{"id":42119,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/campaign-management-services-agreement-frederiksen-television.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"campaign-management-services-agreement-frederiksen-television","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/campaign-management-services-agreement-frederiksen-television.html","title":{"rendered":"Campaign Management Services Agreement &#8211; Frederiksen Television Inc. and And Justice for All Inc."},"content":{"rendered":"<pre>\n                     CAMPAIGN MANAGEMENT SERVICES AGREEMENT\n\n         This Agreement, dated the 19th day of March, 1999, is made between\nFrederiksen Television, Inc., a Virginia corporation, (hereinafter referred to\nas 'FTV') and And Justice For All, Inc., a Florida corporation (hereinafter\nreferred to as 'Client').\n\n         The parties wish to set forth herein the terms pursuant to which FTV\nwill perform certain management services for Client. Accordingly, in\nconsideration of the mutual promises and undertakings set forth herein, and\nintending to be legally bound hereby, the parties agree as follows:\n\n         1. ENGAGEMENT AND DUTIES OF FTV. Subject to the terms and conditions of\nthis Agreement, Client engages FTV to provide the following services in support\nof Client's direct response marketing campaigns. Client may elect to have FTV\nprovide one or more or the services set forth below. The selection of any one\nservice phase below does not obligate Client to any other of the following\nservices set forth herein.\n\n                  (a) PHASE 1 SERVICES.\n\n                           (i) Evaluate the infrastructure support required and\nrecommend an appropriate inbound telemarketing and fulfillment structure;\n\n                           (ii) Following approval by Client of the proposed\ninbound telemarketing and fulfillment structure, FTV will solicit and evaluate\nbids from appropriate inbound telemarketing and fulfillment companies; and\n\n                           (iii) Recommend to Client a service provider for\ninbound telemarketing and fulfillment services.\n\n                  (b) PHASE 2 SERVICES.\n\n                           (i) Following approval by Client of the inbound\ntelemarketing and fulfillment service providers, FTV will work with those\nparties to implement the approved supporting infrastructure and communication\nlinks;\n\n                           (ii) Arrange for the inbound telemarketing scripts.\nClient shall have final approval for all telemarketing scripts and all marketing\nmaterials prior to use;\n\n                           (iii) Arrange for order fulfillment; and\n\n                           (iv) Arrange for the electronic download of orders\nand other information to Client on a regular basis.\n\n                  (c) PHASE 3 SERVICES. Following the set-up of the\ntelemarketing and fulfillment support and the commencement of the media airings,\nFTV will provide on-going management services of these support functions. These\nservices will include routine contact with \n\n\n\nthe inbound telemarketing and fulfillment centers as well as Client to evaluate\nthe results of time marketing efforts and address operational issues as they may\narise. Without limiting the scope of FTV's services hereunder, such\nadministrative and management actions include, but are not limited to:\n\n                           (i) Day-to-day management of inbound telemarketing\nservices, including the writing of appropriate inbound telemarketing script(s).\nClient shall have final approval for all telemarketing scripts and all marketing\nmaterials prior to use;\n\n                           (ii) Coordinate the fulfillment of consumer orders\nwith the appropriate service providers;\n\n                           (iii) Coordinate the processing of credit cards and\nchecks orders from and refunds to consumers.\n\n                           (iv) Coordinate the reporting of orders, customer\nnames and addresses, and other information to Client on a regular basis;\n\n                           (v) Analyze operational information for trends,\nprofitability, etc. and make recommend appropriate actions or modifications to\nthe project based on the results of such analyses; and\n\n                           (vi) Coordinate customer service for products sold to\nconsumers; and\n\n                           (vii) Address operational issues as they may arise.\n\n         2. LIMITS ON FTV AUTHORITY. FTV shall have no authority to:\n\n                  (a) Perform any act in violation of any applicable law or\nregulation thereunder;\n\n                  (b) Make, execute, or deliver any assignment for the benefit\nof creditors, or any bond, confession of judgment, guarantee, indemnity bond or\nsurety bond, except for bonds delivered in the ordinary course of business or\nbonds delivered in connection with disputed claims by or against Client or its\nassets, with the written advice of counsel to Client, without the prior written\nconsent of a majority of Client's shareholders;\n\n                  (c) Borrow from Client; or\n\n                  (d) On behalf of Client, become a surety, guarantor or\naccommodation party to any obligation, except for the deposit of items for\ncollection in the ordinary course of business.\n\n         3. INTELLECTUAL PROPERTY RIGHTS \/ PRODUCT OWNERSHIP. Any and all audio\nor video productions of marketing materials (regardless of the technique or\nformat used) created, edited, marketed or produced in accordance with this\nAgreement and all rights in connection therewith shall be the exclusive property\nof the Client. Client owns all said property and rights thereto and has the sole\nand exclusive right to copyright protection of the materials. Any published work\n\n                                       2\n\n\nperformed in accordance with this Agreement shall be considered 'work for hire'\nand shall be exclusive property of Client. Nothing in this Agreement shall be\nconstrued to confer or transfer any intellectual property rights to FTV.\n\n         4. TERM OF AGREEMENT. This Agreement is effective upon execution by\nboth parties and will continue in full force and effect until terminated by\neither party upon thirty (30) day written notice to the other. Client shall\nremain financially obligated for services and costs through the effective date\nof the termination.\n\n         5. COMPENSATION. FTV shall receive reimbursement for costs and expenses\nreasonably incurred in performing its duties upon submission of documentation\nsupporting such expenses. In consideration of FTV's rendition of services to\nClient and the performance and observance by FTV of its representations,\nwarranties, covenants and other obligations under this Agreement, Client shall\npay to FTV the compensation as set forth on the attached Schedule 1.\n\n         6. INDEPENDENT CONTRACTOR. FTV is not and shall not be an employee or\nagent of Client for any purpose whatsoever. Rather, FTV is and shall at all\ntimes remain an independent contractor. As such, FTV is solely responsible for\nthe time, manner and place of performance of its duties hereunder.\n\n         7. CONFIDENTIAL INFORMATION. Client and FTV acknowledge that in the\ncourse of performing management services hereunder, FTV may review and become\nprivy to proprietary, confidential and competitively sensitive information\nconcerning Client's business, including, without limitation: (i) marketing and\npromotional plans and strategies, (ii) information relating to contractual\narrangements with licensors, suppliers, producers performers and program\nproviders, (iv) information relating to the purchase and placement of media,\nresults of media deployment and media monitoring and tracking systems, (v)\ninformation relating to rates, costs and facilities for telemarketing, order\nprocessing fulfillment and credit card processing services, (vi) financial\ninformation beyond that which is publicly reported by Client, and (vii) other\nproprietary and competitively sensitive information (collectively, 'Confidential\nInformation'). FTV agrees to receive and hold all Confidential Information in\nconfidence and will not, without the prior written consent of Client, make any\nuse of Confidential Information for purposes unrelated to rendering the Services\nor disclose any of the Confidential Information to any person or entity except\nas may be necessary in ordinary course of rendering the Services. The duty of\nconfidentiality shall indefinitely survive the term of this Agreement.\n\n         8. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by the\nlaws of the Commonwealth of Virginia without regard to the conflict of law\nprovision thereof.\n\n         9. MISCELLANEOUS.\n\n                  (a) NOTICES. All notices, requests, instructions, consents and\nother communications to be given pursuant to this Agreement shall be in writing\nand shall be deemed received (i) on the same day if delivered in person, by\nsame-day courier or by telegraph, telex or facsimile transmission; (ii) on the\nnext day if delivered by overnight mail or courier, or (iii) on the day\nindicated on the return receipt, or if there is no such receipt, on the third\ncalendar day \n\n                                       3\n\n\n(excluding Sundays) if delivered by certified or registered mail, postage \nprepaid, to the party for whom intended to the following addresses:\n\n           If to Client:         And Justice For All, Inc.\n                                 1500 N.W. 62nd Street, Suite 404\n                                 Ft. Lauderdale, FL 33309\n                                 Attention:  Brett Merl, Chief Executive Officer\n                                 Fax:  (954) 267-0401\n\n           If to FTV:            Frederiksen Television\n                                 2735 Hartland Road, Suite 300\n                                 Falls Church, VA 22043\n                                 Attention:  Lee Frederiksen, President\n                                 Fax:  (703) 560-8292\n\nAny party may, by written notice to the other in accordance with this Agreement,\nchange the address to which notices to such party are to be delivered.\n\n                  (b) ENTIRE AGREEMENT. This Agreement contains the entire\nunderstanding of the parties with respect to the subject matter hereof and\nsupersedes all prior agreements and understandings between them.\n\n                  (c) WAIVER OF BREACH. Any waiver by any party of any breach or\ndefault of any provision of this Agreement shall not constitute a waiver of such\nprovision or any subsequent breach or default hereof.\n\n                  (d) ASSIGNABILITY. This Agreement shall be binding on and\ninure to the benefit of the parties hereto and their respective heirs,\nrepresentatives, successors and assigns, provided, however, that FTV may not\nassign this Agreement or any rights hereunder to any person or entity without\nthe prior written consent of Client, and any attempted assignment without such\nconsent shall be void.\n\n                  (e) SEVERABILITY; REFORMATION. All of the provisions of this\nAgreement are distinct and severable, and any provision of this Agreement that\nis deemed inoperative, unenforceable, void or invalid shall not affect the\noperation, enforceability, legality or validity of any other part of this\nAgreement. In the event that any of the provisions of this Agreement should be\ndetermined to be invalid or unenforceable, in whole or in part, such provision\nshall be deemed to be modified or restricted to the extent and in the manner\nnecessary to render the same valid and enforceable, or shall be deemed excised\nfrom this Agreement, as time case may require, and this Agreement shall be\nconstrued and enforced to the maximum extent permitted by law as if such\nprovision had been originally incorporated herein as so modified or restricted,\nor as if such provision had not been originally incorporated herein, as the case\nmay be.\n\n                  (f) HEADINGS. The headings of sections and subsections have\nbeen included for convenience only and shall not be considered in interpreting\nthis Agreement.\n\n                                       4\n\n\n                  (g) COUNTERPARTS. This Agreement may be executed in one or\nmore counterparts, each of which shall be deemed to be original, and all of\nwhich together shall constitute one and the same Agreement. A signature\ndelivered by facsimile shall be deemed to be an original signature and shall be\neffective upon receipt thereof by the other party.\n\n                  (h) The parties hereby agree that in the event a suit is\ninitiated with reference to this Agreement by any party, the prevailing party\nshall be entitled to an award of reasonable attorneys fees and disbursements\nincurred by such party in connection with and including but not limited to fees\nand disbursements in administrative, regulatory, bankruptcy and appellate\nproceedings.\n\n         In witness whereof, the parties have caused this Agreement to be duly\nexecuted on the first date written above.\n\nFor Frederiksen Television, Inc.             For And Justice For All, Inc.\n\nBy: \/S\/ THOMAS K. REDDING                    By: \/S\/ BRETT MERL\n   -----------------------------                -----------------------------\nName: THOMAS K. REDDING                      Name: BRETT MERL\n     ---------------------------                  ---------------------------\nTitle: VICE PRESIDENT                        Title: CEO\n      --------------------------                   --------------------------\n\n                                       5\n\n\n                          MANAGEMENT SERVICES AGREEMENT\n\n                                   SCHEDULE 1\n\n                               COMPENSATION TO FTV\n\nPhase I Services                         $1,000.00. Payable at commencement of \n                                         services by FTV.\n\nPhase 2 Services                         $1,500.00. Payable at commencement of\n                                         services by FTV.\n\nPhase 3 Services                         These services are billed at the rate\n                                         of five percent (5%) of Net Sales. For\n                                         the purposes of this Agreement, Net\n                                         Sales shall mean the gross receipts\n                                         from sales of the product or service\n                                         less refunds and chargebacks. These are\n                                         billed monthly with payment due to FTV\n                                         within fifteen (15) days from date of\n                                         invoice.\n\nMonthly minimum for Phase 3 Services     $1,000.00\n\n\nOut-of pocket expenses                   These will be billed separately as\n                                         incurred. Examples include overnight\n                                         courier charges; travel costs; costs\n                                         associated with creating product\n                                         literature; and costs for shipping\n                                         product samples and other materials to\n                                         potential distributors.\n\n                                       6\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8036],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9613,9620],"class_list":["post-42119","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-club-of-america-corp","corporate_contracts_industries-services__legal","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42119","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42119"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42119"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42119"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42119"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}