Sample
Marketing Agreement
THIS AGREEMENT (the "Agreement") is made and entered into as of this March 26, 2004, by and between The American Traveler (“AT”) with offices located at 300 Lakewood, Cherry Hills, CO 84523, and RMD Financial Corporation, ("RMD"), with a street address of 295 Clayton Street, Suite 202, Denver, Colorado 80202. Recitals
WHEREAS, AT and RMD have agreed to enter into this Agreement whereby RMD will provide marketing services to AT; WHEREAS, AT and RMD agree that AT has a right to terminate this Agreement on the 181st day after this Agreement is executed; WHEREAS, AT and RMD agree that RMD has the exclusive right to market and sell the principal’s ownership interest in business assets and lease rights at Denver International Airport in the following concessions; Concession 1. The American Traveler Western Terminal 950 (estimated) WHEREAS, in consideration for RMD providing marketing services to AT which results in the sell of the principal’s ownership interest in business assets and lease rights at the above mentioned international airport, AT and RMD agree that the contingency fee shall be 5% of the total selling price; WHEREAS, in consideration for RMD providing marketing services to AT in the sell of the principal’s ownership interest in business assets and lease rights at the above mentioned international airport, AT will pay RMD a retainer of thirty-five hundred dollars ($3,500.00) payable as follows: · The thirty-five hundred dollars ($3,500.00) is due and payable upon the execution of this agreement. Witness
NOW, THEREFORE, in consideration of the promises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following: 1.) Marketing Services RMD will market AT by providing the following services: · Analysis of AT’s business balance sheet, income and expense statements; cash flow, and other financial information, on each concession location, for the purpose of determining “market value” of the principal’s ownership interest in business assets and lease rights at the above mentioned international airport; · Analysis of AT’s business operation and recommend changes that will strengthen its presentations for the purpose of selling the principal’s ownership interest in business assets and lease rights at the above mentioned international airport;
·
RMD will develop and implement a
“national broadcast fax” marketing program which will profile AT’s business to concessionaires at all major
airports in the · RMD will pre-screen potential buyers who express an interest in purchasing the principal’s ownership interest in business assets and lease rights at the above mentioned international airport; · RMD will assist client and buyer in the development and packaging of a “new concession concept package” for the buyer to be presented to each international airport property office; · Upon the principal’s approval, RMD will negotiate with potential buyers who are ready, willing, and able to complete the purchase of the principal’s ownership interest in business assets and lease rights at the above mentioned international airport; · When AT deems it appropriate, RMD will accompany AT to meetings and negotiations with potential buyers. 2.) Compensation Structure Maximum compensation – Retainer Fee Compensation of RMD shall be based upon a maximum fee of thirty-five hundred dollars ($3,500.00) due and payable as outlined above. The retainer fee will be used by RMD to fund the cost of advertisement and marketing, email direct mail, and broadcast faxing. Contingency Fee A contingency fee of 5% shall be paid to RMD at the closing of each transaction. Earnest Money Deposit –
Paid by Buyer If a Buyer fails to execute the purchase of AT’s concession location and agrees to “forgo his/her earnest money deposit” to AT; said earnest money deposits paid by Buyers to AT will be split 50% to AT and 50% to RMD. 3.) Sources of Information Available to
RMD RMD will have access to information in the possession or control of AT and/or to any additional information to which RMD receives directly from AT. RMD will not ask any entity or organization within AT, other than AT, for information without specific direction to do so from AT. AT recognizes and acknowledges that RMD will perform its services under this Agreement based on information made available by AT. RMD will access information from third parties on the behalf and to the benefit of AT. AT recognizes and acknowledges that RMD will perform its services under this Agreement based on the information available to RMD. RMD will use its best efforts to convey accurate and timely information to AT. 4.) No guarantee There are no guarantees, either
expressed or implied, regarding the sell of the principal’s ownership
interest in business assets and lease rights at 5.) Confidentiality RMD agrees to hold information received from AT or otherwise made available to RMD with the permission of AT, in confidence and not to show or disclose it to any third party, including to any third party for RMD’s marketing purposes. RMD agrees to hold its conclusion and information in its reports to AT in confidence and not to show or disclose such information or reports to any third party, including to any third party for RMD’s marketing purposes. RMD shall use all reasonable means to safeguard the confidentiality of such information. 6.) Management Reports RMD will provide to AT’s management a weekly report on the status of this project. 7.) Travel Expenses N/A8.) Printing Expenses Whenever the work covered by this Agreement shall involve printing and/or packaging expenses, AT shall reimburse RMD for all such expenses up to a maximum of $50.00. RMD will secure AT approval prior to incurring expenses. 9.) Postage and/or Freight Expenses Whenever the work covered by this Agreement shall involve postage and/or freight expenses, AT shall reimburse RMD for all such costs incurred up to a maximum of $25.00. RMD will secure AT approval prior to incurring expenses. 10.) Communications Expenses Whenever the work covered by this Agreement shall involve toll telephone calls and/or other communication expenses, AT will reimburse RMD for all costs incurred up to a maximum of $75.00. RMD will secure AT approval prior to incurring expenses. 11.) Severability If any provision in this Agreement is not essential to its basic purpose, this Agreement shall not be held invalid or unenforceable and, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, this Agreement shall nevertheless remain in full force and effect in all other circumstances. 12.) benefit This Agreement shall be binding upon the parties hereto, the successors, assigns, heirs, trustees, and personal representatives of AT and RMD. 13.) Notice All notices required to be given with regard to the termination of this agreement or the need for material changes to its contents (but excluding routine correspondence) shall be in writing, and shall be delivered in person or by Certified Mail, Return Receipt Requested, as follows: To: Richard Daniel, President, RMD Financial Corporation 1550 Larimer Square, Suite #436, Denver, Colorado 80202 or such other address as the parties shall designate for notices in accordance with this agreement. 14.) Waiver The waiver by either party of any breach or violation of any provision of this agreement shall not operate or be construed as a waiver of any subsequent breach or violation unless such waiver is expressly made in writing. 15.) Governing Law This agreement has been
negotiated and executed in the State of 16.) Entire Agreement This Agreement supersedes any and all other agreements, either oral or written, between the parties and contains all of the covenants and agreements between the two parties relating to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party or anyone acting on behalf of any party which are not embodied herein, and that no other Agreement, statement or promise not contained in this shall be valid or binding unless such Agreement is made in writing, signed by both parties and executed at a date subsequent to the date of this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereof have executed this Agreement as of the date first written above. The American Traveler RMD Financial Corporation By: By: Mrs. Mandy Daniel, President Richard Daniel, President |
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