EXHIBIT 10.2
GPC Communications
August 15, 2000
Sandra E. Buschau
Director and Corporate Secretary
IMAGIS Technologies Inc.
1300 - 1075 West Georgia Street
Vancouver BC
V6E 3C9
Dear Ms Buschau:
This letter will serve as the agreement between GPC Communications, a
division of GPC Canada Inc. ("GPC") and IMAGIS Technologies Inc.,
("Client") pursuant to which GPC will serve the client as one of its public
relations/public affairs agencies.
1.0 PUBLIC RELATIONS/PUBLIC AFFAIRS SERVICES
We will develop for your approval, and implement a program designed to
achieve your public relations and public affairs objectives. We will provide
professional counselling and staff services as required to carry out these
objectives. (See attached description of our proposed services.)
2.0 MUTUAL COOPERATION
We agree to use our best efforts to make your public relations program
successful. You agree to aid us in doing so by making available to us needed
information pertaining to your business and to cooperate with us in expediting
the work.
GPC Communications
3.0 CHARGES FOR SERVICES PERFORMED
The terms of GPC's compensation are outlined in the Addendum.
3.1 Out-of-pocket Disbursements
Routine out-of-pocket disbursements such as long distance telephone
charges, travel, meals, faxes and photocopies, subscriptions and
supplies, postage, faxes and courier distribution charges will be billed
monthly at GPC's cost.
3.2 Standard Markup
GPC charges a markup of 20 per cent for out-of-pocket expenses
involving third party vendors performing work on your behalf, but paid
through GPC. Such expenses could include, but are not limited to,
photography, printing, production, design, room or equipment rentals.
3.3 Approval of expenditures
We agree to secure your approval of fees and expenditures in connection
with your projects and activities before undertaking those projects and
activities.
4.0 TERMS OF PAYMENT
We will submit invoices as outlined in the Addendum.
4.1 Client agreement to pay
You agree to pay our invoices upon receipt. In the event payment is not
made in a timely manner, GPC will be entitled to charge you a late
payment penalty of two (2) per cent per month on any overdue and
unpaid balance.
4.2 Collection costs
In the event that we incur costs, disbursements and/or legal fees in an
effort to collect our invoices, you agree to reimburse us for these
expenses.
GPC Communications
5.0 CANCELLATION OF PLANS
You have the right to modify, reject, cancel or stop any and all plans or work in
process, however, you agree to reimburse us for all liabilities and expenses we
incurred prior,to your change in instructions, and which relate to non-
cancelable commitments and to indemnify us for any liability relating to such
action. We agree to use our best efforts to minimize such liabilities and
expenses.
6.0 RESPONSIBILITIES OF AGENCY AND CLIENT
6.1 Agency Responsibility for Releases
We shall obtain releases, licenses, permits or other authorization to use
testimonials, copyrighted materials, photographs, art work or any other
property or rights belonging to third parties obtained by us for use in
performing services to you.
6.2 Client Responsibility for Releases
You shall obtain releases, licenses, permits or other authorization to use
testimonials, copyrighted materials, photographs, art work or any other
property or rights belonging to third parties obtained by you which are
used in performing services by you.
6.3 Client Responsibility for Accuracy
You shall be responsible for the accuracy, completeness and propriety of
information concerning your products and services which you furnish to
us verbally or in writing in connection with the performance of this agreement.
6.4 Client Responsibility for Agency's Litigation-Related Activities
From time to time, GPC may be called upon to respond to or assist you
in connection with litigation commenced or threatened against you (for
example, in responding to a document subpoena). It is understood that
GPC will be entitled to staff time charges and reimbursement of
expenses for services rendered to you or time spent by GPC personnel in
connection with such matters. This provision shall survive the expiration
or earlier termination of this agreement.
GPC Communications
7.0 CONFIDENTIALITY
GPC acknowledges its responsibility, both during and after the term of its
appointment, to use all reasonable efforts to preserve the confidentiality of any
proprietary or, confidential information or data developed by GPC on behalf of
Client or disclosed by Client to GPC. Notwithstanding the above, GPC's
obligation to maintain the confidentiality of any such information that it
maintains in its possession or control shall not extend to information already in
the public domain or that GPC must disclose by order of law and said
obligation shall cease on the first anniversary of the termination of the
agreement.
8.0 INDEMNITY
It is acknowledged that GPC cannot undertake to verify facts supplied to it by
Client or factual matters included in material prepared by GPC and approved
by Client. Accordingly, Client agrees to indemnify and hold harmless GPC
from and against any and all losses, claims, damages, expenses (including
reasonable attorneys' fees and disbursements) or liabilities which GPC may
incur (i) as a result of any materials, releases, reports or information supplied to
GPC by or on behalf of Client or prepared by GPC and approved by Client
prior to its dissemination or broadcast; and (ii) except when attributable to
GPC's failure to use due care, resulting from disputes between GPC and third
parties related to and/or within the scope of this agreement. Client shall
similarly indemnify and hold GPC harmless in respect to any damages arising
out of the nature or use of Client's products or services. This provision shall
survive the expiration or earlier termination of this agreement.
9.0 MISLEADING PUBLIC RELATIONS
Nothing contained in this agreement shall be deemed to require that we
undertake any campaign, or prepare any public relations material or publicity,
which, in our judgment, would be misleading, indecent, libelous, unlawful, or
otherwise prejudicial to your interests or to ours.
10.0 TERM AND TERMINATION
10.1 Period of Agreement and Notice of Termination
This agreement shall become effective upon signing and shall continue
until terminated by 60 days notice in writing given by either party to the
other.
GPC Communications
10.2 Payment of Purchase and Work Done
Any non-cancelable materials, services, etc., we have properly
committed ourselves to purchase for your account (either specifically or
as part of a plan), shall be paid for by you in accordance with the
provisions of this agreement. We agree to use our best efforts to
minimize such liabilities immediately upon notification.
10.3 Materials Unpaid For
If upon termination there exists any material furnished by us or any
services performed by us for which you have not paid us in full, until
such time as you have paid us in full you agree not to use any such
materials or the product of any such services.
11.0 EXAMINATION OF RECORDS
You may at any time during the term of this agreement, during normal business
hours, and upon at least two (2) business days notice, examine our files and
records pertaining to the handling of your account only.
12.0 GENERAL PROVISIONS
12.1 Governing Law
This agreement shall be governed and construed in accordance with the
laws of the Province of British Columbia.
12.2 Representations and Warranties
The parties each individually represent and warrant that each has full
power and authority to enter into this agreement and to perform all of
their obligations hereunder without violating the legal or equitable rights
of any third party.
12.3 Notices
Written notices pertaining to this agreement by either party to the other
party shall be deemed given five (5) business days from the date of
postmark and mailed, postage prepaid, to the address specified above.
GPC Communications
12.4 Assignment
Neither party shall assign, transfer or delegate its responsibilities herein
to any third party without the prior written consent of the other
hereto.
12.5 Amendments
Neither this agreement nor any of the terms or conditions hereof may be
waived, amended or modified except by means of a written instrument
duly executed by both parties.
12.6 Captions and Headings
The captions and section headings used in this agreement are
for convenience of reference only and shall not affect the construction or
interpretation of this agreement or any of the provisions hereof.
12.7 Successors and Assigns
This agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns.
12.8 Entire Agreement
Except as otherwise set forth or referred to in this agreement, this
agreement constitutes the sole and entire agreement and understanding
between the parties hereto as to the subject matter hereof, and
supersedes all prior discussions, agreements and understandings of every
kind and nature between them as to such subject matter.
13.0 REPRESENTATION OF CLIENT
13.1 Authorization to Sign Contract
IMAGIS Technologies Inc. represents that the undersigned is authorized
to execute this Public Relations/Public Affairs agreement and the
Addendum attached hereto on its behalf.
GPC Communications
If you are in agreement with the foregoing, please sign both copies of this letter
in the space provided for that purpose below and return one copy to GPC for
our records.
Sincerely,
GPC COMMUNICATIONS, A DIVISION OF GPC CANADA INC.
By: /s/ Colleen Savage
Colleen Savage
Title: Vice President and General Manager
Date: 15 August 2000
ACCEPTED AND AGREED:
IMAGIS TECHNOLOGIES INC.
By: /s/ Sandra Buschau
Sandra Buschau
Title: Director and Corporate Secretary
Date: 15 August 2000
FINANCIAL ADDENDUM
IMAGIS Technologies Inc.
This Financial Addendum accompanies the Agreement between IMAGIS
Technologies Inc. ("Client") and GPC Communications, a division of GPC
Canada Inc. ("GPC") in which GPC agrees to provide public relations and public
affairs services to Client.
Compensation
Fees for services will be based on GPC's customary hourly rates, which shall not
include out-of-pocket expenses. In the event that events escalate to the point where
GPC staff are required to be available to Client on an exclusive basis for extended
periods of time, we will reserve the right to negotiate billing this time at a
premium over the regular hourly rate. GPC will invoice Client monthly for fees
relating to work performed.
Deliverables
- GPC will provide media relations services as needed:
- beginning with an imminent corporate announcement, focussing on daily
business press in Toronto and Vancouver (fees $5,500);
- pursuing other story lines and coverage as instructed based on our usual
hourly rates;
- GPC will research and write a brief case study ("the Pearson incident") to be
used with media relations activities (fees $2,500)
As ad hoc assignments occur, GPC will either draft an additional addendum or bill
at normal hourly rates. If time and circumstances prevent the signing of an
addendum before the work must be completed, GPC will be entitled to bill hourly
rates for tasks undertaken on an urgent verbal instruction delivered by Sandra
Buschau.
Accepted and Agreed:
GPC Communications
IMAGIS Technologies Inc.
a division of GPC Canada Inc.
By:
/s/ Colleen Savage
By:
/s/ Sandra Buschau
Colleen Savage
Sandra Buschau
Title: Vice President and
Title: Director and
General Manager
Corporate Secretary
Date: August 15, 2000
Date: August 16, 2000
