AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made this 14th day of June, 2005, between
American Media Systems Co, 350 South Center Street, Suite 500 Reno,
Nevada, 89501, hereinafter referred to as " MANUFACTURER ",
and Memories Complete and its assigns, 329 South 860 East #5,
American Fork, UT 84003, hereinafter referred to as "
MEMORIES ".
I. RECITALS
1.1 American Media Systems is a MANUFACTURER and/or
seller of those products listed in Attachment "A", which is
incorporated herein by reference, and desires to secure the
services of MEMORIES to execute programs that will generate
sales of MANUFACTURER'S products with QVC in the United
States and Internationally, hereinafter referred to as
"RETAILER."
1.2 MEMORIES desires to secure the exclusive rights to
develop and execute programs for MANUFACTURER to
RETAILER.
In consideration of the premises, covenants and undertakings
herein contained, it is hereby agreed as follows:
II. AGREEMENT
2.1. MANUFACTURER shall employ MEMORIES to develop
and execute programs to generate sales of MANUFACTURER'S
products for delivery to RETAILER for those products identified in
Attachment "A" and for such other products as MANUFACTURER
and MEMORIES may subsequently agree. The terms of this
agreement shall apply and control as to the provisions regarding
any added product or product line, except where the agreements
regarding the added product lines expressly provide otherwise in
writing.
2.2. Any negotiations by MEMORIES for the account of
MANUFACTURER shall be conducted in accordance with such
prices, terms and conditions as are specified by
MANUFACTURER .
2.3. MEMORIES shall not incur any expenses or enter into
any obligations without MANUFACTURER'S authorization and
direction.
2.4 MANUFACTURER accepts full responsibility for granting
credit to buyers.
2.5. Performance Fee.
2.5.a. The method of remuneration for MEMORIES from
MANUFACTURER is a "Performance Fee" per Attachment "B",
which is incorporated herein by reference.
2.5.b. Where MEMORIES shall actively participate in
obtaining the placement with a Retailer of a product which is not
then currently sold to the Retailer by MANUFACTURER ,
MEMORIES' right to the performance fee shall apply to all
future sales of the product to such Retailer, regardless of the
termination of this agreement.
2.6. MANUFACTURER will assist MEMORIES in
verifying sales figures and obtaining marketing information for the
products that are the subject of this agreement.
2.7. MEMORIES shall indemnify MANUFACTURER , its
officers, employees, agents, successors, and assigns against any
loss, liability, damage or claim that may occur or arise due to
acts or omissions of MEMORIES, its officers, employees,
agents, successors, and assigns, in the course of performance of
this agreement.
2.8. MANUFACTURER shall indemnify MEMORIES, its
officers, employees, agents, successors, and assigns, against any
loss, liability, damage or claim that may occur or arise due to
acts or omissions of MANUFACTURER , its officers, employees,
agents, successors, and assigns, includ
