MEDIA PLACEMENT SERVICES AGREEMENT
This Agreement dated this 19th day of March, 1999, is made between
Frederiksen Television, Inc., a Virginia corporation (hereinafter referred to as
'FTV') and And Justice For All, Inc., a Florida corporation (hereinafter
referred to as 'Client').
1. FTV will act as a media placement agency for Client's television
direct response campaign for legal referral services known as 'Legal Club of
America(R).' Media placement shall mean the direct and indirect purchase of
cable, broadcast, and satellite airtime (including, without limitation, all
third-party costs associated with the placement of media, where applicable).
2. FTV shall prepare a media plan for an initial media test to be
conducted by FTV for Client, which plan shall set forth the amounts, markets,
and times mutually agreed upon in writing by the parties to this Agreement (the
'Approved Media Plan'). The first phase of an Approved Media Plan may test one
or more offers. Subsequent media will be placed by FTV for further testing and
roll-out as required and in amounts agreed upon in writing by the parties to
3. FTV and Client will make reasonable efforts to arrange for Client to
receive weekly reports, which present the media aired and the orders received
for each airing. FTV will provide additional reports as reasonably requested by
4. All production work such as dub masters, broadcast dubs, special
edits and shipping of dubs express charges are additional costs not included in
the cost of the media buys. Client agrees to pay such costs directly or to
reimburse FTV for all reasonable out-of-pocket expenses incurred by FTV, such as
UPS, Federal Express, couriers, etc. related to media placed on behalf of
5. Client will bear financial responsibility for media placed on its
behalf under the terms of this Agreement.
6. Media payment terms are cash in advance. An invoice will be
forwarded to Client for the initial media test upon receipt of the Approved
Media Plan which amount is due at least four (4) weeks in advance of the initial
media airing. As rollout commences, a schedule of media will be provided along
with an invoice reflecting media scheduled to air. Typically, this process
involves advancing money on a weekly basis at least two to four weeks in advance
of scheduled airings.
7. If FTV is trafficking tapes (edits and sending of tapes to stations)
for Client under FTV's account, then Client shall make a reasonable deposit to
FTV for such trafficking charges. The amount of this deposit will be determined
following approval by Client of the Approved Media Plan. Once the deposit is
exhausted, all charges will be due and payable as incurred.
8. Client recognizes that individual stations or other media outlets
have individual policies regarding payment terms and cancellations (typically
two to four weeks) for direct response and agrees to abide by them.
9. For the placement of media for Client, FTV will receive a media
commission as its sole compensation for the media placement services as follows:
twelve percent (12%) commission for each media test; thereafter, the parties
shall negotiate in good faith a sliding-scale commission structure based on (i)
the aggregate media placed by FTV on monthly basis; or (ii) the performance of
the media placed on a cost per order or sale-to-media cost ratio.
10. Client and FTV shall hereby mutually indemnify and hold each other,
their affiliated companies and their respective officers, directors,
shareholders, employees, licensees, agents, successors and assigns harmless from
all claims, actions, suits, demands, judgments, awards, costs of suit (including
attorney's fees and expenses) and liability arising out of the placement of
media, the airing of Client's commercials, or the performance of the terms and
conditions of this Agreement. Neither party shall have any obligations to
indemnify and hold the other harmless with respect to any claims which arise out
of or result from fraud or knowing misrepresentation by or on behalf of the
other or arising from any of its representations, warranties, covenants,
obligations, agreements or duties under this Agreement.
11. This Agreement is effective upon execution by both parties and will
continue in full force and effect until terminated by either party upon thirty
(30) day written notice to the other. Upon giving or receiving such notice of
termination, FTV shall cease to make any additional media placements, unless
otherwise instructed by Client. Client shall remain financially obligated for
any media that is booked by FTV through the effective date of the termination.
12. All notices, requests, instructions, consents and other
communications to be given pursuant to this Agreement shall be in writing and
shall be deemed received (i) on the same day if delivered in person, by same-day
courier or by telegraph, telex or facsimile transmission; (ii) on the next day
if delivered by overnight mail or courier, or (iii) on the day indicated on the
return receipt, or if there is no such receipt, on the third calendar day
(excluding Sundays) if delivered by certified or registered mail, postage
prepaid, to the party for whom intended to the following addresses:
If to Client: And Justice For All, Inc.
1500 N.W. 62nd Street, Suite 404
Ft. Lauderdale, FL 33309
Attention: Brett Merl, Chief Executive Officer
Fax: (954) 267-0401
If to FTV: Frederiksen Television
2735 Hartland Road, Suite 300
Falls Church, VA 22043
Attention: Lee Frederiksen, President
Fax: (703) 560-8292
Each party may, by written notice given to the other in accordance with this
Agreement, change the address to which notices to such party are to be
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
Commonwealth of Virginia without regard to the conflict of law provision
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be original, and all of which
together shall constitute one and the same Agreement. A signature delivered by
facsimile shall be deemed to be an original signature and shall be effective
upon receipt thereof by the other party.
15. The parties hereby agree that in the event a suit is initiated with
reference to this Agreement by any party, the prevailing party shall be entitled
to an award of reasonable attorneys fees and disbursements incurred by such
party in connection with and including but not limited to fees and disbursements
in administrative, regulatory, bankruptcy and appellate proceedings.
In witness whereof, the parties have caused this Agreement to be duly
executed on the first date written above.
For Frederiksen Television, Inc.
By: /S/ (ILLEGIBLE)
Title: VICE PRESIDENT
For And Justice For All, Inc.
By: /S/ (ILLEGIBLE)