Attached files
Exhibit 10.4
Diamond Technologies.
Interim Identity Development and Material Collateral Design Rollout.
We are excited about the opportunity to partner with Diamond Technologies to develop an interim
identity and collateral templates/materials as outlined within the below scope of work. This
proposal will cover the necessary scope of work to present a credible brand in the marketplace
acting as a temporary brand identity solution until the final identity for Diamond Technologies
is developed.
Scope of Work
Steering Committee Meetings
Bi-weekly meetings will take place to provide project status updates, review initiatives and
discuss proposed strategies to ensure they are in line with the Diamond Technologies business
plan and objectives. This meeting also provides an opportunity for Diamond Technologies to
update the team on new business partnerships, product news and other project information.
The project kick-off meeting will take place October 1. Bi-weekly meetings will then resume until
the end of December 2010.
Timing: Bi-Weekly meetings to occur within October 1 - December 31, 2010
Fees: $ 22,500 (based on a $ 7500 monthly rate)
Deliverable: Meeting minutes issued 1-2 days after each meeting.
Interim Identity Development
Watt will work with Diamond Technologies and MCI to develop an interim brand identity including
a logo/wordmark and supporting collateral materials. This interim identity is intended to fulfill
immediate communication requirements in parallel with the permanent Corporate Identity
exercise due for completion in January.
A. Interim Name Development and Logo Development
Watt will facilitate an interim name discussion meeting with Diamond Technologies and MCI to
discuss name options and reach a consensus on an interim brand name. As part of this
discussion we begin to investigate the "house of brands" or "branded house" approach.
Working with the interim name Watt will develop a temporary logo or wordmark. One round of
refinements is included. If additional rounds of refinements are required, a cost will be provided.
Timing: 2 weeks
Fees: $ 14,500
Deliverable: Working name defined and interim logo / wordmark identity developed.
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Please note: the above costs do not include photography and / or illustration. If required, a cost
will be provided under a separate cover.
If required, Watt can conduct a preliminary (name) trademark search. However, Diamond
Technologies will be required to check the final name selected for any trademark conflicts.
B. Communication I Collateral Material Rollout - Design and Production Art
Watt will develop communication and collateral templates/materials for the following items based
on the new interim identity developed (one round of refinements included):
a. Business Cards (up to three business cards)
b. PowerPoint presentation template (one cover page and up to three body pages)
c. Microsoft Word letterhead template
d. Sales folder (single fold)
Production Art
This also includes the production art for up to three business cards, Microsoft letterhead template
and 1 sales folder as per printer specifications provided. One round of refinements included.
Timing: 2 weeks
Fees: $ 20,000
Deliverable: Working name defined and logo / wordmark identity developed. Production artwork
files for items listed above.
Presentation Reformatting
Watt will reformat existing Rophe corporate and product documents for both presentations and
"leave-behinds". Reformatting utilizes existing content or copy decks provided by Diamond and
the quote is based on three (3) documents with an average presentation size of thirty (30) to fifty
(50) slides.
Timing: 4-5 business days per presentation weeks
Fees: $ 3,500/presentation
Deliverable: Reformatted presentations in PowerPoint or program designated by Diamond.
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Timing & Fees Summary:
Listed below is a summary of the timing and fees we have outlined for the in-scope activates.
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Proposed Services
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Estimated Timing
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Estimated Fees (CAN$)
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Steering Committee Meetings
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Bi-Weekly
Oct 1 - Dec 31, 2010
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$ 22,500
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Interim Name Development and Logo
Development
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2 weeks
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$ 14,500
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Communication / Collateral Material Rollout
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2 weeks
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$ 20,000
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Presentation Reformatting (3 presentations)
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4-5 business days/
Presentation
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$10,500
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SUB-TOTAL
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$ 67,500*
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* Out-of-Pocket Expenses:
These fees exclude all travel costs (airfare. hotels, incidentals), which will be pre-approved by
Diamond Technologies and billed through at cost.
Costs associated with photography I illustration are also outside the fees quoted and will be
provided to you once the photography I illustration scope of work has been determined.
An agency contingency fee of 10% is required.
ADDITIONAL FEES:
Material changes to the project scope, design refinements or approved work, and any additional
services not outlined in this assignment will be subject to approval from Diamond Technologies
before the changes are initiated. Such additional fees will be quoted and billed separately.
Delays, beyond the normal time allocated for reviews and approvals, will cause our fees to
increase. We will notify you as this situation arises. and provide you with a statement of impact.
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INVOICING AND PROJECT SPECIFIC CONDITIONS:
All fees are quoted in CAN dollars. Applicable taxes are in addition to the fees quoted and are
payable by Diamond Technologies.
The billing schedule is as follows:
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50% of the estimated fees are due at project commencement;
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remaining fees, reconciled against deliverables, will due on January 22, 2011.
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Please note that payment is required on January 22, 2011. Diamond and Watt will identify an
appropriate final billing date to facilitate this.
The preferred method of payment is by bank wire transfer. Bank wire details for Watt are:
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WATT INTERNATIONAL INC - TORONTO
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BANK
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ROYAL BANK OF CANADA
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200 BAY STREET
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TORONTO, ONTARIO
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M5J 2J5 CANADA
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SWIFT CODE
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ROYCCAT2
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TRANSIT #
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00002
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ACCOUNT #
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1320456 (CAD)
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BANK #
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003
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OUR WORKING RELATIONSHIP
Confidentiality
Watt will keep strictly confidential all information (the "Confidential Information") regarding the
business or activities of Diamond Technologies that Watt may acquire, see, or be informed of as
a direct or indirect consequence of negotiating, entering into, or carrying out the terms of this
Agreement or any other transaction with Diamond Technologies. Without limiting the generality
of the foregoing, Confidential Information shall include the fact and terms of this Agreement, all
technical, financial or business information regarding Diamond Technologies business
operations, the names of Diamond Technologies customers and suppliers, designs, drawings and
specifications in connection with Diamond Technologies business, and any other trade secret or
confidential or proprietary information in the possession or control of Diamond Technologies.
Watt acknowledges that a/l Confidential Information is the sole and exclusive property of
Diamond Technologies. Watt covenants, agrees and undertakes not to make any use or
disclosure of any Confidential Information to any person either during or after termination (or
expiration) of this Agreement, except as may be specifically authorized by Diamond Technologies
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in writing prior to such use or disclosure. Upon the termination of the term of this Agreement, or
at Diamond Technologies written request, Watt shall return to Diamond Technologies or destroy
all Confidential Information as Diamond Technologies may determine, disclosed by Diamond
Technologies to Watt pursuant hereto and continue to treat as confidential and preserve the
confidentiality of all Confidential Information received from Diamond Technologies. This section
will survive the termination of this Agreement.
Watt agrees not to include or make reference (either expressly or implicitly) to Diamond
Technologies or the fact or terms of this Agreement in any advertisements, sales presentations,
press releases or otherwise without Diamond Technologies prior written consent, which may be
withheld arbitrarily. This section will survive the termination of this Agreement.
Understanding Our Services
Should current and future projects include any design concept work, this can be subjective, and
work of this nature may not result in a product that is in whole utilized by Diamond Technologies.
Having expended time, energy, and creative/marketing expertise, Watt needs to be compensated
for their work, regardless of Diamond Technologies use of it.
Watt is fairly flexible when it comes to minor changes in the scope of work required to complete
the project. If there are changes to the scope that materially affect the time it will take to finish,
Watt will notify Diamond Technologies of the financial impact as soon as possible.
Use of Documents
Watt makes commercially reasonable efforts to ensure that all work created does not violate the
intellectual property rights of other persons. However, the ultimate responsibility to ensure that
no intellectual property rights have been violated rests with Diamond Technologies.
Who Owns the Work
Once Watt has received payment for invoices relating to the work, Diamond Technologies will be
entitled to utilize the final work product created by Watt for its intended purpose, within the agreed
geographic boundaries. Watt will take necessary steps to transfer all work including property and
moral rights.
Attention to Detail
As a professional agency, Watt prides itself on attention to detail. That being said, it is Diamond
Technologies responsibility to verify the accuracy of final artwork. In the unlikely event that errors
are missed, Watt is only responsible for replacing final artwork.
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Materials
Watt will store all electronic artwork produced by Watt for a maximum period of two (2) years
following the completion of the project. Fees for retrieval of electronic artwork at anytime
following the completion of services will be billed on a per hour basis.
Termination
In the unlikely event that Diamond Technologies wants to stop working with Watt at any time
during the project, Watt needs to be compensated for services performed and expenditures made
up to the time of termination.
Accepted &Agreed as of October 20, 2010.
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DIAMOND TECHNOLOGIES
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WATT INTERNATIONAL INC.
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VINCE LEITAO
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RANDY REDFORD
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SIGNATURE
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SIGNATURE
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VINCE LEITAO
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RANDY REDFORD
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NAME OF AUTHORIZED PERSON
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RANDY REDFORD
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(PRINT)
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PRESIDENT
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TITLE
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EVP CREATIVE AND CLIENT
SERVICES
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Oct 20/ 2010
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Oct 20/ 2010
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DATE
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DATE
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300 BAYVIEW AVENUE
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TORONTO, ON
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M5A 3R7
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