SERVICE AGREEMENT
Number: 2000-100/001
Date: February 7, 2000
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Show Management Service Provider
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American Show Management bCard, Inc. - d.b.a. bCard.net
17700 SW Upper Boones Ferry Road, Suite 120 407 - 555 Richmond Street West
Portland, OR 97224 Toronto, ON M5V 3B1
Tel: 503/968-1123 - Fax: 503/670-6275 Tel: 416-507-9995- Fax: 416-507-9989
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Client Contractual Contact: bCard Contractual Contact:
Andrea Lowery, Vice President, Operations Dan Blair, General Manager
Direct Line: 503/670-6128 Direct Line: 416-507-9995
Email: [email protected] Email: [email protected]
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SHOWS: ASM's ITEC & Technology Showcase Events for 2000, 2001 & 2002
See Attachment A for list of shows covered by this agreement
SHOW DATES: 2000, 2001 & 2002 - See Attachment A for date of shows
LOCATION: See Attachment A for location of shows
ADDITIONAL CLIENT CONTACTS:
Teresa Adams, Director, Operations - 503/670-6129 - email:[email protected]
Kris McKinney, Director, Operations - 503/670-6130 - email:[email protected]
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I. EXECUTIVE SUMMARY
bCard Inc., hereinafter referred to as "bCard" and American Show
Management, hereinafter referred to as "ASM", agree to ASM's purchase
of registration and data management services for the events described
in Attachment A, herein referred to as "events" (ITEC & Technology
Showcase events) , on the terms and conditions set forth in this
Service Agreement, hereinafter referred to as "Agreement".
bCard will use the best available technology and follow accepted
industry standards to provide comprehensive, professional data
management services to help ASM and its exhibitors enhance the event
experience. bCard ensures quality, speed, accuracy and reliability in
its services and products. Registration processing will be handled in a
quick and efficient manner by providing on-site self-registration
systems and web centric data management solutions. bCard will also
provide valuable services to exhibitors to enhance their contact with
customers and sales leads generated at the events. A key factor in
bCard's registration process will be the issuance of a bCard, a
universal electronic business card for trade shows and events. The
bCard is the key to several services made available to events and their
exhibitors such as lead retrieval and lead follow up.
The following agreement sets forth the terms and conditions for
providing ASM with registration, exhibitor and data management
services.
II. GENERAL INFORMATION
2-1. Attendance Forecast: See Attachment A for estimated attendance by
event
2-2. Number of Exhibiting Companies: See Attachment A for estimated
number by event
III. ADVANCE REGISTRATION SERVICES
3-1. ACCOUNT MANAGEMENT: bCard will assign an Account Manager (AM) and
a MIS Manager: The AM will be responsible for the management and
servicing of ASM's events. The AM will coordinate all pre-registration
and post show procedures. The MIS manager will ensure compatibility and
will
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customize software and hardware to ASM needs. During the advance
registration period, bCard will plan along with ASM for all of the
items associated with the badging of Exhibitors and Attendees at the
events. bCard and ASM will define a data transfer schedule for setup of
onsite registration production. During the planning period, such items
as registration forms, lobby layout, signs and other services will be
defined and documented by the bCard Account Manager in accordance with
ASM's schedules. Deadlines defined jointly with ASM.
3-2. ADVANCE ATTENDEE AND EXHIBITOR REGISTRATION:
ASM only offers internet-based pre-registration with no
physical forms to be data entered. ASM will host its own
website for web based registration screens. ASM will
incorporate bCard holder login for event web registration.
ASM's MIS department will create pre-registration databases
for each event. This information will be transferred to bCard
electronically. The electronic data transferred from/to bCard
to/from ASM via Internet will comply with the following:
3-2a. bCard will assist ASM in developing lists for advance
confirmation mailings to aid in marketing these events. Charges for this service
are not included in this agreement.
3-2b. This data will always be in a format mutually agreed
upon by bCard and ASM. The common database will include all fields at all times.
Any revision to the format will have to be fully documented and approved by both
parties.
3-2c. In order to properly interface with ASM's internal
systems, bCard will setup an extranet home page for ASM, which will be password
and user, protected. bCard will set up an account/mailbox and password on the
in-house server for each event. bCard will provide all information regarding
data communication and interface. bCard will also provide necessary system
integration expertise to properly develop a data plan designed to share attendee
and exhibitor information throughout the systems. bCard has extensive knowledge
in registration data transfers to and from client's systems.
3-2d. Should ASM elect to send pre-registration materials in
advance of any event all USPS mailing costs (if any) will be the responsibility
of ASM and will require ASM approval.
3-3. PAPER BADGE PRINTING SPECIFICATIONS:
Paper badges to all attendees. Suggested format as follows: It
is understood that ASM will sell sponsorship space on the
paper badge stock (see Supplies section).
Line 1: Company Name
Line 2: First Name and Last Name
Line 3: Title
Line 4: Attendee -Number (flush left) or Exhibitor - centered
(EXHIBITOR reversed out)
When official badge stock is depleted, bCard will use blank
paper stock.
3-4. bCard(R) ELECTRONIC BUSINESS CARDS SPECIFICATIONS: bCard will
provide the necessary quantities of pre-printed bCard's which will include the
bCard(R) logo. bCards will be printed with the cardholder's first and last name
as well as with a unique bCard number and expiration date. The card will have a
3-year validity. bCard's' chip will be encoded with all basic attendee
information to include fax, email and all or selected demographics, registration
codes and show code. A loyalty program around multiple use of the bCard with
issuance of bCard points pre-purchased by exhibitors will ensure continuous use
of the card thus providing great exposure for the ASM brands. These will be
provided without charge and an agreement to generate sponsorship revenues will
be included in this agreement.
3-5. ADVANCE SCHEDULE
Dates and Times are as follows:
Date of receipt of first pre-registration data: Friday 12:00
Noon MST before each event
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Date of second and last receipt of pre-registration data: 5:00
PM local time on Exhibitor move-in day Date for download of
exhibitor data: Friday 12:00 Noon MST before each event. ASM
pre-registration cut off date: 5:00 PM local time on Exhibitor
move-in day. After the cut off date, registration will have to
occur on-site
IV. ON-SITE REQUIREMENTS
4-1. DATA ENTRY, PROCESSING AND REPORTING:
4-1a. Record Content: Attendee record changes (if any) and
"last minute" records from the advance registration data will
be given to bCard by ASM. It is imperative that ASM does not
modify a record structure unless agreed by both parties and
necessary database structure upgrades have been implemented by
bCard.
4-1b. Data Entry: bCard will use a self-registration setup
where most input stations are made available to users
directly.
As a general rule bCard will require input of the
full content of a registration form prior to producing a
badge. However, in order to cope with unexpected surge in
on-site attendance, bCard will, upon agreement with the ASM
operations staff on-site, switch to a short form input,
whereby demographics are skipped. It is understood that this
process will be limited to very short time frames and both ASM
and bCard understand the importance of collecting demographics
prior to generating the badges. For those attendees that will
not be required to complete demographics on the computers,
they will be asked to complete a demographic card (which will
include space to write the reg ID # and first/last name) for
input later.
4-1c. Badge correction and replacement: on line database for
both exhibitors and attendees available on bCard registration
system. Full data base look up and editing capabilities
throughout the registration system(s): bCard networks all its
NT servers via Ethernet - TC/PIP with database mirroring to
ensure ongoing operation. Usual setup is based on a
client/server approach whereby each server writes to at least
one other on the network. This way the complete show database
is being stored on several servers at all times. There is no
degradation in the speed of a record lookup.
4-1d. On-site Reporting: bCard will provide basic
pre-determined online counts to ASM accessible through the
server. ASM and bCard will jointly define the type of reports
required.
1. Twice daily reports, 12:30 AM and 4:00 P.M.
summarizing pre-reg and on-site attendance.
2. Only ASM operations staff are authorized to
receive the on-site daily count reports.
4-1e. On-Site Cash Management: ASM will handle the cash and
cashiers management on-site. Attendees purchasing an on-site
entrance will receive from the cashier a pre-printed numbered
ticket. Registrants will key in the number, which will
automatically define the registration category.
4-1f. On-Site Processes:
o Pre-registered attendees with confirmations, bCard
holders and exhibitors will go directly to
self-registration. Exhibitors will not be able to register
on-site from 9:00 AM to 11:00 AM on day 1 of the event.
Special generic badges will be distributed to allow them
access to the exhibit floor during the morning rush period.
They will be instructed to return later to complete the
registration process.
o Onsite Registrants with a ticket will go to onsite
self-registration.
o Onsite Registrants without tickets will go to the
information booth and then onsite self-registration.
o Registrants with questions will go to Badge Correction.
<PAGE>
o Registrants needing changes will go to Badge Correction.
Paper badges and bCard's are produced at badge making
stations. Badge holders are handed out concurrently with
badges.
4-2. REGISTRATION AND BADGING EQUIPMENT:
There are four pieces of equipment, that bCard will provide in
various quantities, to properly perform its on-site
registration services:
o Self-Registration/Typing Stations: these are Laptop
PC's (Pentium)
o Computer Servers: these are NT Pentium based machines
with high capacity drives loaded with bCard
registration management software.
o bCard Printer/Encoders: these are industrial thermal
printers and encoders specifically designed for
credit card type badges. Print in 300 dots per inch
and encode in high density.
o Thermal Printer: these are high debit industrial
thermal printers specifically designed for 3x4"
continuous thermal paper badges.
Additional equipment requested by ASM for events will be
provided if available and will be charged according to the
pricing schedule provided in this agreement.
4-4. PERSONNEL - bCard REGISTRATION MANAGERS
bCard staff will install and maintain the equipment, train the
temporary registration personnel, oversee the registration
area, and manage the registration process under the direction
of ASM. bCard will staff ASM's events as follows for a period
not to exceed 4 working days (not including travel day) as
follows, but both parties will mutually agree upon final
number of bCard staff on-site at least 3 months from each
show. If multiple registration areas are added staff may have
to be increased. Any request by ASM for additional staff will
be charged according to the pricing schedule included in this
agreement:
bCard will charge for its registration staff based on a daily
rate of $400 for any additional day above the 4 working days,
which will include one extra working day at no charge. This
fee does not include housing, which is to be covered by the
client - not to exceed 5 days per event except for shows which
may require one extra room night. Travel and per diem are
included in the bCard fee.
bCard will schedule one supervisor for events under 4800
attendees and with less than 50 units of lead retrieval and
two supervisors when attendance is greater than 4800 or more
than 50 lead retrieval units are rented.
4-5. MOVE IN AND OUT SCHEDULE:
Suggested date and time are as follows: (actual schedule will
be determined jointly and will be confirmed in writing at the
latest 6 weeks from each show). It is estimated that bCard
staff will spend an average of 4 days at each show.
<TABLE>
<CAPTION>
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Day in 2000 Action Hours
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<S> <C> <C>
Decorator Move-in Arrival of bCard Staff 10:00 AM
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Decorator Move-in Move-in and Set-up 10:00 AM - 6:00 PM
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Exhibitor Exhibitor Self Registration Open 8:00 AM - 7:00 PM
Move-in
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Day 1 Typist Training 7:00 AM - 8:00 AM
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Day 1 All Registration Open 8:00 AM - 4:00 PM
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Day 2 All Registration Open 8:00 AM - 4:00 PM
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Day 2 Dismantling 4:00 PM
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</TABLE>
V. EQUIPMENT FREIGHT, STAFF TRAVEL AND LODGING
5-1. Freight maximum: bCard will coordinate and arrange for
shipping to and from each location and will charge freight as
part of total fee to ASM. Any freight incurred for shipping of
additional equipment, materials, supplies and other items
specifically requested by ASM outside of this proposal will be
the responsibility of ASM and require ASM approval. All
courier services charges will be the responsibility of ASM and
will require ASM approval.
5-2. ASM will provide housing for all bCard Account Managers.
Housing shall be at ASM's discretion but every attempt will be
made to ensure that the housing will be of adequate category
and in the proximity of the show site. Room(s) will be made
available from the evening prior to decorator move-in through
the evening of day 2.
VI. FINAL DATA PROCESSING AND REPORTING
6-1a. bCard to remove invalid records and validate data
fields (if any).
6-1b. bCard will remove duplicates. Deduping key used by
bCard is as a standard Name and Zip Code and when a
match occurs last record is kept.
6-1c. The complete database is to be delivered to ASM
within 10 working days after the close of the event.
6-1d. bCard will produce report formats as agreed and post
them on the web. Final reports will be accessed on
the Web
ONSITE:
o Counts twice daily (see section 4-1d)
POST SHOW:
o Full database
o As agreed with Marketing and posted on the web
o Ad Hoc Request upon mutual approval and with a
minimum 10 days warning.
VII. EXHIBITOR SERVICES - LEAD MANAGEMENT AND FOLLOW UP SYSTEMS
bCard will provide several lead gathering devices, on an optional rental
basis, to event exhibitors. bCard will absorb all costs of marketing the
retrieval systems to exhibitors. bCard to provide customized exhibitor kit
material to ASM for inclusion in the event Exhibitor Kits, breakfast
packages and on-demand in-house requests at pre-determined dates. bCard is
to make an additional mailing, one telemarketing campaign and one fax
broadcast. ASM to provide bCard with each of the events exhibiting company
database and any update starting 10 weeks from the show. bCard will also
provide on-site assistance at all time for the delivery of the machines and
technical support for the users. bCard will bring necessary equipment on
site (at least pre-show orders + sufficient replacements and 15% for new
on-site sales). There are several options:
<TABLE>
<CAPTION>
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Product Description Rental Cost
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<S> <C>
bCard PC Solution: bCard badge reader with software and cable. It connects Advance
directly to a computer. The First Contact lead qualification software is $235
programmable by the exhibitor: one can enter the list of sales people, a On-Site
list of products, a list of follow up actions, a list of free questions and $290
a note mode. Software allows for daily reporting and editing.
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<PAGE>
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bCard Hand-Held Solution: Hand-held battery operated unit with integrated Advance
bCard reader and user-friendly software. The user simply swipes the bCard $235
badge and the record is displayed on the screen. The user than uses a pen to On-Site
touch the appropriate buttons to qualify the lead. A standard four-page $290
questionnaire is provided. Machines are automatically downloaded at the
exhibitor services desk. Exhibitors can obtain download on diskettes or as
an option, after the event, on paper.
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bCard Follow Up : A new way to communicate product information via the Web. Advance
bCard operates a web server and will send to attendees who have an email $200
address or have a fax number an email with embedded URL address. Buyers will On-Site
receive an email thanking them for participating at the show and it will $200
list each product that the buyer has indicated an interest for with the
related live web address. A buyer receiving this email can immediately click
on the URL and it will go to the web site to obtain and display the
information.
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bCard Interactive: From hardware to software, bCard Interactive stations are Call for
compatible with most badging technologies available today (magnetic stripe, Information
two dimensional bar code, chip cards, etc.). bCard Interactive can be used
from show to show without any need for new training and re-configuration of
the lead collection system. bCard Interactive also offers touch screen
integrated stations, multi-protocol badge reader integration, custom graphic
user interface, web integration, bCardPoints Incentive Program integration,
bCard loyalty information network, ROI analysis: web based reporting, onsite
technical assistance, hardware acquisition programs and custom software
development.
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bCardPoints - Incentive Program: bCardPoints is a new way to reward Price per Point
attendees visiting a booth and it integrates seamlessly with bCard follow $0.04
up. bCardPoints can be redeemed for miles on several frequent flyer programs Set up Fee
(United, American, Delta, Northwest and USAir). bCard Holders redeem their $75
points through their bCard.net account on the web. When purchasing Minimum Order
bCardPoints, lead follow-up is included. $400
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bCard Insurance: Protects exhibitor from liability of theft or accidental Advance
damage to bCard unit. Must report loss or defect to bCard Exhibitor Services $25
desk before show close. To honor insurance policy for units believed stolen, On-Site
exhibitor must file a police/security report and forward a copy to a bCard $25
representative. Some conditions apply. Speak to a bCard representative for
more details.
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bCard Concierge Service: A bCard representative will drop off unit to the Advance Only
exhibitor's booth and pick up unit at the end of the show. Concierge service $25.00
is not available to order onsite
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</TABLE>
Advance pricing will be in effect until the second Thursday prior to the week of
the event.
VIII. MATERIALS
bCardis responsible for providing all the necessary materials to be used in
performing its services under this agreement. It is understood that ASM and
bCard will keep track of materials.
8.1. PAPER: Thermal paper 3"x4" continuous. Printed in PMS color
front with artwork supplied by ASM. ASM will provide artwork
including Sponsor logos to be printed. As a standard,
ITEC/Technology Showcase logo and Sponsor logo(s) will be in
the same color but would constitute an additional plate
charge.
Quantities for 2000: 237,825 pieces
Quantities for 2001: TBD
Quantities for 2002: TBD
<PAGE>
Orders will be placed one show at a time unless grouped orders
can be arranged. It is understood that in order to avoid rush
charges (billed at cost to ASM), ASM will provide badge
artwork with sponsor logo no later than 21 days from event
move in date.
Additional prices will be as follows. Does not include
shipping from manufacturer to bCard. Priced per thousand.
Quantity 1 Color
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3,000 $265
5,000 $135
10,000 $ 90
Blank white stock is $75 per thousand
Copy/Color Changes: $75 each
Printing Charge for One Additional Color: $75 plate charge
8.2. bCard is not charging ASM for the purchase of the bCards and
will in essence subsidize their cost. But the overall fee
charged to ASM includes the printing /encoding of bCards with
paper badges to event visitors.
It is also understood, that bCard and ASM will jointly (or
independently) seek additional sponsors for bCards and the
registration area for the events. bCard will ensure that
bCards will be printed with the jointly approved sponsor(s)'
logo(s).
8.2.1 bCard Sponsorship: Schedule B attached represents the
sponsorship costs for each event on the ASM events scheduled.
The cost to ASM is $.40 each. The calculation represents the
forecast requirements for advance/on-site for attendees and 3%
of the exhibitors. If more cards are required additional cards
sponsored will be billed to ASM at a rate of $.40 each.
8.2.2 Operations Reimbursements: The operations department will
receive a contract credit of $250.00 for each event where
bCard's are sponsored pursuant to schedule B.
8.3. BADGE HOLDERS: Clear vinyl - for 3"x4" paper badge - round
corners clip attachment style.
Quantities for 2000: 237,825 pieces
Quantities for 2001: TBD
Quantities for 2002: TBD
Orders will be placed twice a year to get lower price. Additional price for
badge holder will be as follows. Does not include shipping from manufacturer to
bCard:
Prices per thousand: $175/1000.
It is understood that bCard and ASM may implement a badge
holder recycling process on-site at each event and that bCard will collect and
re-use the badge holders. Used badge holders will not be tallied and will not be
applied against used quantities.
Other types of badge holders are available and ASM may order
from bCard based on approved quotation.
IX. ADDITIONAL EQUIPMENT:
Prices for equipment requested by ASM above and beyond the
standard allocation are as follows:
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Description Cost per Unit
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Typing Stations - PC's $200.00
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Computer Server $500.00
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<PAGE>
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Paper Badge Printer $250.00
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bCard Printer/Encoder $500.00
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All requests for additional equipment will have to be approved
by both parties and will require at least a 30 days notice.
X. SERVICE FEE:
bCard will provide standard services, as described throughout this Agreement for
the fee stated below:
bCard will perform basic services described above for each of the 52
ITEC & Technology Showcase Events produced by ASM listed in Attachment
A, for a total fee of: $327,964.70
The above fee includes:
Badge Stock: Paper as required with the standard ITEC or TS logo in
Black bCards: Supplied as required on-site for all events. Badge
holders: 237,825 clear plastic badge holder's w/clip Equipment: As
described for each show type in above agreement and only within defined
parameters bCard Staff: As described for each show type in above
agreement and only within defined parameters Travel: As described in
above agreement and only within defined parameters Shipping: As
described in above agreement and only within defined parameters
Software: As described in above agreement and only within defined
parameters Data Processing: As described in above agreement and only
within defined parameters Reporting: As described in above agreement
and only within defined parameters Lead Retrieval Marketing: As
described in above agreement and only within defined parameters Lead
Retrieval On-Site Management: As described in above agreement and only
within defined parameters
Exhibiting companies at ASM events per year base the bCard fee on
information provided by ASM that shows an average of 30% pickup of lead
retrieval systems. The current estimation is that 2100 units will be
rented in 2000, with about 1050 in the spring program and 1100 in the
fall one. bCard reserves the right to renegotiate its fee after the
Spring Program of 2000, if the amount of unit rented falls below 1000.
ASM and bCard will work in close collaboration to ensure that
exhibiting companies at ASM events take advantage of bCard's lead
management services.
XI. DEPOSITS
8-1. First Deposit: Date: Upon signature $81,991
8-2. Second Deposit: Date: May 15, 2000 $81,991
8-3. Third Deposit: Date: September 15, 2000 $81,991
8-4. Fourth Deposit: Date: December 8, 2000 $81,991
bCard is to provide final invoice within thirty (30) days of the close of the
last ASM event. The final invoice for services due upon receipt. Any undisputed
balances delinquent more than 30 days are subject to a 15% APR service charge.
XII. TERMS AND CONDITIONS
12.1. ASM will provide in-hall drayage.
12.2. ASM will provide electrical power to bCard specifications by
noon of the first registration set-up day or as agreed upon
per show schedule between ASM and bCard.
<PAGE>
12.3. ASM will provide all registration furniture (by noon of the
first registration set-up day or as agreed upon schedule),
pipe and drape, rope and stanchion, signage and secretarial
chairs for typists.
12.4. ASM will provide all registration clerks, badge typists, badge
clerks and cashier personnel. Staffing schedule with adequate
time for training to be provided by ASM. All late advance
registration work (if any) to be performed by temporary
personnel.
12.5. ASM will provide a bCard Exhibitor Service desk in the
registration area for exhibitor services equipment
distribution and return.
12.6. bCard needs to be involved with the floor plan designs for the
registration areas. Plans to include furniture, electrical and
telephone requirements.
12.7. For data communication, ASM will provide a telephone in the
registration area by noon on the first registration set-up day
or as agreed upon schedule. bCard pays long distance usage.
12.8. ASM and bCard will define jointly the type of security
arrangements for each event. bCard will pay for security
services as prescribed when registration is not located in the
exhibit hall. Normally bCard will pay for security overnight
on the evening of exhibitor registration and overnight on the
first day of the exhibition. ASM will make all the security
arrangements in conjunction with bCard.
12.9. bCard will provide workman's compensation liability insurance
in at least the statutory amount for its employees.
12.10. bCard will provide a complete post show database within 10
working days of each show closing.
12.11 The terms and conditions in this agreement proposal constitute
an offer, which shall remain open for thirty days. An
acceptance of this offer by American Show Management, by
signing and returning the Signature page will create an
agreement upon the terms and conditions contained herein,
unless otherwise stated in writing and signed by both parties.
12.12 Future alterations to the terms and conditions of the contract
must also be in writing, signed by both parties. No verbal
revisions will be made.
12.13 The terms and conditions of this agreement shall be governed
by the laws of the State of Utah. In any litigation, the
prevailing party shall be entitled to, recover costs of such
litigation, including reasonable attorneys fees.
12.14 In order to reserve the equipment, perform the necessary tasks
for advance show preparation and make advance purchases of the
necessary show materials, the deposits in the amounts in the
agreement are to be remitted to bCard on the dates shown in
the quotation. The final balance is due upon receipt of the
final invoice for services.
12.15 In the event of cancellation of any of ASM's 52 ITEC &
Technology Showcase events covered in this agreement prior to
completion of all services called for in this agreement, the
amounts (or part of the amounts) deposited shall be credited
towards a like event.
12.16 It is understood that ASM owns and is the sole proprietor of
all the registration data processed and handled by bCard for
the events. The database for each event will be kept in
bCard's offices for a maximum period of 18 months unless
instructed otherwise by ASM. bCard will not release any or all
data without written authorization by ASM.
12.17 Long Term Agreement: This Agreement reflects special pricing
extended to ASM for entering into a three-year agreement with
bCard from 2000 through 2002. Anything herein to the contrary
notwithstanding, bCard may increase its service fee charged in
2001 and 2002 by an amount not to exceed 10% of the average
service fee per event charged in the immediately preceding
year.
<PAGE>
To illustrate: The average service fee per event charged in
2000 is $6,307.01 (i.e., the aggregate service fee of
$327,964.70 divided by the 52 events). In 2001, the aggregate
service fee shall not exceed $6,937.71 (i.e., a 10% increase
over the average service fee per event charged in 2000)
multiplied by the number of events for which bCard provides
its services hereunder in 2001 unless the aggregate size,
nature or the services provided for the events changes.
In making any service fee increase, bCard will take into
account that an increase in the number of events in any or any
succeeding year may result in economies of scale to bCard in
providing its services under this Agreement. Cost of
additional supplies may increase in each year by a maximum of
CPI of prior 12 months + 3%.
12.18 Renewal and Termination. As stated, this Agreement is entered
into for a term of three years (2000 - 2002) and covers the
ASM events (i) in 2000 which are listed on Attachment A, and
(ii) in 2001 and 2002, as set forth in a written list to be
provided by ASM to bCard no later that January of such year,
such list to include dates, locations, equipment and personnel
needs and estimated supplies requirements.
Any renewal or extension of this Agreement beyond the
three-year term must be done in writing and signed by both
parties.
Although the parties contemplate a three-year term, either ASM
or bCard may terminate this Agreement without further
liability prior to the expiration of the three-year term,
effective at the end of a calendar year, upon written notice
to the other. Notice shall be given prior to November 30, and
such termination shall then be effective on December 31.
The parties acknowledge that this Agreement is based upon each
party's performance and, accordingly, each party reserves the
right to review the other's performance between and/or during
event sessions and propose revisions to this Agreement it
deems necessary.
12.19 Onsite Performance goals: bCard will install a registration
process that will be continuously operational during the
pre-determined registration hours. Except for an act of god,
bCard will commit to an on-going registration process onsite
at all ASM Events. If for any reason, bCard is unable to
provide the services outlined in this agreement for ASM,
during calendar 2000 - 2002, any and all deposits made on
behalf of ASM will be refunded less expenses incurred to date.
12.20 Event Cancellation. If ASM decides, in its judgment, to cancel
a scheduled event, then it may cancel bCard's services
hereunder for such event with limited liability by giving
bCard no less than 60 days' prior written notice. For each
event so canceled, the aggregate service fee charged by bCard
for that year shall be reduced by the average service fee per
event for such year less any prepaid supplies or commitments
for which bCard is contracted.
<PAGE>
SIGNATURE PAGE
February 4, 2000
bCard Inc.
407 - 555 Richmond Street West
Toronto, Ontario M5V 3B1
AGREEMENT 2000-100/001 BETWEEN BCARD INC. AND AMERICAN SHOW MANAGEMENT.
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Acceptance
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In connection with this agreement proposal dated February 4, 2000, we hereby
accept the offer contained therein.
We have enclosed the check for $81,991.00 as advance payment in accordance with
this agreement.
This acceptance entitles you to start arranging all necessary details for our
requirements, and reserving the required equipment and personnel.
Offered by BCARD INC.
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Dan Blair
General Manager
Accepted by: AMERICAN SHOW MANAGEMENT
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Authorized by
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Title
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Date
