May 24, 2000
Paul Dickson
Earthramp.com
#601 - 889 West Pender Street
Vancouver, BC
V6C 3B2
Dear Mr Dickson:
This letter will serve as the agreement between GPC Communications, a division
of GPC Canada Inc. ("GPC") and Earthramp.com, ("Client") pursuant to which GPC
will serve the client as its public relations/public affairs agency.
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.
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 and significant photocopying, postage, faxes and courier
distribution charges will be billed monthly at GPC's cost. A recovery fee of
five per cent of monthly fees will be applied to all monthly invoices to cover
such out-of-pocket expenses as incidental courier, photocopies and faxes,
subscriptions and supplies, as well as word processing.
<PAGE>
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 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.
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.
<PAGE>
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.
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
<PAGE>
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.
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.
<PAGE>
12.0 GENERAL PROVISIONS
12.1 Governing Law
This agreement shall be governed and construed in accordance with the laws of
the Province of Ontario.
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.
12.4 Assignments
Neither party shall assign, transfer or delegate its responsibilities herein to
any third party without the prior written consent of the other party 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.
<PAGE>
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
Earthramp.com represents that the undersigned is authorized to execute this
Public Relations/Public Affairs agreement and the Addendum attached hereto on
its behalf.
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: __________________________________________________
Colleen Savage
Title: Vice President and General Manager
Date: 24 May 2000
ACCEPTED AND AGREED:
Earthramp.com Inc.
By: __________________________________________________
Paul Dickson
Title: President
Date:
<PAGE>
FINANCIAL ADDENDUM
EARTHRAMP.COM INC.
This Financial Addendum accompanies the Agreement between (Earthramp.com Inc.)
("Client") and GPC Communications, a division of GPC Canada Inc. ("GPC") in
which GPC agrees to provide a range of public and investor relations services to
Client beginning May 24, 2000.
COMPENSATION
Fees for services will be based on GPC's customary hourly rates, which shall not
include out-of-pocket expenses. A mark-up of 20 percent will be applied to
supplier invoices paid by GPC on your behalf. A recovery fee calculated at five
percent of professional fees will be applied to all invoices to cover the costs
of incidental courier, postage, faxes, photocopying and word processing.
GPC will invoice Client monthly for fees relating to work performed. All costs
in excess of the original estimates will be submitted to Client for approval
before work proceeds.
DELIVERABLES
GPC will produce and execute a comprehensive communications plan for the pre-IPO
phase of Earthramp.com's business goals in 2000. The plan will be delivered by
June 2, 2000 and will include strategic and tactical detail, timelines,
workplan, costing for each element and an agreed method for tracking progress
and results.
The preliminary strategy includes the following elements, which may be revised
and adjusted as the project moves forward, with appropriate adjustments to costs
if elements are added or deleted:
Branding initiatives to create awareness of the company;
Media profile for the President;
Investor relations plans, ongoing advice and execution;
Analyst tour (primarily financial analysts);
Roadshow, including presentation materials and collaterals;
Information and media kits for various audiences;
Intensive media relations to increase awareness, interest and support;
Ongoing media relations in support of events, trade shows, and tours.
Out-of-pocket expenses will be estimated, but are expected to include:
Printing and production costs associated with kits and presentations;
Creative services;
<PAGE>
Distribution of materials to key audiences;
Meeting expenses associated with an analyst tour and roadshow (facility,
equipment, refreshments);
Media monitoring;
Other external market research requested by the Client;
Long distance telephone;
Consultant travel approved in advance by the Client.
Total fees payable to GPC for the project are agreed at $75,000 which may be
decreased or increased if elements are cancelled or added. Before new elements
are added to the program, an estimate of all new costs will be submitted to the
Client for approval.
At a minimum, GPC will maintain ongoing liaison, coordination and client contact
through the project manager, Aaron Brindle and will supply monthly activity
reports that identify progress on deliverables.
Accepted and Agreed:
(GPC Communications (Earthramp.com Inc.)
a division of GPC Canada Inc.)
By: By:
Colleen Savage Paul Dickson
Title: Vice President Title: President
And General Manager
Date: Date:
