Exhibit 99.11
PRODUCT RECOGNITION CAMPAIGN AGREEMENT
This PRODUCT RECOGNITION CAMPAIGN AGREEMENT (the "Agreement") is entered
into this 1 day of January, 1998 by and between Marketing Direct Concepts,
Inc., a Nevada Corporation, located at 000 X. Xxxxxx, Xxxxx 000, Xxx Xxxxx,
XX 00000 ("MDC") and Saf T Lok Incorporated, located at 00000 X.X. Xxxxxxx
Xxxxxxx, Xxxxxxxx, XX 00000 (the "Company").
Section 1
Product Recognition Campaign
The Company hereby engages MDC to design and execute a product recognition
campaign for the benefit of the Company. It will be comprised of the
following components (collectively the "Campaign") and is designed to create
a higher level of recognition for the Company's products:
(a) MDC will develop, design, and implement a National Product
Recognition Campaign on behalf of the Company. The objective of the Campaign
is to expose the Company and its product line to the general public and news
media services. The Campaign shall consist of describing the Company's
products and the products' advantages over competing products. The Campaign
will also consist of demonstrating the disadvantages of competing products to
the public who do not, or will not, use the Company's product. The Campaign
shall be disseminated by MDC through local and national public relations
efforts.
(b) MDC will contact 50 print, radio and television media entities per
month in order to introduce the Company and its unique products to those media
entities and shall provide that informational material developed by MDC's
Advertising Department to those media entities.
(c) MDC will utilize its media resources and its E-mail database. MDC
will build up, on a daily basis through special software programs, a list
which will include the E-mail addresses of gun owners and people who work
with or are associated with guns. The list will be constantly edited and
updated and will be used to disseminate information about the Company and its
products.
(d) MDC will provide the Company with a summary distribution report. The
reports will include that information which is available regarding those
persons or entities MDC contacted during each month, including those contacted
from MDC's media and E-mail databases. The information which MDC shall
provide to the Company includes, but is not limited to, geographic locations
of those contacted, whether the contact is a business or individual; and if
a media entity was contacted, its geographic location, what type of media
(print, radio, television) the entity is engaged and how large an entity it
is.
(e) MDC will prepare a Company Information Report, based on information
provided by the Company. Such Information Report may be distributed by either
the Company or MDC, with the printing and mailing costs to be paid by the
Company. It is understood that MDC will not be obligated to make an
independent investigation of any information provided by the Company, and that
MDC will have the right to rely exclusively upon the accuracy of statements
and documents provided by the Company.
Section 2.
Campaign Term
The Campaign will commence on January 1, 1998 and will terminate December 31,
1998.
Section 3.
Payment Terms
Further, the Company shall pay to MDC Ten Thousand Dollars ($10,000.00) per
month for the duration of this Agreement. This payment shall be due on or
before the 5th day of each month for the duration of this Agreement, provided,
however, that the first payment shall be due on or before January 12, 1998.
In the event the Company fails to pay such monthly payment for a period of 30
days, MDC shall be entitled to suspend the Campaign until such monthly payment
is paid to MDC.
Any costs to be incurred by MDC, such as magazine subscriptions, news wire
services, mailing costs, literature product costs and any other costs
associated in producing a successful public relations Campaign should all be
borne by the Company. All such costs will require prior written approval by
the Company before MDC can incur any of the actual expenses. The Company
understands that such services as mentioned above can become an integral part
of the Company's PR Campaign. Therefore, the Company agrees to expedite such
approval when requested by MDC. The Company further understands that the
Campaign can be dramatically effected if MDC is not able to utilize all of the
outside services it requires.
MDC shall provide a monthly invoice on all approved purchases to the Company,
and the Company agrees to pay such invoices within 15 days of presentation.
In the event the Company fails to pay such additional expenses within a period
of 30 days from the date the invoice is presented to the Company, MDC shall be
entitled to suspend the Campaign until such additional expenses are paid to
MDC.
Section 4.
Representations, Warranties and Covenants
MDC hereby represents, warrants and covenants to the Company as follows:
(a) MDC will utilize its best efforts to design the Campaign in a manner
most beneficial to the Company. However, it is understood that MDC makes no
representations or warranties regarding the eventual impact of the Campaign
upon the sales of the Company's products.
(b) MDC shall comply with all applicable laws in connection with the
activities contemplated by this Agreement including, but not limited to, the
federal and state securities laws.
(c) MDC is aware of the legal restrictions on the use of and publication
of material considered to be non-public, or insider, information. MDC further
understands that, in the event it receives any such information, it has
received that information in confidence and will not disclose that information
to any third party or use that information for its own benefit or for the
benefit of its employees or directors.
The Company hereby represents, warrants and covenants to MDC as follows:
(a) The Company agrees that it will make the monthly payments due under
this Agreement, as set forth in Section 3 above.
(b) All information provided by the Company to MDC regarding the Company's
products shall be true, complete and accurate in all material respects. In
the event any such information is required to be disseminated to the public
prior to the inclusion of such information in any of the above Campaign
activities to be conducted by MDC, the Company will use its best efforts to
disseminate such information to the public in a timely fashion. The Company
further represents that it will provide MDC with written updates of product
information which cause the information previously provided to MDC by the
Company to be significantly inaccurate.
(c) The Company agrees to indemnify and hold harmless MDC and each of its
officers, directors, agents, employees and controlling persons to the fullest
extent permitted by law, from any and all losses, claims, damages, expenses
(including reasonable attorney fees) actually incurred by MDC as the immediate
result of the Company providing MDC inaccurate or false product information.
Section 5.
Confidentiality
MDC agrees that, during and after the term of this Agreement, it will not
disclose to any third party, or authorize any third party to use information
relating to the business or interests of the Company which MDC knows, or has
reason to know, is regarded as confidential and valuable to the Company, unless
the Company expressly authorizes MDC to do so in writing. MDC and the Company
agree that, in determining whether information is confidential information
and/or a trade secret, the fact that such information is not marked
"confidential" will not adversely affect its confidentiality or trade secret
status. Upon the termination of this Agreement, MDC shall return all of the
information provided to it by the Company.
Section 6.
MDC's Services to Others
Nothing in this Agreement shall be construed to limit or restrict MDC from
conducting the services contained herein for third parties. MDC shall provide
the services hereunder as an independent contractor, and not as an employee of
the Company. MDC shall have no authority to act for, represent or bind the
Company, or any of its affiliates, except as expressly agreed to in writing by
the Company.
Section 7.
Miscellaneous
(a) Notices. Any notice required or permitted to be given hereunder shall
be given in writing and shall be mailed to the other party by way of certified
mail, return receipt requested; overnight delivery; or facsimile as follows:
If to MDC:
Marketing Direct Concepts, Inc.
Xxxxxxx Xxxxxxxxx, President
000 X. Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
If to the Company:
Saf T Lok Incorporated
Xxxx X. Xxxxxxx, President
00000 X.X. Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
(b) Early Termination of Agreement. The Company may terminate the services
of MDC, without cause, during the term of this Agreement provided that, upon
such early termination, the Company pay for those additional advertising
expenses actually incurred up to the date of early termination and detailed in
an invoice, as set forth in Section 3 herein. All monies paid and shares of
common stock delivered by the Company at the time of early termination without
cause are deemed non-refundable.
(c) Waiver. Either party to this Agreement may waive, in writing, a breach
of any provision contained in this Agreement. Such waiver shall not be
construed to be a waiver of any other provision contained in this Agreement.
The failure of either party to insist upon the strict compliance of any
provision contained in this Agreement shall not be considered to be a waiver
of that provision and shall not restrict the right of that party to sub-
sequently insist upon the other party's strict adherence to that provision.
(d) Entire Agreement. This Agreement shall be deemed to be the entire
agreement between the parties and may only be changed with prior written
approval by both parties.
(e) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Company, MDC and their respective successors and assigns.
Provided, however, that any assignment of this Agreement shall be void unless
the assignment has been expressly approved in writing by the other party prior
to the assignment.
(f) Termination for Breach of Agreement. In the event any representation,
warranty or covenant contained in this Agreement is breached by either party,
and such breach continues for a period of ten business days after the breaching
party receives written notice of the breach from the non-breaching party, the
non-breaching party shall be entitled to terminate this Agreement.
(g) Severability. If any provision contained within this Agreement is
deemed to be invalid, illegal or unenforceable, all other provisions shall be
deemed to be in full force and effect such that the Agreement is enforceable
as if the invalid, illegal or unenforceable provisions were not a part of the
Agreement.
(h) Counterparts. This Agreement may be executed in several counterparts,
each of which, when taken together, shall be deemed to constitute the entire
Agreement. Receipt of a signature via facsimile shall be deemed to be an
original signature.
(i) Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Florida. In case of any dispute arising from this
Agreement, both parties agree to utilize arbitration as the means of settling
any such disputes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
MARKETING DIRECT CONCEPTS, INC. SAF T LOK INCORPORATED
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx
Xxxxxxx Xxxxxxxxx, President Xxxx X. Xxxxxxx, President
