sample="quota" bates="2040583534" isource="pm" decade="1990" class="ui" date="19950415" AGREEMENT This agreement is made as of the 15th day of April, 1995 by and between Phillip Morris Incorporated, a Virginia corporation with executive offices located at 120 Park Avenue, New York, New York 10017 ("Philip Morris"), and Gary M. Reynolds & Associates, Inc., a Wisconsin corporation with executive offices located at 16535 W. Bluemound Road, Suite 230, Brookfield, Wisconsin 53005 ("GMR"), pursuant to which GMR will perform services, which will include the following, for Philip Morris under the terms and conditions stated. 1. Services GMR will perform services in connection with the PARLIAMENT Party Zone '95 program (the Program") to be conducted at locations and at the times set out on Exhibit A hereto. The Program will comprise daytime activities and nighttime activities, which will include the PARLIAMENT Getaway video promotion (the "Video Promotions"), at the locations set forth in Exhibit A (the "Sites"). (a) GMR will enter a written agreement in a form provided or approved in advance by Philip Morris and GMR ("Site Agreement") with an authorized representative of each Site to secure for Philip Morris the right to hold the Program at the Site. The Site must have a policy of physically identifying persons 21 years of age or older. Site Agreements must provide that Philip Morris will have the exclusive right to distribute complimentary samples of its product and promotional materials to smokers 21 years of age and older during the Program. GMR will promptly notify Philip Morris, in writing, if GMR becomes aware of any local laws or governmental regulations prohibiting the display or distribution of promotional materials at the distribution of Philip Morris products at the Site. GMR will deliver to Philip Morris an executed copy of each Site Agreement prior to the date of the Program. (b) In connection with the Program GMR will: (1) develop, create and produce the PARLIAMENT Party Zone materials listed on Exhibit B (the "Materials") in sufficient amounts for use throughout the Program. The Materials must be approved in advance by Philip Morris; (2) set up and decorate in and around each Site including: (i) interior and exterior signage (ii) PARLIAMENT inflatable facade at the daytime Sites (where permitted) (iii) interior and exterior (where permitted) banner placement (iv) redemption tables (3) break down and securely store all Materials and Program related equipment at the Program; (4) place and refill bar organizers (5) distribute PARLIAMENT product, branded incentive giveaway merchandise and premiums to smokers 21 years of age or older. At the completion of the Program, GMR will ship excess incentives, if any, and materials as directed and at the expense of Philip Morris; (6) rent local warehouse or other facilities and vans for the storage, shipment and transportation of the Materials and other Program-related equipment; (7) provide miscellaneous Program-related supplies and equipment, e. g. pens, tablecloths, tape, beepers, gasoline, etc.; (8) subject to the prior approval of Philip Morris, make all necessary preliminary arrangements for the Program, including arranging for hotel accommodations; (9) cooperate and work with Philip Morris and third parties designated by Philip Morris on all matters relating to the organization of the Program including cooperating with local Philip Morris sales personnel; (10) create a videotape record of the Program, encompassing the various Sites, for Philip Morris' internal business use; (11) obtain all releases and consents necessary for the performance of GMR's duties. GMR warrants that it has obtained, or has ensured that the appropriate Site has obtained, all appropriate consents or licenses from ASCAP, BMI or other similar licensing organizations; (12) use best efforts to ensure that all participants in the Program are 21 of age or older; (13) retain, train, supervise and assume complete responsibility for sufficient personnel to staff the Program, all of whom will be persons reasonably satisfactory to Philip Morris (the "Staff"). The Staff must include: (i) Two Regional Managers (the "regional Program Managers") and five Sampling Supervisors"), who have received at least six hours of training prior to the Program. Three GMR Project Managers will oversee the overall program, and one Sampling Manager will be on location at each Site to supervise on-site activities. 9. Confidentiality GMR, its employees and agents will hold strictly confidential all information and materials provided by Philip Morris to GMR or created by GMR in performing the Agreement. The information and materials will remain the property of Philip Morris. GMR will not use or disclose information unless authorized to do so in writing by Philip Morris. Upon termination or expiration of the Agreement, or within 30 days thereafter, GMR will return all confidential information and materials to Philip Morris. GMR's obligation to maintain the confidentiality of information and materials obtained from Philip Morris in connection with GMR's performance of the Agreement will survive the termination of the Agreement. Confidential information referred to herein will exclude all information generally know to the public. 10. The Parliament Name GMR recognizes and acknowledges that the PARLIAMENT mark and trade dress and the goodwill associated therewith have great value and are the exclusive property of Philip Morris. With the sole exception of GMR's right to use the mark and trade dress, subject to Philip Morris' approval, in connection with GMR's performance of the Agreement, GMR acknowledges that it has no right in and to the mark and trade dress of PARLIAMENT and agrees not to act in any manner that is inconsistent with or damaging to Philip Morris' rights in the PARLIAMENT mark and trade dress. 11. Indemnity (a) GMR indemnifies and holds harmless Philip Morris, its affiliates and each of their respective officers, employees, directors and agents from all claims, liabilities, costs and expenses, including reasonable attorneys' fees, that arise from, or may be attributed to negligent actions or omissions of GMR, and which are not substantially contributed to by Philip Morris. GMR's obligation to indemnify and hold harmless will survive the termination of the Agreement. (b) Philip Morris indemnifies and holds harmless GMR, its affiliates and each of their respective officers, employees, directors and agents from all claims, liabilities, costs and expenses, including reasonably attorneys' fees, that arise from, or may be attributable to negligent actions or omissions of Philip Morris, and of which are not substantially contributed to by GMR. Philip Morris' obligation to indemnify and hold harmless will survive the termination of the Agreement. Insurance (a) Within ten days after execution of the Agreement, GMR will deliver to Philip Morris certificates of insurance evidencing coverage for (1) watercraft liability covering all water activities contemplated by the Agreement with coverage of no less than $500,000; (2) comprehensive general liability, including advertiser, participants', spectators', contractual and products/completed operations liability, with limits of no less than $6,000,000 combined single limit for bodily injury, including personal injury, and property damage; (3) comprehensive automobile liability, including all owned, non-owned and hired vehicles, with limits of no less than $6,000,000 combined single limit; (4) statutory workers' compensation coverage meeting all state and local requirements; and (5) employer's liability with limits of no less than $500,000 dollars. The insurance certificates required (other than that required by (4) above) must name Philip Morris, its affiliates, employees and assigns as additional insureds and must state that Philip Morris will be provided at least thirty days advance, written notice of a cancellation or modification of the insurance. The insurance must be primary coverage without right of contribution from any other Philip Morris insurance. Insurance maintained by Philip Morris is for the exclusive benefit of Philip Morris and will not insure to the benefit of GMR. (b) GMR will ensure that each subcontractor under this Agreement will maintain such insurance with such limits of liabilty as Philip Morris may reasonably require, including host liquor liability. GMR will also ensure that each subcontractor provide Philip Morris with certificates of insurance evidencing such coverage. To the extent that Philip Morris requires a subcontractor to increase its limits of liability or to obtain insurance other than the insurance the subcontractor customarily maintains, the parties expressly acknowledge and agree that the cost of such requirements shall be soley the obligation of Philip Morris, which costs are in addition to and not part of GMR's compensation under Section 2 of this Agreement. GMR will provide a written estimate of any such additional insurance costs, which must be approved in writing by Philip Morris. 13. Independent Contractor. GMR is an independent contractor and the Agreement shall not be construed to create an association, partnership, joint venture, relation of principal and agent or employer and employee between Philip Morris and GMR or its agents within the meaning of any federal, state or local law. GMR will not enter into any agreement, oral or written, on behalf of Philip Morris or otherwise obligate Philip Morris without Philip Morris' advance written approval. Sampling Training During your training session, you will be asked to demonstrate the sampling technique by offering a sample to your supervisor. This practice is designed to increase your confidence and give your Supervisor an opportunity to help you refine your sampling technique. Points to remember * Speak clearly *Give the complete and correct name of the cigarette. *Never refer to the samples as "free cigarettes." * Give only one sample to each smoker. If you give more than one, you may miss opportunities to sample other smokers. If an individual keeps coming back for more samples: - Thank him for trying our product and explain that you are not allowed to give more than one sample to each person. - Do not argue. Continue sampling other people. * PARLIAMENT sampling is intended to generate interest, trial and conversion among smokers of competitive brands who are 21 years of age or older. Do not sample smokers of Philip Morris products if you can avoid it. If a Philip Morris smoker requests a sample, however, do not hesitate to give it. The following list of Philip Morris brands will help you identify Philip Morris smokers: Marlboro, Benson & Hedges, Merit, Virginia Slims, Parliament, Saratoga, Cambridge, Alpine, Bucks, Bristol, Players PARLIAMENT SAMPLING PROGRAM * You will be working on a tight schedule. You will not have time to: - Stop and talk about the brand. - Debate or argue the issue of cigarette smoking and health. - Strike up a conversation with a passerby. * If a negative statement attacking you or the cigarette industry is made, the following response is suggested: "I regret that you feel that way. Thank you." OR "I'm not sufficiently qualified to comment on that issue. Thank you." * Before leaving your location, make sure that no litter from your sampling activity remains. Special Situations Your supervisor will help you with any problems you encounter while sampling. If someone objects to your sampling at an assigned location, please do not argue. Ask the person to wait until your Supervisor is available to speak with him. Remember, handling complaints is your Supervisor's job. If your Supervisor is not immediately available, relocate. Do not argue. You should not consent to interviews. Representatives of other companies may try and question you. If this occurs: * Tell them you are not qualified to answer questions. * Refer them to you Supervisor. Ask for their business card and submit it to your Supervisor. IF A REPORTER ASKS FOR AN INTERVIEW, PLEASE SAY "NO" AND REFER THE INDIVIDUAL TO YOUR SUPERVISOR. PARLIAMENT SAMPLING PROGRAM V. RESTRICTIONS ON SAMPLING You are required to observe certain sampling restrictions developed by Philip Morris to maintain the good community relations our brand and people enjoy. Please review this important information carefully. You must sign the Certificate on the last page of this manual, indicating that you understand and agree to the following restrictions: * Do not sample in or on public streets, sidewalks or parks except in areas where access is limited to persons to whom cigarettes may be lawfully sold. Samples can be distributed in such places only to persons 21 or older. * Give samples only to smokers who are 21 years of age or older. If a young looking person requests a sample, refuse with the explanation that samples cannot be given to persons under 21 years of age. If the person states that he is 21 or older, you must verify that by asking to see identification with proof of age. * Do not urge anyone who refuses a sample to accept it. Do not give samples to non-smokers. Samples are intended only for smokers. Do not distribute samples to people in vehicles. Avoid blocking or impeding pedestrian traffic. Distribution of samples should be conducted only by authorized persons. Take care of your samples. Store them in a secure place both on and off the job to avoid inadvertent distribution. Do not leave litter in sampling locations. Promptly dispose of empty sample boxes and all litter that results from you sampling activity. Do not sample within two blocks of a place of religious worship or of any center of youth activities such as playgrounds, schools, college campuses, or fraternity or sorority houses. PARLIAMENT SAMPLING PROGRAM * Circumstances preventing sampling from being conducted consistent with the provisions of this manual should be stopped until circumstances abate. If you have questions regarding sampling guidelines and restrictions, ask you Supervisor before you start your sampling activities. PARLIAMENT SAMPLING PROGRAM GOOD LUCK We are pleased that you have joined the Parliament Sampling Program as a product sampler, and we know you will help make it effective. Please comply with the important guidelines in this manual to ensure the success of the program. We hope this experience will be challenging and rewarding for every member of our sampling team. PARLIAMENT SAMPLING PROGRAM CERTIFICATION This certifies that I have been instructed by representatives of Philip Morris U.S.A., or their designated distributing agency, of sampling guidelines and restrictions. I will offer samples only to smokers who are 21 years of age or older, and I will follow all other sampling guidelines and restrictions. I recognize that I am subject to immediate dismissal if I offer samples to any person who is not 21 years of age or older, or if I violate any sampling restrictions. SIGNATURE DATE