|
Page 2
<br />7. INDEMNIFICATION AND AGREEMENT TO HOLD HARMLESS. PUBLISHER executes this AGREEMENT in its capacity as an independent
<br />contractor and not as an agent of or for the CITY. Accordingly, PUBLISHER shall indemnify and hold the CITY harmless from any action arising from the content of
<br />the PUBLICATION or from the performance of the PUBLISHERS obligations under the terms of this AGREEMENT, This AGREEMENT shall not be construed to
<br />create a liability between third parties and the party not incurring the cost or expense. Accordingly, each party shall hold the other harmless for any and all claims or
<br />lawsuits for such costs and expenses brought by thud parties against the party not incurring the expense.
<br />8. AGENCY. The PUBLISHER agrees that it is not an agent or representative of LICENSOR, and PUBLISHER shall not represent itself as such to the
<br />public. The PUBLISHERS sales personnel shall at all times identify themselves as representatives of PUBLISHER. The PUBLISHER, as an independent publishing
<br />corporation, assumes full responsibility for the editorial, marketing, sales, and production of the PUBLICATION, and hold by virtue of this Agreement a license from
<br />LICENSOR to use its name only in reference to the sale, production, and promotion of the PUBLICATION, which is owned by PUBLISHER, and all revenue pro-
<br />duced from the sale of advertising in the PUBLICATION belongs solely to PUBLISHER, subject to the limitations provided for in paragraph 6.
<br />. 9, NON - ASSIGNABILITY AND LIST PROPERTY. The duties and obligations created hereunder may not be assigned without the express written con-
<br />sent of the parties.
<br />104 SCHEDULING. Start of advertising sales for this project shall be mutually determined by the PUBLISHER and CITY. The project shall encompass
<br />a minimum of 7 months to complete, from start of sales,
<br />11. INTERNET PROGRAM. In conjunction with the printed PUBLICATION, the PUBLISHER shall include all components of the
<br />Convergence Publishing Program® including a publication website, an interactive downloadable eBook, a Mobile Business Directory. A SmartPhone
<br />application publication website (includes both the iPhone and Android platforms) and a Local Business Search Directory featured within the online
<br />publication, all part of this PUBLISHING agreement outlined below.
<br />A. ONLINE PUBLICATION: Within 60 days of delivery of the publication, the PUBLISHER shall convert the editorial and photographic
<br />elements of the publication into a community website to be contained within the Village Profile Community Profile Network@ portal on the Internet.
<br />The CITY and PUBLISHER shall provide reciprocal hyperlinks from their respective websites, upon activation of the CITY - Village Profile community
<br />website on the Community Profile Network®. The PUBLISHER shall maintain your online PUBLICATION website indefinitely on the Community
<br />Profile Network ®, or until the current online publication is replaced with another Village Profile PUBLICATION. CITY Email
<br />address; Internet address:
<br />B. BONUS INTERNET DISTRIBUTION. Within 90 days of delivery of the publication, the PUBLISHER shall convert the PUBLICATION
<br />into a New View eBookTm, which will be linked from your online publication website, for free download via the Internet.
<br />C. BUSINESS LOCATOR DIRECTORY. Within 60 days of delivery of the publication, the PUBLISHER shall create an interactive business locator map
<br />directory within the community website, featuring participating advertisers print ads in conjunction with a locator map, locating their business.
<br />D. 24/7 MOBILE NETWORK. Within 90 days of delivery of the publication, the PUBLISHER shall convert the PUBLICATION participating
<br />advertisers directory into the PUBLISHERS Community Business Network"' portal at vpmobile.us ®, providing 24/7 access to your participating
<br />advertisers, including a business categorical directory listings and links to instant phone dial-up, websites and email addresses, all accessible via smart
<br />phones, web - enabled cell phones and other wireless devices.
<br />NEW ONLINE BENEFITS IN 2011!
<br />E. SMARTPHONE APPLICATION: Within 90 days of delivery of the publication, the PUBLISHER shall convert PUBLICATION elements
<br />into the Village Profile® SmartPhone application community portal, (includes both the iPhone and Android platforms), establishing a SmartPhone
<br />application publication page for the CITY, featuring CITY contact information, links tothe publication editorial chapters, the CITY website, the publica-
<br />tion participating advertisers business directory and App Showcase ads, with links to their business website.
<br />F. CONVERGENCE BUSINESS NETWORK®. Within 90 days of delivery of the publication, the PUBLISHER shall convert the PUBLICA-
<br />TION advertisers into an online business directory hosted within the Convergence Business Network ®, accessible from the online PUBLICATION web-
<br />site created for the CITY. Participating publication advertisers will be featured with an enhanced multi-media information window linked from the
<br />advertisers business directory listing. All participating advertisers will be provided a login password to a landing page that will enable them to manage
<br />uploads to their multi - -media business listing information and access to our eMail Marketing System, that will provide them the ability to message their
<br />promotions in Text, Audio, Video and Coupon form to other particiapting advertisers in the business directory, for just 5 t per email sent.
<br />G. LOCAL BUSINESS SEARCH DIRECTORY BENEFITS. Village Profile online publications feature a Local Business Search Directory
<br />hosted by Local.com. Within 30 days of publication advertising sales close, all participating advertsiers will receive a free business listing on Local.com
<br />national search directory. In addition, particpating advertisers will be offered a premium listing for a monthly rate of $39.95, that will guarantee top of
<br />local search page positioning on the Village Profile online publication search directory. The online pubication search directory is exclusive to publica-
<br />tion advertisers. The local search is determined by product relevance and radius from search location.
<br />H. Universal Business Listing (UBL) PUBLICATION SALES PROGRAM. As part of a Village Profile® Publishing Agreement all CITY advertisers
<br />will be given an opportunity to purchase a UBL Identity Package at the published rates. As a courtesy to all participating advertisers, they will receive a discounted
<br />UBL rate and a free courtesy WebCard.
<br />12. DELAY OR CANCELLATION. The PUBLISHER shall have the right to delay production and reschedule sales, or terminate this project if the CITY
<br />have in the last thirty (30) days prior to sales start, or during the sales process of this publication, sponsored or sold any display advertising in a competitive publication. In
<br />addition, the PUBLISHER shall have the right to invoke this contract clause due to catastrophic delays caused by fire, strikes, accidents, political or economic conditions, or
<br />other causes beyond the control of the PUBLISHER.
<br />The above representations are the entire agreement of the CITY and PUBLISHER signatory to this Agreement.
<br />Publishers Representative, Village Profile.com, Inc.
<br />Authorized Representative of THE CITY OF RAMSEY, STATE OF MINNESOTA ( "CITY "),
<br />B y Date
<br />
|