Exhibit 10.43
Media Relations Cooperation Contract
1. Parties Involved and the Purpose of Cooperation
This Media Relations Cooperation Contract (the "Contract") is by and between
Merger Communications, Inc. ("Merger") and MyWeb Inc.com (the "Company").
The object of the Contract is to increase the Company's visibility and awareness
of the Company and its products and services by obtaining publicity for the
Company, only as approved by the Company.
2. Duties
Merger's sole duty is to take care of the Company's media relations activities
according to this Contract.
2.1 Press Releases
Merger will produce as many press releases as, in its sole discretion, it deems
necessary and appropriate. The preparation of these press releases will take
place using material and information provided by the Company and may include
additional information that Merger finds through its research. Press releases
must be approved by the Company in accordance with Section 3 hereof before being
delivered to the media by Merger. The Company is completely responsible for any
and all legal notices and/or disclaimers that should be included in its press
releases, or any other printed material, and assumes all liability for such.
Merger may print the press releases or other printed materials on the Company's
letterhead and use the Company's envelopes for these operations. Merger may also
imprint the press releases or other written materials with the Company's logo
for electronic distribution. When appropriate, Merger will mail the press
releases via First Class mail to the media and is responsible for the mailing
expenses of those press releases.
Expenses for distributing press releases via newswire, mass fax and mass e-mail
shall be billed directly to the Company as set forth in Section 8 hereof. Merger
is responsible for all expenses related to the printing of press releases.
2.2 Article Ideas
Merger will attempt to arrange for as many journalists in the appropriate media
to cover the Company and all related issues and stories in a manner that
enhances the Company's image, awareness and perceived value. Merger will contact
freelance journalists and journalists at key media through phone conversations
and via fax and mail to introduce article ideas representing the Company and its
products, services and technology. Other article ideas that will promote the
Company or its products, services and technology in the context of a related
story will also be offered to the journalists in the same manner. Article ideas
and other material must always be approved by the Company in accordance with
Section 3 before being delivered to the media.
Expenses for distributing article ideas via newswire, mass fax and mass e-mail
shall be billed directly to the Company as set forth in Section 8 hereof.
2.3 Clipping Service & Reporting
Merger will arrange for a press clipping service for the Company of all
corresponding articles involving the Company or its products, services and
technology. Merger will furnish the Company with copies of all Company-related
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articles published during the Contract. Expenses for press clipping services
shall be billed directly to the Company as set forth in Section 8 hereof.
3. Approval by the Company
Each final draft of any document to be delivered to the media will bear the
following language:
"I have carefully read and reviewed the statements set forth in the
attached document dated ______________. Such statements are complete
and accurate in all material respects and I am not aware of any factor
or circumstances that would render any of the statements made therein
false or misleading."
which must be executed and returned to Merger prior to the release of the
document.
4. Liability
Merger's activities are strictly Media/Public Relations-related. Because
Merger's activities are directed by and pre-approved by the Company, and are
based on the information it receives from the Company, Merger assumes no
liability or responsibility related to said activities, or any consequences
related to said activities, or their use or misuse.
5. Non-Solicitation
During the term of this Contract and for a six (6) month period thereafter the
Company will not recruit, hire or attempt to recruit or hire, directly or
assisted by others, any employee or affiliate of Merger.
6. Contract Release
This Contract cannot be released to a third party without written approval of
the non-releasing party.
7. Term of the Contract
This effective date of this Contract is 9/28/99 and it will terminate 9/28/00.
8. Consideration
For the above media relations services, the Company will pay Merger the
following consideration: (i) the Company will grant Merger a one-time payment of
fifteen thousand (15,000) restricted shares of the Company's common stock and
(ii) the Company shall pay Merger [***] for each month this Contract is valid.
Merger acknowledges that the fifteen thousand (15,000) shares of Company common
stock to be issued are restricted, and may not be sold unless they are
registered pursuant to the Securities Act of 1933, or an exemption from
registration is available. All fifteen thousand (15,000) restricted shares of
the Company's common stock shall be given to Merger by 10/7/99. After the shares
have been held by Merger for the period of one year, the Company acknowledges
that it will not delay or hinder the processing of any Rule 144 legal opinion,
provided that such subsequent transfer complies with the rules and regulations
set forth in Rule 144. In the event the Company delays the processing of such
opinion for any reason, and such sale comports with federal and state securities
laws, the Company agrees to pay liquidated damages in the amount of the
differences between the last sales price of the Company common stock on the date
the shares were able to be sold and the last sales price on the date the legal
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opinion is granted. The Company agrees that the cost of such legal opinion and
any related transfer fees shall be borne solely by it. The certificate for
fifteen thousand (15,000) restricted shares of the Company's common stock shall
be given to Merger by 10/7/99.
Payment for the cash portion of these fees shall be made according to the
following: (i) the Company shall deliver to Merger a check for [***] immediately
upon the signing of this Contract, and (ii) the Company shall deliver to Merger
a check for [***] by the 30th of each subsequent month through February 30,2000.
Any out-of-pocket expenses, such as, but not limited to, newswire, mass fax and
mass e-mail service charges, travel, professional still photography or video
production or editing, etc, shall be billed directly to the Company by the
vendor or service provider whenever possible. When direct billing is not
possible, the vendor or service provider shall bill Merger and Merger shall bill
the Company for such charges immediately and payment for such is due to Merger
within fourteen (14) days of the Company's receipt of each corresponding
invoice.
The above prices do not include taxes.
9. Miscellaneous
9.1 Notices
All reports, communications, requests, demands or notices required by or
permitted under this Contract shall be in writing and shall be deemed to be duly
given on the date same is sent and acknowledged via hand delivery, facsimile or
reputable overnight delivery service (with a copy simultaneously sent by
registered mail), or, if mailed, five (5) days after mailing by certified or
registered mail, return receipt requested, to the party concerned at the
following address:
Merger Communications, Inc.
1770 St. James Place, Suite 515
Houston, TX 77056
Tel: (713) 267-2328
Fax: (713) 572-2566
Attn : David Drake
MyWeb Inc.com
595 Market Street, Suite 2500
San Francisco, CA 94105
Tel: (415) 538-3728
Fax: (415) 538-3729
Attn: Victor Ng
Any party may change the address to which such notices and communications shall
be sent by written notice to the other parties, provided that any notice of
change of address shall be effective only upon receipt.
9.2 Integration
This Contract sets forth the entire Contract and understanding between the
parties, or to the subject matter hereof and supersedes and merges all prior
discussion, arrangements and Contracts between them.
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9.3 Amendments
This Contract may not be amended or modified except by written instrument signed
by each of the parties hereto.
9.4 Interpretation
This Contract shall be construed by and interpreted in accordance with the laws
of the State of Texas, without regard to principles of conflict of law. The
headings given to the paragraphs of this Contract are for the convenience of the
parties only and are not to be used in any interpretation of this Contract.
9.5 Jurisdiction
The parties hereby (i) agree that the State and Federal courts sitting in the
State of Texas, County of Harris shall have exclusive jurisdiction in any action
arising out of or connected in any way with this Contract; (ii) each consent to
personal jurisdiction of and venue in such courts in any such matter; and (iii)
further agree that the service of process or of any other papers with respect to
such proceedings upon them by mail in accordance with the provisions set out in
Article 9.1 hereof shall be deemed to have been duly given to and received by
them five (5) days after the date of certified mailing and shall constitute
good, proper and effective service.
9.6 Severability
In the event that any one or more provisions of this Contract shall be held
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
9.7 Waiver
No failure or delay on the part of either party in exercising any power or right
under this Contract shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No waiver by
either party of any provision of this Contract, or of any breach of default,
shall be effective unless in writing and signed by the party against whom such
waiver is to be enforced. All rights and remedies provided for herein shall be
cumulative and in addition to any other rights or remedies such parties may have
at law or in equity.
9.8 Counterparts
This Contract may be executed in one or more counterparts, all of which taken
together shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Contract this the
28th day of September, 1999.
Merger Communications, Inc. MyWeb Inc.com
Signed Signed
By: /s/ David Drake By: /s/ T.S. Wong
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David Drake, Vice President T.S. Wong, CEO
