Sample Business Contracts

Public Relations Services Agreement - Pat Meier Associates Inc. and Instant Video Technologies Inc.

Sponsored Links

                            PAT MEIER ASSOCIATES P.R.

                           PAT MEIER ASSOCIATES, INC.

(1) PARTIES:  The parties to this Agreement are Pat Meier Associates,  Inc., 120
Broadway Street, San Francisco,  CA 94111 (PMA) and Instant Video  Technologies,
Inc., 500 Sansome St, Suite 503, San Francisco, CA 94111
(2) PURPOSE OF AGREEMENT:  PMA and Instant Video  Technologies,  Inc.  desire to
enter into a  contractual  relationship  whereby PMA acts as a public  relations
agency for Instant Video  Technologies,  Inc. upon the terms and  conditions set
forth below.


         (a) PMA will undertake specific tasks at the direction of Instant Video
Technologies,  Inc. in the area of public relations. Instant Video Technologies,
Inc.  will  periodically  confirm the tasks in writing and present  them to PMA.
These tasks will be performed to the fullest extent  possible by PMA. It is also
agreed  by PMA  that it will  maintain  complete  and  accurate  records  of all
activities  performed  on behalf of Instant  Video  Technologies,  Inc. PMA will
endeavor to supply reasonable  supporting details as Instant Video Technologies,
Inc. may require.

         (b)  Instant  Video  Technologies,  Inc.  grants  PMA full  rights  and
authority to undertake  public  relations  activities on behalf of Instant Video
Technologies,  Inc.  throughout the United States.  Instant Video  Technologies,
Inc.  provides  PMA with the right and  authority  to solicit  introductions  to
Instant Video  Technologies,  Inc. and its product(s) from any potential editor,
industry analyst,  broadcast  producer,  print or broadcast media,  Internet web
site or other editorial interested party.

         (c) The terms of reference by PMA to public relations  targets shall be
the terms established by Instant Video Technologies,  Inc. who shall provide PMA
with product specifications and marketing direction as may be modified from time
to time.

         (d) Fees are due and payable on the first day of each month.  A payment
will be deemed late, for purposes of this  agreement,  if not received by PMA by
the  fifth  day of each  month.  Trade  shows,  Media  Tour and  ongoing  Public
Relations  fees are billed on the first of the month one month ahead and are due
on the first day of the following  month,  e.g., May fees are billed on April 1,
and are due and payable May 1. Additional  services will be individually  billed
and are due and payable net thirty (30) days.

Starting  December 5, 1998 Instant  Video  Technologies,  Inc.  will be billed a
public  relations fee of $8,000.00.  Each  subsequent  month the monthly  public
relations fee will be $8,000.00.  There are other activity fees on page 4 of the
budget  that  could  raise  the  total  monthly  fee.  Fees  owed to PMA are not
conditioned upon the results of the public relations services provided by PMA.

   415.392.4200 o FAX 415.392.4205 o PATMEIER@PATMEIER.COM o WWW.PATMEIER.COM


                                                Instant Video Technologies, Inc.
                                                      Public Relations Agreement
                                                                December 5, 1998

         (e) The effective date of this Agreement shall be from December 5, 1998
through  December 31, 1999. The Agreement may be terminated by either party upon
a 30 days notice in  writing.  The  parties  may  mutually  agree upon a shorter
termination  notice  period  if in  writing  and  signed by all  parties  to the
Agreement.  Any cancellation of line item activities within a one-month (30-day)
advance  period  will be  charged  to the client at 50% of the full fee for that
line item activity.

         (f) PMA is an  independent  contractor of Instant  Video  Technologies,
Inc., and not an employee of Instant Video Technologies, Inc.


         (a) Late  payments,  as  defined  in  paragraph  3(d)  above,  shall be
increased by a 1.5% late for each month the debt is due. This 1.5% late fee will
be compounded monthly.

                  {1} Out-of-pocket  expenses for any given month will be billed
the month immediately after these expenses are incurred.  PMA will require prior
authorization  from Instant  Video  Technologies,  Inc. on normal and  customary
expenses such as travel, telephone, postage,  photocopying,  release production,
dissemination  costs and so forth.  PMA will be permitted to bill Instant  Video
Technologies,  Inc.  immediately for these costs and expenses and these items of
expenses will be due and payable upon receipt.

                  {2} Fees are due and payable Net 30.

         (b) Work on this  account  may be  discontinued  without  notice if the
account is overdue in excess of 30 days. PMA has the option of resuming  service
or terminating the account after payment of the arrearage and late fees.

(5) INDEMNITY: Instant Video Technologies,  Inc. agrees to defend, indemnify and
hold PMA harmless  against any loss, cost or expense PMA may sustain or incur as
the result of any claim, suit or proceeding made,  brought or threatened against
PMA arising out of the Agreement herein Instant Video Technologies,  Inc. or any
assertions  made on behalf of  Instant  Video  Technologies,  Inc.  by PMA.  The
expenses  indemnified  against  include  reasonable  attorneys  fees  and  costs
incurred in any litigation identified above.


         (a) Attorneys Fees and Litigation Costs: In the event of a disagreement
between the parties to this Agreement, the prevailing party shall be entitled to
recover attorneys fees and costs from the non-prevailing  party.  Attorneys fees
shall be awarded  whether  the claim for relief is based on contract  law,  tort
law, or both.

         (b) Venue:  The venue where any dispute shall be maintained is the City
and County of San Francisco, State of California.



                                                Instant Video Technologies, Inc.
                                                      Public Relations Agreement
                                                                December 5, 1998

(7)  CONFIDENTIALITY:  PMA shall maintain the  confidentiality  of all trade and
proprietary  secrets that may be  disclosed  in the course of  providing  public
relations services.  Instant Video  Technologies,  Inc. shall identify to PMA in
advance and in writing  any  information  or data deemed a trade of  proprietary

(8) INTEGRATED  AGREEMENT:  This contract  constitutes  the final,  complete and
exclusive  statement of the agreement between the parties herein. This Agreement
contains all the  representations  and the entire agreement  between the parties
with respect to the subject matter of this Agreement. All other prior Agreements
are null and void and are superseded by this Agreement.

Dated: 12-15-98
       ----------------------                /s/ Pat Meier
                                             Pat Meier, President
                                             Pat Meier Associates, Inc.

       ----------------------                /s/ Richard Lang
                                             Richard Lang, CEO & Chairman
                                             Instant Video Technologies, Inc.



                                                Instant Video Technologies, Inc.
                                                      Public Relations Agreement
                                                                December 5, 1998



     The following budget reflects fees only and does not include  out-of-pocket
     costs or charges  from third  party  vendors,  nor does the budget  include
     expenses such as phone, printing, fax, disc duplication, etc.

Instant Video                       12/1998         01/1999         02/1999
Technologies, Inc.
Ongoing Public Relations            $6,709          $8,000          $8,000
Edit/evaluate Powerpoint            $500*
presentation of Burstware
Post IVT to the Pat Meier           $500*
Associates PR page, maintain for
one year
Analyst/media tour                                  $7,500
Video interview with CEO            $8,000
Richard Lang about Burstware
Post Video to PMA and ITV Web                       $500
Review IVT's by-lined sales piece                   $500
What Burstware means to the user
Book New York venue for launch      TBD
Book San Francisco venue for        TBD
launch event
Develop theme/invitations for       TBD
launch event
Partner News Release                                $750
First Major Sale News Release                       $750
Strategic Alliance News Release                     $750
Photo News release (embedded Video)                 $1,500
Development user story, viewpoint   $3,000**
article, tips, features
Technology / Third Party News
Release standard rate $1,500
Trade Show on-site
1st day $3,000
2nd day $2,000
3rd day $1,000

*   one time billable
**  only payable when the article outline is accepted by an editor