Circulation Subscription Fulfillment Services Agreement - Palm Coast Data LLC and General Media Communications Inc.
CIRCULATION SUBSCRIPTION
FULFILLMENT SERVICES AGREEMENT
AGREEMENT dated as of October 1, 2002, between Palm Coast Data, LLC, and General
Media Communications, Inc., ("Client").
WHEREAS, PCD is in the business of providing circulation subscription
fulfillment services ("Services")
WHEREAS, the Client publishes the periodicals identified next to their
Publisher' names on Appendix I hereto (singly a "Magazine"; collectively the
"Magazines") and desires to retain PCD to provide services for the Magazines
upon the terms and conditions hereinafter set forth:
NOW, THEREFORE, it is agreed by and between the parties hereto as follows:
1. Services to be Provided by PCD (a) Client hereby retains PCD as its
exclusive source during the term of this Agreement for Services for the
Magazines. The specific services PCD will perform are set forth in Exhibit A
attached hereto and made part hereof. PCD shall notify Client without prior
request of any new statistical programs and services generally available to its
customers, which are created or become generally available for use during the
Term of this Agreement. All services to be performed by PCD hereunder will be
performed or made available in accordance with schedules established by PCD in
order to maintain such service in their normal and proper relationship to the
Basic Fulfillment Services designated as such in EXHIBIT A.
(b) Additional Services. In the event Client desires PCD to perform
Services in addition to those specified in Exhibit A, Client and PCD, prior to
their performance, shall negotiate in good faith with regard to the nature and
extent of and compensation for such additional services.
(c) Client Supplied Materials. Client shall deliver to PCD, at
Client's sole cost and expense, such subscription, promotion, circulation,
billing, correspondence, back issues and other materials and information (herein
called "Materials") as PCD shall reasonably request as necessary for PCD to
perform its services hereunder. Materials furnished by Client shall meet optical
scanning computer addressing, mechanical inserting and other specifications
furnished in writing by PCD to Client.
(d) Storage of Materials. PCD will provide, without charge,
sufficient warehouse storage space at its facility in Palm Coast, Florida, to
house approximately a three-month supply of Materials for use by PCD on Client's
behalf pursuant to this Agreement. PCD shall maintain inventory records,
recommend reordering of items in short supply, periodically report to Client on
inventory status and if requested by Client perform a year-end inventory.
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PALM COAST DATA, LLC CONTRACT
2. Term. The Initial Term of this Agreement shall commence on the date of
this Agreement first written above and shall continue for a period of three
years unless thereafter sooner terminated as provided elsewhere in this
Agreement. Upon expiration of the Initial Term, this Agreement thereafter shall
remain in full force and effect for successive one-year terms ("Renewal Terms")
unless terminated as provided elsewhere in this Agreement or by either party by
written notice given as provided in Section 14 below not less than four (4)
months prior to the end of the Initial Term or four (4) months prior to the end
of any Renewal Term thereafter.
3. Prices and Terms of Payment (a) PCD shall charge and invoice Client for
services performed and materials provided by PCD as set forth in Exhibit A
hereto upon completion of these services in accordance with the prices and rates
set forth in Exhibit A. Any special services performed during the month shall be
included at prices determined in accordance with Section 1(b) above.
(b) Third-Party Materials. All printed Materials which are provided
by PCD, either directly or from third party suppliers or services provided by
third party suppliers, shall be invoiced to Client monthly at PCD's cost plus
[*]%. As set forth in Exhibit A, items such as post cards, postage, shipping
costs and containers shall be charged to Client at cost.
(c) Billing. Client shall be invoiced by PCD separately for each
Magazine during the first week of each calendar month for Services provided
during the preceding calendar month. All charges invoiced, other than those on
which there is a valid dispute, rendered hereunder shall be payable upon
receipt. Client is responsible for paying within thirty days any and all
undisputed charges. Any such charge or invoice not paid within days of receipt
date shall be considered overdue and accrue interest thereon at the rate of [*]%
per month or the highest rate permitted by law, if less, until the time of
payment of said charge or invoice, at which time said interest shall also be
paid. Both parties shall negotiate in good faith to resolve any and all
disputes. This provision is in addition to any other remedies that PCD may have
for failure of the Client to make timely payment of its invoice.
(d) Postage. Client agrees to furnish and pay all charges in respect
of its own postage meters and to maintain its own First Class, Third Class,
Business Reply and postage deposit accounts with the United States Postal
Service in Palm Coast, Florida. Client further agrees to keep on deposit with
PCD an amount equal to the estimated postage on mailings to be made by PCD for
Client where postage is to be paid to the Post Office at the time of the
mailings, and to maintain such deposit at a level, which will cover such
estimated postage for a six-week period. Client understands that failure to
maintain such estimated postage at this minimum level will result in delayed
mailings. Client authorizes PCD to make deposits of these funds into Client's
Business Reply, Postage Due, and Permit accounts; and to request refunds from
the Post Office, if necessary, to recover excess funds deposited into these
accounts by PCD. PCD will submit a Postage Reconciliation Report weekly to the
Client, and Client agrees to pay upon receipt of such Reconciliation, amounts
necessary to replenish such account.
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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PALM COAST DATA, LLC CONTRACT
(e) CPI Increase. The prices set forth in this Agreement shall be
increased or decreased as follows:
(i) "CPI" shall mean the official "Consumer Price Index" of
the Bureau of Labor Statistics of the U.S. Department of Labor, all
urban consumers, 1982-84=100; and shall be the CPI for the 3rd month
prior to the anniversary date of this Agreement, including any
renewal terms.
(ii) On each one-year anniversary of the Effective Date of
this agreement during the term of this Agreement, including renewal
terms, the prices for each succeeding year shall be adjusted upwards
or downwards, not to exceed [*]% in any one adjustment, as follows:
New Price = Old Price x (1+ the annual percentage change in CPI)
100
(iii) If the Department of Labor should discontinue
publication of the Index, then such other Index as may be published
by the Department of Labor, or any other nationally recognized
publisher of similar statistical information, which most
approximates the discontinued Index, shall be substituted by PCD for
the discontinued Index.
(f) In the case of an increase in the Federal Minimum Wage rate over
the rate in effect as of the date of this Agreement, the prices set forth in
this Agreement shall be increased by [*] percent for each [*] per hour increase
(or pro rata for any increase or portion of [*] thereof). Such increase shall
become effective with the first invoice submitted to Client for services
performed (i) in the following January, if the increase is effective on or
between January 1-September 30, and (ii) in the following July, if the increase
is effective on or between October 1-December 31, and shall apply to all prices
covered under this Agreement attributable to persons earning the minimum wage,
satisfactory proof of which shall be supplied to Client upon request.
4. Client's Property (a) (i) Ownership of Materials; Duplicate Copies;
Liability. PCD acknowledges that all master tapes produced by it containing
Client's customer data, and all back issues, promotional material, invoices,
stationery and forms provided by Client are and remain the property of Client.
(ii) In addition to any other security measures provided for
in this Agreement, and provided that Client is not in default of
payment of any undisputed invoices or portions thereof, PCD
undertakes to supply to Client upon request, a duplicate tape of the
master list delivered within seven (7) days of Client's written
request to PCD. Client agrees that this file will only be used for
back up purposes and Client will not use this file for any other
purpose whatsoever. In the event Client breaches this provision and
uses this backup file
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
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PALM COAST DATA, LLC CONTRACT
for List Rental purposes, PCD shall have the right to adjust the
pricing for List Rental services as set forth in Exhibit A.
(iii) PCD shall be liable to Client for the destruction or
damage of any tapes and other mechanical data maintained at its
facilities, which is the property of Client however caused (except
for Force Majeure), such liability to be limited to the
reproduction, duplication or replacement of such materials by PCD.
(iv) PCD shall be liable for the loss, destruction or damage
of promotional material, back issues, invoices, stationery, forms
and the like stored at PCD's facilities with the provision that a
two (2) percent (2%) spoilage factor will be allowed to PCD on all
stock components except forms, where 5% will be allowed.
(v) PCD shall be liable to Client for the malfeasance of any
PCD employee in relation to Client's "refund account." PCD's
liability hereunder shall be limited to the amount actually lost or
taken by PCD's employee.
(b) All computer programs and data processing systems, as well
as all other equipment, systems, procedures and supplies utilized by
PCD in performing services hereunder shall be the exclusive property
of PCD.
5. Client Cooperation. Client agrees that in order to enable PCD to meet
the time schedule for the Services to be furnished under this Agreement, it
will, sufficiently in advance of each such time schedule, furnish to PCD the
postage deposits specified in Section 4 (d) and any necessary materials and
information, and extend all other cooperation to PCD. PCD's obligation to comply
with each such time schedule is contingent in each instance upon Client's
compliance with the obligation specified in the preceding sentence.
6. PCD'S Liability In the event of a breach by PCD of (i) its duties with
respect to confidentiality under Section 13 (a), its liability shall be limited
to the maximum dollar amount provided under Section 13 (a) (ii) hereof; (ii) any
of its other undertakings or obligations hereunder, its liability shall be
limited to twice the amount of charges paid to PCD for the particular Services
in connection with which the breach occurred, up to a maximum dollar amount
equal to one month's charges (averaged over the most recent 12 month period)
payable under Section 3 hereof by Client. In no event shall PCD be liable for
any consequential damages, including by way of illustration, loss of income or
profits, nor shall it be liable for any loss or damage caused by, or relating
to, a failure to the Client to perform its obligations hereunder.
7. Trade Usage. All trade and technical words and terms used in this
Agreement shall be deemed to have the meaning established by trade usage in the
business of magazine subscription fulfillment or in the operation of computers,
as the case may be, except as otherwise defined herein.
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PALM COAST DATA, LLC CONTRACT
8. Force Majeure. (a) Defined "Force Majeure" is hereby defined to be (1)
an occurrence preventing performance by PCD of its agreed-upon services herein
which is not within the reasonable control of PCD and strikes, fires,
earthquakes, floods, tornadoes and other Acts of God, war or outbreak of
hostilities, acts of Federal, State or local governments or any agency thereof,
public emergency, equipment or machinery breakdowns occurring despite PCD's due
care, and delays of carriers or suppliers; or (2) an event not within Client's
reasonable control (including any of the above) preventing specified performance
of Client's part (excluding performance by Client of an obligation to make a
payment but including acts or omissions affecting the mechanics of payment).
(b) Notice. PCD shall give Client and Client shall give PCD,
promptly notice of any Force Majeure event. Upon such event, PCD shall as
promptly as reasonably practicable (a) give telephone notice to Client, stating
the nature, cause and extent of such event and PCD's best estimate of when
operations may resume, and (b) confirm such notice in writing mailed not more
than three (3) business day after the telephone call is made. Client shall
provide telephone notice by the next business day following such occurrences,
stating the nature thereof and Client's best estimate of its duration.
(c) Client's Rights. (a) An event of Force Majeure preventing PCD's
performance shall not be deemed a breach of this Agreement. Upon receiving
notice as above provided or by any other means of an occurrence of Force
Majeure, Client, within five (5) business days after notice, shall have the
right in its sole discretion, provided that the occurrence and/or cessation of
work is continuing at the time such option is exercised, to:
(i) Promptly contract with another fulfillment service for
interim fulfillment service for a period of up to sixty (60) days (the "Interim
Period"). If this option is exercised, it is agreed that the operation if this
Agreement is not terminated, but only suspended for such Interim Period,
provided that PCD renders all possible assistance to facilitate the interim
transition. If during the Interim Period PCD notifies the Client that the
occurrence or cessation of work has ceased, Client will return the work to PCD
with all feasible promptness. Upon the expiration of the Interim Period,
provided notice has not been given of the cessation of the condition or
occurrence causing the delay or prevention of work, Client may exercise the
option set forth in "(ii)" below.
(ii) Terminate this Agreement effective thirty (30) days after
notice whereupon all the obligations, rights and liabilities of the parties
hereto shall cease and determine except those specifically designated as
surviving this Agreement.
(b) PCD's Rights. An event of Force Majeure preventing Client's
performance shall not be deemed a breach of this Agreement, but Client's
obligations to perform shall be suspended, provided, that if performance is
prevented continuously for sixty (60) days, PCD shall thereupon have the right
to terminate this Agreement and all obligations of the parties to each other
shall cease and determine, except those specifically designated as surviving
this Agreement.
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PALM COAST DATA, LLC CONTRACT
9. Termination and Rights on Termination. Rights on Termination. (a) Upon
termination or expiration of this Agreement for any reason PCD shall, within
fourteen (14) days after the effective date of such termination, provide Client
with all Client's property, the contents of the Magazines' master files, on
tape, together with file layout, narrative documentation (code descriptions),
appropriate auxiliary files (i.e., old expire files), and old cancel file,
provided that Client has made payment for all undisputed charges that have been
rendered. PCD shall provide to the successor fulfillment service designated by
Client a current master file for each Magazine, standard out-conversion
procedures and a final set of balancing and control reports to balance the
conversion, and in addition will fully cooperate in the conversion, and use its
best efforts to effect an orderly conversion. In no event shall PCD be required
to provide or disclose proprietary or confidential information of PCD, such as
computer programs and databases, all of which are and shall remain the sole
property of PCD. PCD's obligation to return Client's property and to provide a
copy of the latest master tape and necessary out-conversion services shall
survive termination of this Agreement for any reason. Upon termination for any
reason or cause provided herein, this Agreement, and all duties and obligations
of the parties of each other shall cease and terminate, except those
specifically stated to survive this Agreement. Costs for services provided by
PCD in any out-conversion process will be billed and paid by the Client in
advance of the out-conversion due date.
(b) Client's Rights to Terminate. Client shall have the right to
immediately terminate this Agreement for any material breach by PCD of any of
its obligations or undertakings hereunder which is not cured to Client's
reasonable satisfaction--within fifteen (15) days for breach of obligation to
deposit Client's funds and thirty (30) days for all other breaches-- of Client's
written notice and demand to cure, provided they are not caused by Client's own
act or omission, or an event of Force Majeure affecting PCD, and are continuing
when notice is given. Upon exercise by Client, this right shall supersede all
other inconsistent provisions of this Agreement, other than paragraph 10, and
PCD shall immediately deliver to Client the tapes of the most recent master
list, the materials set forth in paragraph 9 (a) above and any other records
necessary for proper subscription fulfillment. A material breach shall include,
but is not limited to:
(A). Failure to deliver labels of any Magazine within two (2)
weeks of schedule.
(B) Failure to deposit Client's funds received in Client's
accounts within 48 hours of receipt (excluding hours Client's Bank
is not open for business).
(C) Failure to comply in any material respect with the
provisions of Section 13 below ("Confidentiality").
(c) Bankruptcy. Notwithstanding anything in this Agreement to the
contrary, this Agreement shall automatically terminate upon the
happening
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PALM COAST DATA, LLC CONTRACT
of the following: the receivership; or voluntary or involuntary
bankruptcy of either party hereto, or the event of institution of
preceding therefore; or any assignment for the benefit of any
party's creditors; or in the event any substantial part of any
party's property is or becomes subject to any levy, seizure,
assignment or sale for or by any creditor or governmental agency
without being released or satisfied within ten (10) calendar days
thereafter.
(d) Termination of this Agreement shall be by written notice as
provided in paragraph 12 below.
10. PCD's Right to Suspend Performance. Notwithstanding anything in this
Agreement to the contrary or any present or subsequent custom or course of
dealing between the parties, PCD may suspend performance of any or all of its
obligations under this Agreement, without impairing its other remedies, in the
event Client's account is overdue, as stated in paragraph 3(c) above, or is
otherwise in breach of a material obligation to PCD hereunder. This provision
shall survive termination of the Agreement.
11. Discontinuance of Business. If PCD shall discontinue the business of
Magazine Subscription Fulfillment, or if Client shall discontinue the
publication of any of its Magazines, then the party discontinuing such business
or Magazine(s) shall be relieved from its obligations hereunder (other than
Client's obligation for payment for services or materials previously rendered or
provided by PCD) with respect to such discontinued business or discontinued
Magazines the sooner of sixty (60) days after written notice of its intention to
so discontinue is delivered to the other party, or the actual date of such
discontinuance. In the case of discontinued Magazine(s), this contract shall
remain in full force and effect as to all non-discontinued Magazines; however,
PCD shall have the right to increase the prices set forth in Exhibit A
accordingly.
12. Notice. All notices hereunder shall be given in writing and shall be
deemed given when personally delivered, or mailed -- postage paid, Certified or
Registered Mail/Return Receipt Requested -- to the addresses set forth below
(which may be changed upon notice thereof in accordance with the provisions
hereof):
If to PCD: Palm Coast Data, LLC
11 Commerce Boulevard
Palm Coast, FL 32137
Attn: President
If to Client: General Media International, Inc.
1965 Broadway
New York, NY 10023
Att: President
With copies to:
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PALM COAST DATA, LLC CONTRACT
Vice President, Circulation
And
Legal Department
Att: Associate Counsel
13. Confidentiality And Security. (a) Confidentiality. All tapes, forms,
data and any other material relating to Client, in whatever form, in PCD's
possession or control, as well as all information about Client's operations,
finances, business, or activities, of whatever nature and however obtained from
Client or transmitted to PCD by Client, ("Confidential Information") are
Client's property and shall be held in the strictest confidence by PCD.
(i) No such Confidential Information shall be disclosed to any
third party without authorization in writing from an officer or the circulation
director of Client, on a form to be provided by Client, except for disclosures
made in accordance with the terms of this Agreement or in accordance with
Client's instructions, disclosure of information which is already publicly
available, disclosure through no wrongful act of PCD, and disclosure compelled
by law.
(ii) Notwithstanding any other provisions herein, because of the
highly sensitive and unique nature of Confidential Information and the
irreparable damage to Client's business that unauthorized disclosure may have,
Client shall be entitled to injunctive relief for any breach of this Paragraph
(a). In addition, upon a breach of its obligations under this Paragraph (a), PCD
shall be liable for direct pecuniary damages suffered by Client, not to exceed,
however, the sum of One Hundred Thousand ($100,000) Dollars during any year of
this Agreement.
(b) Security. PCD shall maintain at least one copy of the master
list, as periodically updated, in a secure, fireproof off-site location, in
addition to maintaining off-site back-up files, which shall be available to
Client in the event of an occurrence of Force Majeure.
(i) Additionally, PCD shall keep all on-site information,
property and data under strict security in accordance with current standards and
technology appropriate for safeguarding confidential data.
(ii) PCD shall permit Client's representatives to inspect its
security facilities and shall follow Client's reasonable suggestions for their
improvement or modification.
(iii) The provisions of this Section 13 and all remedies provided
for herein shall survive termination of this Agreement.
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PALM COAST DATA, LLC CONTRACT
14. Assignment. This Agreement shall not be assignable by either party,
except:
(a) PCD may assign this Agreement to any successor to the
subscription fulfillment business of PCD without Client's consent, except that
if the proposed successor is (i) any of the following four categories: A men's
sophisticate; health/wellness; science, or automotive title (as such terms are
generally understood in the magazine industry); or (ii) of a category into which
any magazine acquired by Client subsequent to the execution and delivery of this
Agreement may be classified. then Client shall have the right at its election to
terminate this Agreement upon thirty (30) days written notice to PCD, and shall
have all the rights on termination set forth in and subject to the conditions of
paragraph 9(a) of this Agreement."; and
(b) Client shall assign this Agreement, as to any Magazine, to any
successor publisher of such Magazine which successor shall assume in writing all
of Client's obligations hereunder. Client shall also have the right to assign
this Agreement to any parent, subsidiary or affiliate of Client without PCD's
consent.
15. Improvements, Modifications, Etc. To facilitate improvement in the
services to be provided hereunder, to keep the service attuned to changing needs
and conditions and to meet unforeseen circumstances and changing economic or
other conditions, PCD shall have the right to make changes in any of its methods
and/or procedures whenever, in its opinion, such changes will tend to create a
net improvement, or cause no impairment, in the services furnished to Client
hereunder.
16. New Magazines. (a) If a constituent entity ("Member") of Client or any
of its affiliates or subsidiaries (the "Group") commences or acquires a consumer
magazine with a subscription circulation, Client shall have the option to add
such publication to the publications listed on Appendix I hereto subject to
PCD's consent.
(b) If Client declines to exercise the option provided for in
subparagraph 16 (a) above, Client nevertheless agrees to cause the Member to
negotiate in good faith with PCD, for PCD to provide the services set forth
herein for such magazines, before discussing the same with any third party,
provided that upon Client's notice of its desire to open such discussions and
identification of the magazine and its paid subscription circulation, PCD
indicates that it is ready, willing and able to provide the services set forth
herein for such acquired magazine. Upon receipt of such notification Client
shall negotiate in good faith with PCD and shall not during such negotiations
enter into an agreement with any third party for such services on terms more
favorable than those offered to the Member by PCD during the course of such
negotiations. If an acquired publication is subject to any existing subscription
fulfillment agreement such negotiations shall be directed toward an agreement to
take effect upon termination of the existing agreement. Should such negotiations
fail to produce a written agreement within thirty (30) days of Client's notice
to open discussions, the Member shall be free to contact for fulfillment
services with any third party.
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PALM COAST DATA, LLC CONTRACT
17. General. (a) The parties recognize and agree that nothing in this
Agreement shall be deemed to restrict PCD from performing services for any other
entity.
(b) Client shall establish a bank account in Palm Coast, Florida, in
which PCD shall deposit funds received for the account of Client. Client shall
be responsible for all expenses and assume all risks associated with the choice
and use of its Bank; including any expenses incurred by PCD in order to comply
with any requirements imposed by Client's Bank upon PCD for the deposit of
Client's funds into said Bank.
(c) This Agreement, together with the Appendices and Exhibits
hereto, constitutes the entire Agreement between the parties with respect to the
subject matter hereof as of the date hereof and supersedes all previous
agreements, representations, proposals, discussions and understandings, whether
written or oral, between the parties respecting the subject matter hereof. No
modification, amendment, supplement to or waiver of this Agreement or any of its
provisions shall be binding upon the parties hereto unless made in writing and
duly signed by both parties.
(d) A failure or delay of either party to this Agreement to enforce
at any time any of the provisions of this Agreement, or to exercise any right or
option which is herein provided, or to require at any time performance of any of
the provisions hereof, shall in no way be construed to a waiver of such
provision of this Agreement, and no waiver in any one instance shall be deemed a
continuing or ongoing waiver.
(e) The validity of this Agreement, the construction and enforcement
of its terms, and the interpretation of the rights and duties of the parties
shall be governed by the laws of the State of New York, excepting its conflicts
of laws rules.
(f) The relationship between PCD and Client is that of independent
contractors and nothing herein contained shall be construed to constitute the
parties as partners, joint ventures, or agents of one another.
(g) Should either party institute legal suit or action to enforce
any of the obligations contained herein, it is agreed that the jurisdiction and
venue of such suit or action shall be in New York County, New York, and PCD
expressly consents to Client's designation of the jurisdiction and venue of any
such suit or action; and each party consents to the exercise of personal
jurisdiction over it by the courts of the State of New York, both State and
Federal, and to the acquisition of such personal jurisdiction by service of
process upon it at the address and in the manner provided for notice in Section
12 by certified mail, return receipt requested.
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PALM COAST DATA, LLC CONTRACT
IN WITNESS WHEREOF, the parties hereto, each acting with due and proper
authority, have executed this Agreement as of the day, month and year first
above written.
GENERAL MEDIA COMMUNICATIONS, INC. PALM COAST DATA, LLC
By: /s/ R. Guccione By: /s/ John F. Meneough
---------------------------------- ----------------------------
(Authorized Signature) (Authorized Signature)
Name: Robert Guccione Name: John F. Meneough
(Type of Print) (Type or Print)
Title: Chairman Title: Pres
Date: Oct. 22, `02 Date: 10/28/02
By: /s/ John D. Orlando
----------------------------------
(Authorized Signature)
Name: John D. Orlando
----------------------------------
Title: President/COO
Date: 10/25/02
----------------------------------
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PALM COAST DATA LLC EXHIBIT A CONTRACT
I. 'BASIC FULFILLMENT SERVICES
A. TRANSACTION PROCESSING, CASHIERING, AND ENTRY
1. Receive, flash, and open incoming mail presorted by Post
Office box numbers.
2. Deposit subscription money into Client bank account.
3. Receive and process agency subscriptions.
4. Enter direct mail orders, renewals and invoice payments with
scannable codeline, laser printed per PCD specifications.
5. Enter and quality control all other basic fulfillment
transactions.
B. MASTERFILE MAINTENANCE
1. Maintain, in machine-readable format, subscription data
necessary to both facilitate the fulfillment process and
provide information for client's circulation, distribution,
advertising and finance departments.
2. Update the Masterfile for the magazines weekly.
3. Suspend service after the specified number of issues
delivered.
4. Cancel for non-payment (mass cancel) seven (7) months after
entry of order.
5. Maintain expired subscriptions for a period of six (6) months
on the current Masterfile.
6. Maintain the prior address of a change of address record for a
period of up to twelve (12) months.
7. Maintain a file of expired subscription records for a period
of two (2) years.
8. Maintain a file of bad debt subscription records for a period
of one (1) year.
C. CUSTOMER SERVICE MAIL
1. Search the Masterfile or other files required to satisfy
subscriber inquiries.
2. Execute any necessary file adjustments.
D. MAILING LABEL PREPARATION
1. Furnish to the printer 4-up East/West or 4-up North/South
labels, magnetic tape or cartridge. Media will be supplied
sufficiently in advance of the established mail date in
accordance with the schedule mutually agreed to and selection
criteria specified by Client.
2. Provide to the printer supplemental labels selected weekly
after the main issue labels.
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PALM COAST DATA LLC EXHIBIT A CONTRACT
E. RENEWAL PROMOTION
1. Select and address regular renewal promotions by expire,
effort, test code and source up to a total of nine efforts to
be mailed by PCD.
F. INVOICING
1. Select and address regular invoicing by bill group, effort,
test code and source up to any number of efforts within a six-
(6) month period.
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PALM COAST DATA LLC EXHIBIT A CONTRACT
G. GIFT PROCESSING
1. Select and address a total of four renewal forms to the donor,
on a form not to exceed eleven (11) inches in length, listing
names and addresses of all the recipients.
2. Select and address a total of four invoice forms to the donor,
on a form not to exceed eleven (11) inches in length, listing
names and addresses of all the recipients.
3. Maintaining the donor recipient relationship on the
masterfile.
II. PRICE OF BASIC FULFILLMENT SERVICE
A. LABEL RATE
1. PCD will charge the following which will be billed prorata
based on the frequency of each Magazine:
[*] PER NAME/YEAR
This is an inclusive rate that covers all the basic services
described above. Should the client elect to change its method of
conducting business that impacts PCD's net income on the services
listed below, PCD shall have the right to adjust the prices above to
offset the lost profits. These services include, but are not limited
to, presorts, barcoding, list rental fulfillment, USPS processing
for labels, invoices and renewals and customer service functions.
B. LABEL PREPARATION
1. USPS presorts, palletization, reporting for active copies
[*]/M
2. Address Standardization (Barcoding) [*]/M
3. Label splits for state, SCF, ZIP, last, next-to-last, [*]
next-next-to-last
Other label considerations including, but not limited to, processing
outside vendor files, alternate delivery, co-mailing of
multi-titles, demographic splits and others will be quoted upon
request.
C. MAGNETIC MEDIA
Tapes and cartridges used for the performance of Basic
Fulfillment Services [*]/tape/mo.
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
9/30/2002 GENERAL MEDIA 3
<PAGE>
PALM COAST DATA LLC EXHIBIT A CONTRACT
III. OTHER FULFILLMENT SERVICES
A. CUSTOMER SERVICE: TELEPHONE, WHITE MAIL AND EMAIL
1. Toll-free telephone set-up and line cost [*]
2. Primary call, first question/transaction [*] each
3. Additional question/transaction [*]
4. Gift Recipients [*] each
5. Email set-up [*]/address
6. Email service [*] per transaction
7. Email Address Capture [*]/each
8. Refund checks [*] each
9. Write and mail gift cards to recipients [*] each
10. Upsell Set-up (First Publication) [*]
11. Upsell Set-up (Each Additional Publication) [*]/pub
12. Upsell [*]/each
13. Credit Card Upsell [*]/each add'l
14. Monthly Upsell Minimum [*]/client/mo.
15. Cross Sell Set-up (First Publication) [*]
16. Cross Sell Set-up (Each Additional Publication) [*]/pub
17. Cross Sell [*]/each
18. Credit Card Cross Sell [*]/each
19. Gift Cross Sell Set-up Fee (First Publication) [*]
20. Gift Cross Sell Set-up Fee (Each Additional Publication)
[*]/pub
21. First Gift Recipient Entered [*]
22. Additional Gift Recipients Entered [*]/each
23. Credit Card Gift Cross Sell [*]/each
24. Monthly Cross Sell Minimum [*]/client
B. CREDIT CARD PROCESSING
1. Set-up with Processing Center [*]
2. Debits [*] each
3. Credits [*] each
C. MISCELLANEOUS KEYING
1. Key Voluntary cancels [*]/M
2. Key names to Promotion File Special Quote
3. Key from directories or other sources Special Quote
4. Key Sweeps Yes Responses [*]
5. Key Sweeps No Responses (Identified) [*]/each
6. Key Sweeps No Responses (Unidentified) [*]/each
7. Key Direct Mail No's (Identified/Scannable) [*]/M
8. Key Direct Mail No's (Identified Non-Scannable) [*]/M
9. Key Direct Mail No's (Unidentified) [*]/M
10. Cashier Solicited Declines (No entry) [*]/M
11. Key email Addresses [*]/each
12. Key Demographic Responses [*]/keystroke
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
9/30/2002 GENERAL MEDIA 4
<PAGE>
PALM COAST DATA LLC EXHIBIT A CONTRACT
D. FLASH COUNTS
1. Daily source key flash counts [*]/M
E. COMPS ON SEPARATE FILE [*]/name/yr
COMP TRANSACTIONS [*]/each
COMP LABELS [*]/each
COMP REPORTS [*]/set
F. INTERNET SERVICES
1. Monthly maintenance fee per magazine [*]
2. Web form Design per page [*]
3. Set-up email confirmation message* [*]
4. Email confirmation [*]/each
5. Add new source key to order page* [*]
6. Order Processing [*]/each
7. Process basic orders via Email message [*] each
8. Set-Up Interactive Customer Service [*]/pub
9. Interactive Subscriber Customer Service [*]/each
10. Changes to Interactive Customer Service Special Quote
11. Broadcast invoices/renewals ($50 minimum) [*]/each
12. Online Internet Reports Set-up [*]/client
13. Online Internet Reports Access [*]/client/mo.
14. Online Credit Card Processing Set-up Fee [*]/merchant
15. Online Credit Card Processing Maintenance Support
Fee [*]/client/mo.
16. Online Credit Card Processing [*]/transaction
G. SYSTEMS DEVELOPMENT
1. Programming (minimum 1 hour) [*]/hr.
2. Computer time (minimum 15 minutes) [*]/hr.
3. Laserprint programming (minimum 1 hour) [*]/hr.
a. Scan logos [*] each
b. Scan signatures [*] each
H. CLERICAL LABOR [*]/Hr.
FAXING [*]/page
COPYING [*]/page
9/30/2002 GENERAL MEDIA 5
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
PALM COAST DATA LLC EXHIBIT A CONTRACT
IV. ADDRESSING, INSERTING AND MAILING SERVICES
A. LASER PRINTING (2-UP FORMS) [*]/M Ft.
B. CHESHIRE ADDRESSING
1. Set-up [*]/pkg.
2. Cheshire labeling [*]/M
3. Pressure Sensitive labeling [*]/M
C. BURST AND TRIM
1. Set-up [*]/pkg
2. Run Charge (up to 11") [*]/M
3. Run Over 11" (additional) [*]/M
D. FOLD
1. Set-up charge [*]/pkg
2. 8 -1/2 x 11 or less, up to 2 folds [*]/M
3. Additional folds, add [*]/M
E. INSERTING
Outer envelope from 3 -1/4 x 6 to 4 1/8 x 9 -1/2:
1. Set-up charge [*]/pkg.
2. Less than 1,000 [*]/each
3. 1,000 to 3,999 [*]/M
4. 4,000 to 24,999 [*]/M
5. 25,000 and above [*]/M
6. Each additional insert above 3 [*]/M
7. Outer envelope up to 6 -1/4 x 9 -1/2, add [*]/M
F. MAILING PREPARATION
1. Automated Mail Sortation (1st and 3rd) [*]/M
2. Handwork (with client approval) [*]/hr.
3. Address Standardization [*]/M
4. Strapping [*]/M
5. In-line metering [*]/M
6. Off-line meter set-up [*]/job
7. Off-line metering [*]/M
8. Meter stripping [*]/M
9. Postage stamp set-up [*]/job
10. Postage stamp affixing [*]/M
9/30/2002 GENERAL MEDIA 6
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
PALM COAST DATA LLC EXHIBIT A CONTRACT
G. ATTACHED MAIL
Regular Lettershop charges plus
1. Packing [*]/M
2. Shipping Cartons [*]/each
H. WAREHOUSE
1. Storage of mailing material, up to 6-month supply [*]
2. Storage of mailing material, over a 6 month supply[*]/skid/mo.
3. Any stock not used within 6 months
(excl. gift stock-12 mos.) [*]/skid/mo.
4. Warehouse labor [*]/hr.
The pricing for items 1 and 2 are based on the client buying
its own components. PCD's print management department will
purchase all components and manage the inventory for a
management [*] fee.
I. BACK ISSUES
1. Mailing (excl. postage & materials) [*]each
2. 1 year Storage of Back Issues [*]
Frequency of 13 issues/yr or less (Not to exceed 500
copies/issue) (Not to exceed 1000 copies/issue for "Penthouse"
only)
3. Storage of additional issues or copies [*]/copy/mo.
J. PREMIUMS Special Quote
K. SPECIAL SERVICES
1. Tabs or stickers, set-up [*]/job
2. Affix tabs or stickers [*]/M
3. One-up labels, set-up for cut [*]/job
4. Cut, trim, and pack AB Dick labels [*]/M
V. INFORMATION SERVICES
A. REPORTS INCLUDED IN THE STANDARD PACKAGE ARE:
1. ABC Authorized Prices Monthly
2. ABC Channel of Sales Monthly
3. ABC Duration of Subs Sold Monthly
4. ABC Post Expiration Analysis Monthly
5. ABC Premium Report Monthly
6. ABC Production Analysis (by source of business) Monthly
7. ABC Production Analysis by Term Monthly
8. Accounts Receivable Detail Monthly
9. Accounts Receivable Summary Weekly, Monthly
10. Activity Report Weekly
11. Bad Debt by Issue On Request
12. Controlled Circulation Response Analysis On Request
13. Deduct Copies Report Monthly
14. Deduct Copies Report, by Issue Monthly
15. Deferred Liability Monthly
9/30/2002 GENERAL MEDIA 7
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
PALM COAST DATA LLC EXHIBIT A CONTRACT
16. Earned Income Report Monthly
17. Earnings & Bad Debt by Issue On Request
18. Expire Analysis Each Main
19. File Status Report Weekly
20. Gift Inventory - Christmas On Request
21. Gift Inventory - non-Christmas On Request
22. Gift Key Summary Monthly
23. Goods & Services Tax Report (Canadian) Monthly
24. Invoice Analysis Report, by source & bill group Weekly
25. Invoice Analysis Report, combined sources On Request
26. Invoice Mailing Report Weekly
27. Issue On/Off Weekly
28. Label Count Weekly, Monthly
29. Label Distribution by State On Request
30. Misc. Earned Income Report Monthly
31. Monthly Production Recap - Credit Business Monthly
32. Monthly Production Recap - Agency Subscriptions Monthly
33. Order Production & Agency Reinstates Weekly, Monthly
34. Order Production & Agency Reinstates, Agents Monthly
35. Paid & Unpaid Earnings, by Issue On Request
36. Production by Source Monthly
37. Promotion Analysis Report - Details Weekly
38. Promotion Analysis Report - List Weekly
39. Promotion Analysis Report - Mail Date Weekly
40. Promotion Analysis Report - Term & Value On Request
41. Promotion Analysis Summary On Request
42. Reclaim Copies Report Monthly
43. Reclaim Copies by Issue Monthly
44. Renewal Analysis, by Key Monthly
45. Renewal Analysis, by Key & Term On Request
46. Renewal Analysis, Expire by Effort Monthly
47. Renewal Analysis, Expire by Source Monthly
48. Renewal Analysis Report Monthly
49. Renewal Analysis Summary On Request
50. Renewal Analysis, Term & Value On Request
51. Renewal Percentage Report Monthly
52. Renewal Timing Summary Monthly
53. Sales by Source Analysis Monthly
54. Sales Tax Report - Domestic Monthly
55. Source to Source Monthly
56. Source to Source by Prior Expire/Accum to Date Monthly
57. Spread of Terms Cancelled Weekly, Monthly
58. Spread of Terms Cancelled (Agencies) Monthly
59. Spread of Terms Cancelled (Cash & Credit) Monthly
60. Starting Issue by Source Monthly
61. Subscription Term/Value Report - Details Monthly
62. Subscription Term/Value Report - Summary Monthly
63. Aged Accounts Receivable Monthly
9/30/2002 GENERAL MEDIA 8
<PAGE>
PALM COAST DATA LLC EXHIBIT A CONTRACT
B. REPORT DELIVERY SYSTEM (ELECTRONIC REPORT IMAGE)
1. Cute FTP Software License [*]/license
2. Set-up Fee [*]
3. Monthly Fee (if printed reports are eliminated) [*]
4. Monthly Fee (with printed reports) [*]/mo.
C. DOWNLOAD ANALYSIS FILES
Data files are downloaded weekly and can be accessed through FTP or
dial-in method. The files are:
Order Production and Agency Reinstate Data
Renewal Data
Promotion Data
Invoice Data
Start Issue Data
1. Set-up [*]
2. Weekly data files (up to 5 files) [*]/pub/month
3. Each Additional File [*]/file/mo.
D. REMOTE ACCESS TO FULFILLMENT MANAGEMENT SYSTEM
1. Software License [*]/user
2. Set-up [*]/user
3. View only service for primary user [*]/month
4. Additional users [*]each/mo.
E. FCI REPORTING SYSTEMS Special Quote
F. MONTHLY FINANCIAL RECONCILIATION [*]/mo./pub
G. AUDIT SERVICES
1. Preparation of scheduled ABC/BPA statements [*]each
2. Preparation of USPS (postal) audits [*]each
3. Document retrieval for audits [*]/hr.
4. Document storage [*]
9/30/2002 GENERAL MEDIA 9
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
PALM COAST DATA LLC EXHIBIT A CONTRACT
VI. LIST RENTAL SERVICES
<TABLE>
<CAPTION>
VOLUME TAPES LABEls
------ ----- ------
<S> <C> <C>
1-25,000 [*] /M [*] /M
25,001-200,000 [*] /M [*] /M
200,001-1,000,000 [*] /M [*] /M
1,000,000 and over [*] /M [*] /M
</TABLE>
ADDITIONAL CHARGES:
<TABLE>
<CAPTION>
SERVICE CHARGE
------- ------
<S> <C>
One (1) Additional Selection [*] /M
Two (2) Additional Selections [*] /M
Three (3) or more Additional Selections [*] /M
Magnetic Tape Fee Per Tape [*]
Minimum Charge Per List Rental Selection [*]
Qwik List Charge [*]
</TABLE>
VII. OTHER COSTS
Post cards, pressure sensitive labels, magnetic tapes used to transmit
information off Palm Coast Data's premises, and shipping charges (mailing
labels to printer, tapes for outside services processing and reports to
client) will be charged at cost.
CLIENT WILL SUPPLY ALL NECESSARY FORMS WITH LETTERHEAD.
9/30/2002 GENERAL MEDIA 10
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
PALM COAST DATA LLC CONTRACT
APPENDIX I
<TABLE>
<CAPTION>
MAGAZINE PUBLISHER
-------- ---------
<S> <C>
PENTHOUSE Penthouse International Ltd.
FORUM Forum International Ltd.
VARIATIONS Variations Publishing International Ltd.
THE GIRLS OF PENTHOUSE Penthouse International Ltd.
</TABLE>
9/30/02 GENERAL MEDIA 1