<PAGE>
EXHIBIT 10.18
CONFIDENTIAL TREATMENT REQUESTED
UNDER C.F.R. SECTIONS
200.80(b)(4), 200.83 AND 230.406
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
(KODAK POLYCHROME GRAPHICS LOGO)
CUSTOMER AGREEMENT
THIS CUSTOMER AGREEMENT (THIS "AGREEMENT") IS A LEGALLY BINDING
CONTRACT
BETWEEN THE CUSTOMER DESCRIBED BELOW AND KODAK POLYCHROME GRAPHICS
LLC, A
DELAWARE LIMITED LIABILITY COMPANY WITH ITS PRINCIPAL PLACE OF
BUSINESS AT 401
MERRITT 7, NORWALK, CONNECTICUT 06851 ("KPG"). THIS AGREEMENT IS
SUBJECT TO THE
BELOW TERMS, AS WELL AS THE ATTACHED "STANDARD TERMS AND
CONDITIONS" AND ANY
ATTACHED EXHIBITS.
CONTRACT INFORMATION
Legal Name of Customer
("Customer"):
Network Communications, Inc.
Customer Number:
3489598
Customer Address:
2305 Newpoint Parkway Lawrenceville,
GA 30043
Customer State of
Incorporation/Organization:
Georgia
Effective Date of Agreement: January 15,
2006
Term of Agreement ("Term"): Three (3)
years from Effective Date
Minimum Annual Purchase
****
Requirement:
KPG Consumables to be purchased: Thermal Printing plates and
chemistries (55 gallon drums)
@ **** per square foot, direct sale
pricing (freight to customer dock
inclusive)
Rebates (optional):
**** % on purchases of all plates and
SEE REBATES EXHIBIT
chemistries
Lease Subsidies (optional): **** per
month
SEE LEASE SUBSIDIES EXHIBIT
Loaned Equipment (optional): Description
Value
Serial
Number
SEE LOANED EQUIPMENT EXHIBIT Not Applicable
$
PLEASE SIGN BELOW TO INDICATE THAT YOU HAVE READ AND AGREE WITH THE
TERMS OF
THIS AGREEMENT, INCLUDING THE ATTACHED STANDARD TERMS AND
CONDITIONS AND
EXHIBITS, IF ANY.
NETWORK COMMUNICATIONS, INC.
KODAK POLYCHROME GRAPHICS LLC
Signature: /s/ Gerard Parker
Signature: /s/ Robert S. Grayson
--------------------------
-----------------------------
Name: Gerard Parker
Name: Robert S. Grayson
Title: CFO
Title: DISTRICT SALES MGR
Date: 12/19/05
Date: 12/27/05
KPG US Customer Agreement Ver. 4.1 (01/2005)
<PAGE>
STANDARD TERMS AND CONDITIONS
1.0 MINIMUM ANNUAL
PURCHASE REQUIREMENT. Customer agrees to purchase the
minimum annual amount of Consumables set forth on the first page of
this
Agreement (the "Minimum Annual Purchase Requirement") from KPG or
one or
more
dealers authorized by KPG to service Customer's business (each,
an
"Authorized Dealer") Customer shall be solely responsible for
negotiating
with
its chosen Authorized Dealer(s) the invoice price of Consumables
it
purchases. It shall be considered a breach of this Agreement if
Customer
shall fail to achieve or, to KPG's reasonable satisfaction,
demonstrate
reasonable progress toward achieving (on a quarterly basis or,
if
Customer's business is seasonal, or any other reasonable basis) the
Minimum
Annual Purchase Requirement
2.0 LIMITED WARRANTY:
DISCLAIMER OF OTHER WARRANTIES; LIMITATION OF LIABILITY
2.1 All Consumables
purchased from KPG or, if applicable, an Authorized Dealer
carry KPG's limited warranty that such Consumables will conform to
the
published specifications for the period of time listed on the
product
packaging, provided the Consumables are used according to such
specifications KPG makes no other warranties under this Agreement
with
respect to the Consumables and/or services sold, provided or
otherwise
furnished to Customer under this Agreement KPG DISCLAIMS ALL
OTHER
WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING THE
IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE
2.2 IN THE EVENT OF
ANY CLAIM BY CUSTOMER, KPG'S LIABILITY UNDER THIS AGREEMENT
SHALL BE LIMITED TO REPLACEMENT OF THE CONSUMABLES THAT ARE THE
SUBJECT OF
THE
CLAIM OR REFUND OF THE COST OF SUCH CONSUMABLES CUSTOMER
ACKNOWLEDGES
THAT
REPLACEMENT OR REFUND ARE CUSTOMER'S EXCLUSIVE REMEDIES UNDER
THIS
AGREEMENT IN NO EVENT SHALL KPG BE LIABLE TO CUSTOMER FOR ANY
INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH
THE
CONSUMABLES OR THIS AGREEMENT
3.0 TERM. TERMINATION
AND DEFAULT
3.1 TERM. Unless
terminated early as provided herein, this Agreement shall
remain in effect for the Term described on the first page of
this
Agreement, Customer may terminate if KPG fails to deliver
comparable or
superior KPG consumables (plates and chemistries) in a timely
fashion, or
if
KPG fails or refuses to deliver reasonable quantities ordered
by
Customer, **** increase in quantities ordered by Customer shall be
presumed
to
be reasonable.
3.2 In addition to the
rights granted elsewhere herein or generally by
application of law or equity, KPG shall have the right to terminate
this
Agreement at any time should Customer breach any of the terms
and
conditions herein, become insolvent or file for bankruptcy
4.0 PAYMENT AND
DELIVERY. If Customer purchases Its Consumables from an
Authorized Dealer, the payment and delivery terms established by
the
Authorized Dealer shall apply if Customer purchases its Consumables
from
KPG
directly, the following payment and delivery terms shall apply
4.1 PAYMENT. Terms of
payment for Customer's purchases of Consumables shipments
are
net cash within thirty (30) days from date of the invoice. Invoices
may
be
submitted on partial shipments. All payments shall be in U.S.
dollars
and
directed to KPG at 1790 Solutions Center, Chicago, IL
60677-1007.
Failure to make timely payment of invoices covering final or
partial
shipments entities KPG, or its option, to either withhold delivery
of
Consumables ordered without liability or assess a late charge on
past due
accounts at the rate of 18% per annum (or 1.5% per month) or the
maximum
rate
allowed by applicable law, if less. If delivery is withheld by
KPG,
payment shall become due on the date when KPG is prepared to make
shipment
Consumables held for Customer shall be at Customer's risk and
expense. KPG
reserves the right to require payment in advance or satisfactory
security
or
guaranty that an Invoice will be promptly paid when due if at any
time
Customer's financial responsibility becomes impaired or
unsatisfactory to
KPG.
If Customer has a dispute with KPG regarding any monies owed
under
this
Agreement, Customer shall pay any undisputed monies owed by
Customer
and
enter into good faith negotiations with KPG to resolve any such
dispute
as
soon as possible. Any payment made by Customer for Consumables
later
found to be defective that are covered by warranty and not repaired
or
replaced will be promptly refunded to Customer or, at KPG's option,
may be
trented by Customer as a credit on the next KPG invoice. KPG may
recover
its
costs in connection with enforcing Customer's obligations
hereunder
4.2 TITLE; RISK OF
LOSS; TRANSPORTATION Risk of loss and title to the
Consumables shall pass to Customer at the time of delivery to
Customer's
dock. All Consumables are shipped F.O.B. point of shipment KPG
reserves the
right to select the carrier and point of shipment. Shipping dates
are
approximate and are based upon prompt receipt of all necessary
Information.
KPG
will make a good faith effort to complete delivery of the
Consumables
as
indicated by KPG in writing, but will not be liable for failure to
meet
such
dates. If Customer causes or requests a shipment delay, or if
KPG
ships or delivers Consumables erroneously as a result of
inaccurate.
Incomplete or misleading information supplied by Customer or its
agents,
storage and all other additional costs shall be borne solely by
Customer
4.3 FORCE MAJEURE KPG
shall have no liability for delay of delivery or failure
to
perform hereunder due to causes beyond its rea
