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EXHIBIT 10.44
MEDIA PRODUCTION AND PLACEMENT SERVICES AGREEMENT
This Media Production and Placement Services Agreement (the
"Agreement") is
entered into on the date indicated on the signature page (the
"Effective Date"),
by and between Media4Equity LLC, a Nevada limited liability company
("M4E") and
Ingen Technologies, Inc. 35193 Avenue "A" Yucaipa, CA 92399, (the
"Company").
(Ingen and M4E are referred to collectively herein as the
"Parties").
Whereas, M4E produces and distributes nationally syndicated print
and radio
features for its clients in exchange for equity in its clients'
businesses; and
Whereas, M4E wishes to accept the Company as a client; and
Whereas, the Company desires to further develop and promote its
general
business, technologies, and/or products and services in order to
enhance overall
brand awareness, stimulate new business, and build long-term value
for its
shareholders; and
Whereas, the Company desires to utilize M4E's services to act as
production and
placement agency for Company's print and broadcast media
campaign.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth
herein, and other good and valuable consideration, the Parties
agree as follows:
1. MEDIA CREDIT
M4E hereby provides the Company with a guaranteed dollar value of
national media
exposure (the "Media Credit"), which Media Credit shall be reduced
by the "Media
Value" of features placed, as further defined in Section 3(c),
below, of
placements of print and radio features obtained by M4E on behalf of
Company. The
value of the Media Credit shall be equivalent to two million
dollars
($2,000,000.00 U.S.) in Media Value.
2. MEDIA CAMPAIGN
a) Consultation. M4E shall consult with Company regarding the
content of the
Media Campaign. M4E shall develop, write, edit and deliver proofs
of any and all
print media and any and all radio scripts (collectively referred to
herein as
the "Copy," and all placements throughout the term of the Agreement
referred to
as the "Media Campaign") to the Company for inspection and
approval. No print or
radio feature shall be distributed without Company's prior written
approval. M4E
shall not be liable for the Company's failure to review and approve
Copy on a
timely basis, or for any actions or inactions of the Company.
Parties agree that
the initiation of the Media Campaign shall commence at the sole
discretion of
the Company, but no later than 12 months from the Effective Date,
and shall
terminate upon the earlier to occur of the Media Credit being
redeemed in its
entirety, or three (3) years from the commencement of said Media
Campaign, (the
"Redemption Period").
b) Content.
(i) PRINT FEATURES. Each Print Feature shall consist of a news
story that
features the Company's name, products and/or service, contact
information, web
address and such other information as the Company may approve.
(ii) RADIO FEATURES. Each Radio Feature shall consist of two,
30-second
nationally syndicated radio scripts under one heading. Each Radio
Feature will
be specifically about the Company and written and read by radio
media
professionals.
c) Distribution.
(i) All print media approved by Company for distribution pursuant
to Section
2(a) hereof, shall be distributed on computer disks, by direct
electronic feed,
in a hard copy camera-ready format and/or over the Internet to over
ten thousand
(10,000) daily and weekly newspapers, news, and wire services,
which may publish
the features, at their sole discretion, free of copyright, fees or
other
charges. (ii) All radio features, formatted as either scripts
and/or audio
recordings, shall be sent directly, and/or indirectly via radio
networks, to
over six thousand (6,000) radio stations in the United States.
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3. M4E PERFORMANCE a) Redemption of Media Credit. Upon Company's
request,
further pursuant to the guidelines detailed herein, M4E shall
submit for Company
review and approval Copy for the first print or radio feature
within five
business days of such request.
b) Production/Distribution/Publication. During the Redemption
Period M4E shall
produce, distribute and gain placement/publication of nationally
syndicated
newspaper features and/or nationally syndicated radio features
(final recordings
to be provided to Company upon completion by M4E) on behalf of
Company. Each
published feature shall be ascribed a Media Value, and the Media
Value of all
respective features shall be applied against and reduce the Media
Credit. The
entire value of the Media Credit shall be utilized within three (3)
years,
commencing on the date the Company first reviews and approves copy
pursuant to
Section 2(a) herein, and in no case commencing later than one (1)
year from the
Effective Date hereof.
c) Media Value. For purposes of this Agreement, the Media Value of
each aired
radio feature and each published newspaper feature shall be
equivalent to each
respective radio station's or newspaper's official ad rate pricing
policies,
measured by length in column inches of each complete story for
print placements
and in total seconds of each radio feature for radio
placements.
d) Reduction of Media Credit. The Media Value of all published news
features and
all broadcasted radio features shall reduce the Media Credit,
notwithstanding
any Company error in Copy approval or any subsequent editing by
newspapers,
radio broadcasters, or any other third parties.
e) "MEDIA PLACEMENT GUARANTEE." M4E guarantees that the aggregate
Media Value of
all published print and all broadcast radio features shall be equal
to or
greater than the Media Credit created by this Agreement. In the
event that the
Minimum Placement Guarantee is not met by the end of the Term, M4E
shall create
additional, and/or re-distribute existing features at no cost to
the Company
until the Media Placement Guarantee is reached.
f) Reports. M4E shall deliver weekly reports to the Company
beginning ten (10)
weeks from the distribution date of each print and radio feature,
and continuing
for a period of one (1) year. Reports shall include Media Value,
estimated
listener and readership information, and actual newspaper clippings
of all
reported published print features.
4. COMPANY PERFORMANCE
a) Redemption of Media Credit. The Company shall have one (1) year
to begin
Campaign and thereby commence redemption of the Media Credit. Once
commenced,
the redemption of the Media Credit must be completed within three
(3) years.
b) Consultation and Cooperation. The Company shall consult with M4E
pursuant to
Section 2(a) herein and use its best reasonable efforts to provide
M4E with
information necessary to write Copy for the Campaign and to ensure
the Company's
review of same.
c) Timeliness. The Company shall make a good faith effort to
approve or submit
corrections to all Copy within seventy-two (72) hours of receipt
thereof.
Failure of Company to approve or return corrected Copy within one
(1) week of
receipt by Company shall constitute a material breach of this
Agreement.
d) Investor Relations. When, and if, Company becomes publicly
traded, Company
agrees to implement an investor relations plan and campaign
reasonably
acceptable to M4E.
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5. M4E COMPENSATION & ISSUANCE OF SHARES
a) Grant of Common Stock Shares. In consideration of M4E's
commitment of the
Media Credit, the Company shall transfer to M4E, and/or its
designee(s) listed
in "Exhibit A," attached hereto, within five business days of the
Effective Date
Three Million Three Hundred Thousand (3,300,000) restricted shares
and or units
of Company's common stock ("Compensation Shares"). M4E's
performance hereunder
is contingent upon Company's timely transfer of Compensation
Shares.
b) Transfer Agent Instructions. Upon the execution of this
Agreement, the
Company shall issue instructions to the Company's transfer agent
effecting the
provisions of Section 6(a) herein. Failure of Company to fully
perform Section
6(a) or this Section 5(b) shall be a material breach and shall
excuse any
further performance by M4E under this Agreement.
c) Nature of Compensation Shares. The Parties acknowledge and agree
that: (i)
the rights and obligations defined by this Agreement become binding
upon
execution of this Agreement; and (ii) the consideration for all
Compensation
Shares transferred hereby, regardless of the date of transfer, is
represented
solely by M4E's obligations hereunder, and M4E's interest in all
Compensation
Shares transferred hereunder immediately and irrevocably vests in
M4E upon the
execution of this Agreement; and (iii) the effective date of all
Compensation
Shares transferred hereby, regardless of the actual date
o
