tit_ex10-3.htm


    EXHIBIT
10.3

     

     

    ALIVE MEDIA GROUP

    Television | Media | Marketing

     

    

    


    Production and Advertising Agreement – Alive & Well
TV  / Vitamin Shoppe TV

    


    Company:
MusclePharm (Client)

    


    Represented
By:  Leonard Armenta

    


    Address:
3390 Peoria St, #307, Aurora, Colorado 80010 USA

    


    Phone
and/or E-Mail: Leonard@musclepharm.com

    


    This
agreement is between Alive Media Group, Inc., hereinafter referred to as
“Company”, producers of the television show “Alive & Well”as well as the
“Alive & Well at The Vitamin Shoppe” in-store program, and the above named
company, hereinafter referred to as “Client”, for the purposes of television /
video production and advertising on Alive & Well and/or Alive & Well at
The Vitamin Shoppe. Client’s advertising shall begin on January 1, 2010 and
shall be aired through Dec 31, 2010 (the
Term). This agreement is made and in effect from this day, July 21, 2009 and is
non-cancellable unless otherwise specifically noted herein.

    


    Company
owns and produces the Alive & Well TV series and the in-store TV program
currently known as  Alive & Well at The Vitamin Shoppe. Client
herein wishes to participate in the program and shall receive the following
inclusive package:

    


    
      	
               
      

            	
              ·

            	
              Company
      shall produce FOUR
      “advertorial” feature segment(s), each @ 1 to 1 1⁄2 minutes in length,
      featuring Client’s products. Segment(s) will be provided to The Vitamin
      Shoppe to play daily on the in-store TV program in Vitamin Shoppe stores
      (two segments per quarter for four
quarters).

            


    

    
      	
               
      

            	
              ·

            	
              Client’s
      feature segment(s) will also be provided to The Vitamin Shoppe for
      placement on www.vitaminshoppe.com
      and for use in one or more direct sales e-mailers per
    quarter.

            


    

    
      	
               
      

            	
              ·

            	
              A
      second version of the segment(s) shall be edited specifically for airing
      on the Alive & Well cable TV series, with a built in call to action to
      The Vitamin Shoppe. These spots shall be @ 30 to 60 seconds in length and
      shall air weekly (1x60 or 2x30) on Alive & Well as a bonus at no
      additional cost.

            


    

    
      	
               
      

            	
              ·

            	
              Each
      of Client’s featured products shall be specially merchandised on the TV
      “end-caps” for at least one (or more) months of each
    quarter.

            


    

    
      	
               
      

            	
              ·

            	
              Client’s
      feature segment(s) will be placed on the Alive & Well website with a
      direct link to www.vitaminshoppe.com.

            


    

    
      	
               
      

            	
              ·

            	
              Client
      shall receive a free DVD or digital file of Client’s feature
      segment(s).

            


    

    
      	
               
      

            	
              ·

            	
              Client
      shall receive an all-inclusive discounted rate of $15,000.00 per
      month, which includes all production costs, airtime and promotional
      features listed above (payment terms
below).

            


    

    


    


    In order
for Company to begin Client’s production, Client’s first monthly payment shall
be due immediately upon the signing of this agreement. Thereafter, Client’s
monthly payments in the amount of $15,000.00, shall be
due to be received by Alive Media Group, Inc. no later than the 1st day of each
broadcast month (example: payment for August airings shall be due by August 1).
If payment is 30 days past due, Company shall have the right to remove Client’s
segment from airing in all media outlets and collect payment of the remainder of
the contract in full and any lost airtime will be forfeited by Client. Please Note: All checks should be
made payable to: “Alive Media Group, Inc.” and sent to 2129 Via Teca, San
Clemente, CA 92673

    


    If
Client’s production is delayed because of Client’s failure to provide any
information, materials or spokespersons by Company’s production deadlines,
Client’s reserved airtime for that production may be forfeited at Client’s
expense. Since the airtime can not be resold after deadline, Client shall remain
responsible for payment in full. In this event, Client shall have the right to
substitute a previously completed Company-produced production (if one exists) or
negotiate to air the production at a later date at Client’s
expense.

    


    XXX All Parties Initial Here: Company
X   MH    Client X   LA     


    
      
         


      

      
        Page 1 of
2

        
          

        

      

      
         


      

    


    


    Client
shall be responsible for providing product samples, packaging, logos and/or any
graphic materials that Client wishes to include in the production. Any
materials, including products, samples, artwork, logos, digital media, videos
and/or photography provided by Client, are only accepted upon the representation
that Client and/or Client’s agency has full ownership and/or the right to
publish the materials thereof. Client hereby grants full permission to Company
and/or Company’s affiliates to use said materials relative to the production,
reproduction and/or promotion of the show and/or Client’s production. Client
represents that any and all claims, comments and representations made in any of
Client’s materials and/or by Client’s on-camera representative(s), are fully
legal and in compliance with Federal DSHEA guidelines and all regulations and
laws in the United States. Client agrees to hold Company and it’s affiliates and
The Vitamin Shoppe harmless in any legal action or liability related to Client’s
production, including but not limited to Client’s materials, claims, products or
copyright and trademark issues.

    


    Client
has chosen an advertising package which includes the production costs for
Client’s television feature segment(s). Company’s production value for the
segment(s) is @ $15K each. Should Client default or fail to pay for the
contracted advertising as agreed herein in full, Client shall be liable for all
production costs incurred on Client’s behalf and any remaining contracted
airtime that can not be resold. Company and Client hereby represent that the
production elements have been discussed and that no special elements requiring
additional expense have been requested unless specified and agreed to herein.
Client may request one round of production revisions as long as revisions are
limited to minor editing, deletions or graphic elements not requiring additional
on-camera production. Any additional production beyond the standard revisions
may be subject to additional costs. Any expenses related to an appearance in the
production by Client’s designated spokesperson(s), such as a celebrity, expert
or representative of Client’s company, shall be the sole responsibility of
Client, including travel, accommodations and compensation. If Client opts to
provide Client’s own expert/spokesperson footage for use in the production,
footage must meet Company’s specifications and Client must make footage
available to Company for review within 6 weeks prior to production. Company
reserves the right to decline or reject any of Client’s materials deemed
unsuitable at any time without liability. Company reserves the right to alter
any materials that do not meet the specifications or requirements of Company.
Client’s feature segment may not be altered or edited in any way by Client or
any third parties without Company’s written approval. The content of Alive &
Well® and Alive & Well at The Vitamin ShoppeTM are the sole property of
Company. The participation of Michelle Harris and the use of her image and name
as well as the use of the Alive & Well® name is only granted for the uses
herein as described in the terms of this agreement. If Client wishes to air
Client’s feature segment beyond the initial schedule/term herein, Client must
negotiate rates and a new agreement with Company at such time.

    


    As the
future cannot be predicted, no specific future viewership figures or results can
be guaranteed herein. At the time of this agreement there are @ 335 Vitamin
Shoppe stores airing the program. Due to the nature of possible equipment
malfunction, power outages and human error, it is impossible to guarantee or
predict the exact number of stores continuously airing the program during the
Term, however, Company, in conjunction with The Vitamin Shoppe, will make every
effort to ensure that the program is playing as agreed upon herein. Conditions
are subject to change by Company. No conditions other than those set forth in
this agreement shall be binding upon Company unless agreed to in writing by
Company. In the event that Company is compelled to institute collection
procedures or legal action to enforce any of it’s rights under this Agreement,
Company shall be entitled to recover from Client any and all costs thereof,
including, but not limited to reasonable legal, investigative, collection and
attorney’s fees. Client shall receive notices at the address listed in this
agreement. Company shall receive notices c/o Alive Media Group, Inc., 1001-K
Avenida Pico, Suite C-207 San Clemente, CA 92673 (this is not a billing
address).

    


    In
witness whereof, the parties have willingly executed this Agreement as of the
date first above written.

    


    


    X    /s/
Mark
Harris             Date:
07/22/09

    Sign & Date: For Company:
Mark
Harris                                                                     

    


    X  /s/ Leonard
Armenta     Date: 07/23/09

    Sign & Date: For Client:
Leonard Armenta   

     

    (Print,
Sign & Date)


    
      
         


      

      
        Page 2 of
2