Attached files
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EX-10.1 - MEMBER INTEREST PURCHASE AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-1.txt |
EX-10.5 - JED SABIO EMPLOYMENT AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-5.txt |
EX-99.1 - PRESS RELEASE DATED NOVEMBER 29, 2010 - Iron Eagle Group, Inc. | ironeagle8k112310ex99-1.txt |
EX-99 - FINANCIAL STATEMENTS OF SYCAMORE ENTERPRISES, LLC - Iron Eagle Group, Inc. | ironeagle8k012310ex99-5.txt |
EX-99.2 - PRESS RELEASE DATED JANUARY 25, 2011 - Iron Eagle Group, Inc. | ironeagle8k112310ex99-2.txt |
EX-99.4 - PRESS RELEASE DATED FEBRUARY 1, 2011 - Iron Eagle Group, Inc. | ironeagle8k112310ex99-4.txt |
EX-10.4 - JOSEPH LOCURTO CONSULTING AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-4.txt |
EX-10.3 - JASON M. SHAPIRO EMPLOYMENT AGREEMENT - Iron Eagle Group, Inc. | ironeagle8k112310ex10-3.txt |
EX-10.2 - PLEDGE AND AASSIGNMENT OF MEMBERSHIP INTEREST - Iron Eagle Group, Inc. | ironeagle8k112310ex10-2.txt |
8-K - FORM 8-K DATED 11-23-10 ITEM 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - Iron Eagle Group, Inc. | ironeagle8k112310.txt |
EX-10.6 - LEASE BETWEEN THE REGISTRANT AND BELLE HAVEN CAPITAL, LLC - Iron Eagle Group, Inc. | ironeagle8k112310ex10-6.txt |
MUNCMEDIA
CAMPAIGN INSERTION ORDER
CLIENT INFORMATION
#BHP_IEAG_113010_FL_001 IEAG.PK
Campaign ID Symbol & Exchange
Iron Eagle Group, Inc. http://www.ironeaglegroup.com
Company Corporate Website URL
Jason Shapiro
Contact Name IR Website URL
448 West 37th Street 917-969-4845
Address 1 Telephone, Corporate
Suite 9G
Address 2 Telephone, Contact Direct
New York, NY 10018 917-591-6227
City/State/Zip Fax
USA jasons@ironeaglegroup.com
Country Email
BILLING INFORMATION IF DIFFERENT THAN ABOVE
Same as above
Company Telephone, Corporate
Accounts Payable Contact Name Telephone, Accounts Payable
Address 1 Fax
Address 2 Email
City/State/Zip Country
CAMPAIGN, NEWSWIRE & DISTRIBUTION
Network: MUNCmedia Pilot Program Reach: 117,647 investor views.
Campaign Type: Cost-per-view (CPV) on online CPV: $0.20 CPV(actual price charged
Financial and Investment Portals will use the 15% discount listed
Publishers, websites, newspapers below)
Magazines
Start Date: TBD Program Duration: 1 month
Partner Discount: 15% Partner CPV: $0.17 CPV
Total Campaign $20,000.00 Total Payment: $5,000 cash and $15,000 in IEAG
Cost (US$) $20,000.00 Stock - see payment terms below
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SPECIAL INSTRUCTIONS
Category: Financial, equities, online investors Other: Breaking News Alert
includes video. All
Sub-Category: Stocks/Investing company press releases
provided to MUNCmedia for
Cancellation insertion into MUNCmedia
Clause NA for insertion into the
campaign breaking news
alert will have been
previously distributed via
a wire service to the
investment community.
OBLIGATIONS
Cash Payment Terms: $5,000.00 due upon signing to Market Update
Network Corp. (wire or credit card is preferred payment method)
Stock Payment Terms: 15,789 shares of restricted IEAG stock. Share
amount based on $15,000.00 worth of stock at the offer price of $0.95
on 12/31/10.
INTERNAL USE ONLY
Account Executive: Frank Lane Sales Manager Approval: Frank Lane
Campaign Manager: Trey Scott Clients Services Approval:
Campaign Launch Date: TBD Campaign Close Date:
Referral Code: Total Service Units: 117,647 views
ACKNOWLEDGEMENTS AND WARRANTIES:
1. A registered MUNCmedia client submitting material to MUNCmedia for
media distribution ("Company") grants MUNCmedia the right to reproduce,
distribute, publish, disseminate, translate and create derivative works
from the material submitted. Company warrants and represents that the
content of all materials submitted to MUNCmedia will be accurate, up-
to-date, complete and original; that such material will be fully
compliant with applicable securities laws and regulations, including
without limitation, Regulation FD, applicable insider trading laws and
regulations and any other state or federal securities laws or
regulations, including without limitation the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended; that
Company owns or is an authorized licensee of the material provided to
MUNCmedia for media distribution; that the material will not violate or
infringe upon any copyright, trademark, or other intellectual property,
proprietary, personal, privacy, or other rights worldwide of other
persons; that the material does not contain anything libelous or
defamatory or any viruses, scripts, macros or programs, or links to
scripts, macros or programs; that the material has been publicly
disclosed via a news wire service; and that the material otherwise
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complies with all applicable laws and regulations. Company further
warrants and represents that all recipients included on any third party
distribution list provided by Company to MUNCmedia have expressly
consented to receive advertising and/or promotional communications
messages from Company. MUNCmedia reserves the right to refuse copy
deemed inappropriate or not properly sourced. Clients may be revoked
for violation of MUNCmedia Terms and Conditions or Terms of Use.
Company understands and agrees that material submitted to MUNCmedia for
distribution and any other use of MUNCmedia services are also subject
to the Terms of Use. Client agrees to indemnify and hold harmless
MUNCmedia and its officers, directors and employees from and against
any claims, liabilities, damages, loses or actions based upon or
arising from any breach of or inaccuracy in any of the foregoing
representations and warranties.
2. Payment Terms: First usage must be paid in advance by wire transfer,
check or credit card unless other prior arrangements are made. The fees
that correspond with wire transfer are the responsibility of Company.
Payment terms thereafter are net due upon receipt, and charges become
overdue after 30 days. If the account becomes delinquent, Company
acknowledges and agrees that MUNCmedia may demand payment of the
balance owed in full, with accrued interest according to applicable
laws and late charges. If Company's banking institution does not honor
any payment to MUNCmedia due to insufficient funds, Company agrees to
pay MUNCmedia a onetime processing fee equivalent to US $100.00. In the
event of a default on the balance owed due to the fault of the client,
client agrees to pay all costs of collection, including legal fees and
costs, which are incurred by MUNCmedia or its agents. In addition,
Company acknowledges that any special considerations on pricing or
service may be negated upon default of balance owed. In the event of
litigation or arbitration to enforce the terms or conditions of this
Agreement, the prevailing party will be entitled to recover from the
other party its costs and fees, including reasonable legal fees.
3. Financial Liability for Company's Payment Program; MUNCmedia will
not be held financially responsible for any costs associated with
Company's elective implementation of its own or a third party's
processes, programs, technology, etc. that could affect payment to
MUNCmedia (each a "Payment Program"). If, as a result of
Company's use of a Payment Program, MUNCmedia incurs any additional
costs, Company may be charged a processing fee.
4. All deliverables, i.e., press releases, promotion information,
creatives, art-work, etc. must be provided by
Company unless otherwise agreed.
5. Cancellation Clause: See "Special Instructions" and/or campaign
details above as campaign cancellation terms may vary from campaign to
campaign. All cancellations must be submitted in writing to
clientservices@muncmedia.com. No exceptions in the event a cancellation
clause is granted.
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6. Company acknowledges that all payment obligations herein are based
solely on the "Rate Type" amount delivered by MUNCmedia and not on
Company's ability to convert such amount of sales, unless specified.
7. Upon receipt of any campaign report or invoice(s), discrepancies
request must be reported within five (5) business days and submitted
via email to clientservices@muncmedia.com for make-good or credit
consideration.
8. Campaign Start Dates & End Dates are subject to change at any time
with prior notice.
9. Payments are to be made based upon MUNCmedia delivery numbers only.
10. Due to the nature of interactive media, fluctuating capacity, FCC &
SEC rules and regulations, violation of terms and conditions of service
or for anything other reason. MUNCmedia reserves the right to cancel
any or all campaigns and/or obligations without prior written notice,
subject to full repayment for any services not rendered.
TERMS OF SERVICE AGREEMENT
1. DEFINITIONS
"MUNCmedia" means Market Update Network, Corporation, a Washington
corporation. "Client" means the party utilizing MUNCmedia's services.
"Agreement" means this Terms of Service Agreement between the Client
and MUNCmedia. "Content" and "Client Content" mean all information and
materials submitted by Client to MUNCmedia. "Service" or "Services"
means the services provided to Client by MUNCmedia including, but not
limited to, press release distribution, 1-to-1 distribution,
webcasting, annual report & investor kit distribution, EDGAR filings
and more. Partner or Partners means a third party that has a joint
venture or marketing relationship with MUNCmedia.
2. CLIENT REPRESENTATIONS AND WARRANTIES
The Client is solely responsible for the accuracy and authenticity of
the Content submitted by Client to MUNCmedia. Client represents and
warrants to MUNCmedia, as follows:
a. That Client has the right and is authorized to submit the Content to
MUNCmedia for distribution, broadcasting and/or filing;
b. That the Content is true and accurate;
c. That the Client is not impersonating any person or entity or
misrepresenting Client's affiliation with any person or entity;
d. That the distribution, broadcasting and/or filing of the Content
does not violate the state, federal or common law copyright, trademark,
or service mark rights, any other property rights, privacy rights,
intellectual property rights, confidentiality rights or other
proprietary or contract rights of any third party;
e. That the Content does not contain any information which is libelous
or otherwise illegal;
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f. That Client will not misuse the Services or misappropriate the
Content to compete directly or indirectly with MUNCmedia or to engage
in derivative commercial activities without MUNCmedia's prior written
consent; and
g. That Client has investigated the desirability of utilizing
MUNCmedia's services and is not relying on any representation,
guarantee, or statement other than as set forth in these Terms of
Service or in the materials on MUNCmedia's web site, "MUNCmedia.com".
3. INDEMNIFICATION
In the event any third party brings any action, arbitration, or other
legal proceeding (collectively, "legal proceeding") against MUNCmedia,
its officers, directors, shareholders, agents, employees or other
representatives of MUNCmedia, or against any third party who
broadcasts, displays or distributes the Content with the permission of
MUNCmedia, or against any third party who provides advertising for
MUNCmedia, or against any other third party who otherwise uses the
Content with MUNCmedia's permission (collectively hereinafter referred
to as "the Indemnitees"), or against any Partner, arising from the
distribution, broadcast, filing or display of any Content provided by
Client to MUNCmedia or, from any breach by Client of this Agreement,
or, based upon the inaccuracy of any warranty or representation made by
Client herein, or, based upon the contention that the Content defames
or slanders any third party or, based upon the contention that the
Content violates any provision of state or federal law or the
intellectual property rights of any third party, Client shall
indemnify, defend, and hold the Indemnitees harmless in connection with
the claims made in the legal proceeding. Included in Client's
obligation to indemnify, defend, and hold the Indemnitees harmless is
the obligation to pay all attorneys' fees, expert witness fees, costs,
and expenses incurred or to be incurred by the Indemnitees in
connection with the defense of the legal proceeding (even if the legal
proceeding is without merit).
4. LICENSE
Client hereby grants MUNCmedia a non-exclusive, royalty-free, sub-
licensable, transferable, and assignable license to store, display,
reproduce, distribute and, if appropriate, translate the Content
submitted. Client also grants MUNCmedia the right to mention Client's
name in MUNCmedia's marketing collateral, with prior permission.
5. PRICES
No price changes will occur during the term of this agreement.
6. PAYMENT AND CREDIT TERMS
Clients may pay for Services by credit card at the time the Content is
submitted or, with approved credit, may be invoiced. Unless otherwise
specified, invoices are due upon receipt.
7. DEFAULT
If Client fails to pay any sums when due, Client acknowledges and
agrees that MUNCmedia may demand payment of the balance owed in full,
with accrued interest at the monthly rate of 1.0% to a maximum of 10%
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of the outstanding balance. MUNCmedia may, at its sole election,
suspend performance of any further Services and/or may switch Client
from invoice to credit card payment status, until such time as all
payments due are paid.
In the event Client fails to make payment for any Services when due or
the event MUNCmedia takes any action to enforce its rights, Client
agrees to pay all costs of collection, including reasonable attorneys'
fees, which are incurred by MUNCmedia or its agents, whether or not a
lawsuit is filed. In the event of litigation to enforce the terms
herein, the prevailing party will be entitled to recover from the other
party its costs and fees, including reasonable attorneys' fees.
8. NO WARRANTIES BY MUNCmedia
EXCEPT AS STATED IN THIS AGREEMENT, MUNCMEDIA OR PARTNER MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AND NO PROMISE OR REPRESENTATION HAS BEEN
MADE BY MUNCMEDIA OR PARTNER REGARDING ANY SERVICES TO BE PROVIDED BY
OR THROUGH MUNCMEDIA OR PARTNER.
9. LIMITATION OF LIABILITY
MUNCMEDIA AND PARTNERS LIABILITY SHALL BE STRICTLY LIMITED TO THE CLAIM
BY CLIENT ARISES. MUNCmedia shall not be liable for indirect,
incidental, consequential, special or exemplary damages (even if
MUNCmedia has been advised of the possibility of such damages and
including such damages as might be incurred by third parties), arising
from performance under, or failure of performance under, any provision
of this Agreement, such as, but not limited to, loss of revenue, change
in share price, loss of anticipated profits or lost business. This
limitation of liability applies to any damages, including without
limitation those caused by any failure or performance, error, omission,
interruption, deletion, defect, delay in operation or transmission,
communications line failure, theft or destruction or unauthorized
access to, alteration of, or use of records, whether for breach of
contract, tortuous conduct, acts or omissions, negligence, or under any
other claim or cause of action.
10. USE OF PERSONAL DATA.
Any and all personal data (i.e., information relating to an individual)
that Company supplies to I\tIUNCmedia will be approved in writing by
Client before it is i) shared with other companies in the MUNCmedia
global group and certain trusted third parties, and or ii) transferred
to the U.S. or elsewhere for the purposes of news and communication
dissemination, news tracking and other related services.
11. NOTICES
At MUNCmedia's sole discretion, notices by MUNCmedia to Clients
Agreement and/or the performance of this Agreement may be given by
means of email to the Client.
12. ENTIRE AGREEMENT
This Agreement, together with the Sales Contract (if any) referenced in
section 5 above (Prices) constitute the entire agreement between Client
and MUNCmedia regarding the Services provided and/or to be provided by
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MUNCmedia. This Agreement replaces any and all prior written and oral
understandings and writings. Unless otherwise explicitly stated, the
provisions of this Agreement shall survive its termination.
13. JURISDICTION
Any lawsuit filed by either party to enforce or construe any right
granted under this Agreement or to assert any claim arising from the
Services provided by MUNCmedia to Client shall be filed exclusively in
the State of New York. In connection with any such action, Client
consents to jurisdiction in the Courts of New York State. In any such
action, the parties agree that the laws of the State of New York shall
apply and shall govern the determination of the action.
14. EFFECT OF DELIVERY OF NOTICES BY FACSIMILE OR ELECTRONIC MAIL
The parties agree that the parties shall treat any document sent to the
other by facsimile or by electronic mail as if the document were an
original delivered to the recipient by hand delivery.
AUTHORIZATION; Signing this document contractually binds MUNCmedia and
the Client Company.
CLIENT COMPANY MUNCMEDIA
Iron Eagle Group, Inc. /s/Frank Lane
Company Signed
/s/Jason Shapiro Frank Lane
Signed Print Name
Chief Financial Officer
Title Date
12/7/10
Date
NOTE - Due to the uncertainty of timing of when or if Iron Eagle will
have news stories to release to the public, both MUNCmedia and Iron
Eagle understand that this agreement only becomes effective upon
written communication from Iron Eagle Group to MUNCmedia stating that
the "MUNCmedia agreement is hereby effective."
Initial - Iron Eagle Group:
Initial - MUNCmedia:
WIRE PAYMENT MAIL PAYMENT
Citibank
Domestic ABA/Routing #: 021 000089 Market Update Network Corp
Account #: -------------- PO Box 353
Westwood, MA 02090
60th & Fifth Ave, 785 Fifth Ave, New York, NY 10022
Fees associated with wire transfer are the responsibility of the Client
or Agency Partner.
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CREDIT CARD PAYMENT AND AUTHORIZATION
Visa Mastercard Amex Discover
Card Holder name Card Type (Circle)
Address 1 Card Number with dashes
Address 2 Expiration Month/Year
City/State/Zip Card Identification Number - 3
or 4 Digits
Card Holder Signature Date
The above signed hereby authorizes MUNCmedia to charge any and all
amounts due under any written agreements between MUNCmedia and myself
to the following credit card. This includes both one time and periodic
fees as they become due. In the event MUNCmedia is unable to collect
from this credit card any sums due, I agree to pay such sums, together
with any costs incurred by MUNCmedia in collecting such sums, including
reasonable attorneys' fees, and interest at the lower of 1.5% per month
or the highest rate permitted by law