
this Agreement pursuant and subject to the following provisions: Customer shall
give Printer written notice specifying in detail the failure or failures it
claims. If such failures occur in 3 or more issues within the same 12 month
period, Customer shall have the right to terminate this Agreement by giving
Printer written notice to that effect, in which case this Agreement will
terminate sixty (60) days thereafter. In the event of such termination, Customer
shall be obligated to make full payment to Printer for the work in process and
further work performed by the Printer under this Agreement. Upon request,
Printer shall deliver to Customer F.O.B. Printer's dock, all artwork, film,
paper and other property of the Customer then in possession of the Printer, upon
full payment of amount owed to Printer.
If the above terms are satisfactory, please sign two copies of this document and
return them. It will then be an offer, subject to acceptance by an authorized
agent of Printer at any time prior to 10 days after the date first above
written, Upon acceptance, Printer will return one fully executed copy of the
Agreement to Customer and this Agreement will be a binding contract between
Printer and Customer.
Respectfully submitted,
By________________________________________________________________________
Agreed to:
Xxxxx Publication Group
(a Division of Xxxxx Corporation)
("Printer")
By; /s/__________________
Title: President_____________
Date: 5-23-97_______________
2
AMENDMENT TO AGREEMENT
DATED MAY 22, 1997
BETWEEN
XXXXX PUBLICATIONS GROUP ("PRINTER")
AND
CORPORATE RELATIONS GROUP, INC. ("CUSTOMER")
APRIL 7, 1998
The Customer and Printer agree to amend the original Agreement dated May 22,
1097 in consideration of the mutual covenants contained herein. The parties
agree to the following changes to the Agreement
1) The term of the Agreement Is extended for one and a half additional
years, through December 31, 2000.
2) Upon execution of this Amendment, manufacturing prices shall be
adjusted effective, with the May, 1998 issue of Money World. Such
prices, shall remain firm through the extended term of the Agreement and
will not be adjusted as provided for under section 3A of the Agreement.
3) Upon acceptance of this Amendment, Printer will furnish Customer a
revised price schedule containing those prices used to prepare Estimate
3395-1, Including Printer's agreement to eliminate the charge for
digital proofs.
The Customer and Printer agree that all new existing work will be bound
by all other terms of the Agreement.
CUSTOMER'S ACCEPTANCE: PRINTER'S ACCEPTANCE:
CORPORATE RELATIONS GROUP, INC. XXXXX PUBLICATIONS GROUP
1947 Xxx Road 000 Xxxxx Xxxx
Xxxxxx Xxxx, XX 00000 Xxxx Xxxxxxx, XX 00000
By: Xxxxxx Xxxxxx_/s/____________ By: ______/s/________________
Title: President___________________ Title: President_______________
Date: _____April 8, 1998_______________ Date: April 7, 1998____________
