EXCLUSIVE ADVERTISING AND CONSULTING AGREEMENT

This agreement is entered into by and between dealership hereinafter collectively and singularly referred to as “Company”, and Caldwell and Kerr Inc. hereinafter referred to as “Agent”.

For and in consideration of the mutual promises contained herein, the Company and Agent do hereby covenant, contract and agree as follows:

1. 1. AGENCY: Subject to the terms of this agreement, Company does hereby appoint Agent and its subsidiaries as its exclusive agent for the following purposes:
   1. a. Selection and placement of spot broadcast / cable television, terrestrial radio, subscription radio, newspaper, magazine, outdoor for Company; and
   2. b. Media billing and reconciliation services; and
   3. c. Design and implementation of all digital content (Company website banners / landing pages); and
   4. d. Design of direct mail (terms governed by separate campaign agreement); and
   5. e. Account management including coop submissions; and
   6. f. Consultant to Company for Advertising and Marketing Purposes; and
   7. g. Origination and production of creative materials for the Company for the mediums listed above.
2. 2. BRAND EXCLUSIVITY: The Agent agrees to offer its services to the Company exclusive of any other dealership with the same franchises within the city limits.
3. 3. DIRECT MAIL: Direct mail is not governed by this agreement, but separate agreements associated with each direct mail campaign.
4. 4. OWNERSHIP/COPYRIGHTS: The Company agrees that all right, title, and interest in and to any and all creative materials originated or produced by Agent, including, but not limited to, copyrightable materials, mask work rights, database rights, and each idea, development, or product, including, without limitation, all technical or other innovations, enhancements, improvements or alternative applications conceived or developed by Agent (the “Creative Work”), shall be the exclusive property of Agent. Provided, however, Agent hereby grants to Company a non-exclusive right and license to use the Creative Work during the term of the Agreement for the purposes stated in the Agreement and for no other purpose.
5. 5. PAYMENT: Payment is due thirty days after the date of invoice. Late payments are subject to an 18% annual interest charge (1.5% per month).
6. 6. MEDIA EXPENSES: Agency will collect, reconcile and verify media invoices and provide them to the Company in a timely manner. Company agrees to make payments related to media directly to the vendors as directed by the Agent and not directly to the Agent.
7. 7. COMPANY INDEMNIFICATION: The Company shall indemnify and hold harmless Agent for media expenses purchased by the Agent on behalf of the Company, authorized by Company.
8. 8. AUTHORIZATION: Agent shall not be authorized to bind Company to any advertising or marketing agreements until Agent obtains the verbal or written consent to same from the Company.
9. 9. TERM: This agreement shall be period of one (1) year from the date hereof.
10. 9. CANCELLATION: This agreement may be cancelled for any reason by either party with thirty (30) days written notice.
11. 11. CONFIDENTIALITY: This agreement and the terms of the agreement are proprietary and confidential. Disclosure of the agreement or terms will constitute a breach thereof.
12. 12. MODIFICATION: This agreement may not be modified except by amendment reduced to writing and signed by both Company and Agent. No waiver of this agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.
13. 13. NOTICES: All notices hereunder shall be effective if sent by certified mail, postage prepaid, return receipt request to:
    1. a. AGENT:
       Caldwell and Kerr Advertising
       Tom Kerr
       1521 Commerce Creek BLVD
       Cape Coral, FL 33909
14. 14. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the parties hereto and replaces and supersedes all prior agreements between the parties relating to this same subject matter.
15. 15. CAPTIONS: The captions of this agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this agreement or the intent of any provision in it.
16. 16. CONSTRUCTION: This agreement shall not be construed against either party regardless of who is responsible for its drafting.
17. 17. GOVERNING LAW: This agreement shall be construed in accordance with the laws of the State of Florida.
18. 18. PARTIALY INVALIDITY: In the event any provision hereof shall be for any reason illegal or unenforceable, the same shall not affect the validity or enforceability of the remaining provisions.
19. 19. ATTORNEY FEES: In the event that the agreements become subject to litigation between the parties hereto, the parties agree that the prevailing party shall be entitled to an award of attorney’s fees, costs and the prevailing statutory interest from the other party.
20. 20. INDEPENDENT COUNSEL: The parties hereto further represent that they have had the opportunity to obtain independent legal counsel before entering into this agreement.
21. 21. FURTHER DOCUMENT: The parties further agree that if any other provision or agreements are necessary to enforce the intent of this document, that both parties will execute same upon request.