qpsa_ex105.htm


 



EXHIBIT 10.5


 










Quepasa Marketing Services Letter of Agreement


 


April 14, 2010







Mr. Alonso Ancira


Chairman of the Board


AHMSA


Campos Eliseos No. 29 Piso 8


Col. Polanco, C.P. 11580


Mexico, DF









Dear Mr. Ancira,







Quepasa Corporation (“Quepasa”) is pleased to have been engaged to implement a marketing program for Altos Hornos de Mexico (“Client”), and we are looking forward to working with you and your team. This letter sets for the principle terms and conditions (the “Agreement”) governing our ongoing relationship and will be effective as of the date hereof. 








	
1.

	
Work and Fees







Quepasa has agreed to conceive, plan and execute the marketing program more specifically described in Exhibit A attached hereto (the “Program”). Quepasa will bill for its work according to the timeline and fee schedule provided in Exhibits B and C. If we need to bill beyond this to execute elements of the Program, we will secure approval in writing signed by both parties before any such work is performed. Any work we perform outside the scope of the Program will be subject to additional charges, which shall be agreed to in writing signed by both parties before any such work is performed.








	
2.

	
Third-Party Charges







During our engagement Quepasa may recommend retaining third-party vendors.  The retention of all third-party vendors will require the Client’s prior written approval and ensuing expenses will be passed through without mark-up to the Client.








	
3.

	
Invoices & Payment







All invoices are due and payable within ten (10) business days of the invoice date and those more than thirty (30) days overdue will be subject to an automatic bookkeeping charge of five percent (5%) per month. If your accounts receivable ever exceeds forty-five (45) days from the invoice date, Quepasa retains the right to cease all work being performed for the Client.








	
4.

	
Term







The Agreement shall be effective as of the date hereof and cover work performed by Quepasa for the Client from April 14, 2010 through April 13, 2011 (the “End Date”), unless terminated sooner according to the provisions below.  The “Term” shall be the actual period covered by the Agreement.  Either party may terminate the Agreement prior to the End Date for any reason or no reason with thirty (30) days prior written notice to the other party (“Termination Notice”),


which thirty-day period will begin on the date that the Termination Notice is received.  The parties may only agree to extend the Term beyond the End Date pursuant to a writing signed by both parties. 


 


 




  





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5.

	
Press







The Client agrees to participate in press releases to announce its engagement with Quepasa, as well as individual marketing initiatives therein. Quepasa will bear all the costs for the press releases.








	
6.

	
Warranties







Quepasa disclaims all express and implied warranties and does not make any guarantees regarding the success of the Program or any other work we perform for the Client.  The Client acknowledges and agrees that no statements made by Quepasa may be construed as a promise or guarantee of success.








	
7.

	
Indemnification







The Client shall, at its own cost and expense, indemnify and hold harmless Quepasa, their affiliates, and their officers, directors and employees from and against any and all liability, cost, loss, damage, injury or expense, including reasonable attorneys' fees, arising in connection with any third-party claim resulting from the Program cleared and approved by Client.








	
8.

	
General







This Agreement will be governed by and construed with the laws of the State of California, without regard to or application of conflicts of laws or principles. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter.




 


If the terms described above are acceptable to you, please so indicate by signing both of the enclosed copies of this letter and returning one of them to Quepasa.   Please retain the other signed original of this Agreement for your records. 


 


We look forward to working with Altos Hornos de México and to a long and mutually rewarding relationship. 


 


 




	 Sincerely,	 	 	 	 
	 	 	 	 	 	 
	John Abbott	 	 	 	 
	CEO	 	 	 	 
	Quepasa Corporation	 	 	 	 
	 	 	 	 	 	 
	Approved and Agreed:	 	 	 	 
	 	 	 	 	 	 
	Altos Hornos de México	 	Quepasa Corporation	 
	 	 	 	 	 	 
	Signed:  	
/s/ Alonso Ancira Elizondo

	 	Signed:  	
/s/ John Abbott

	 
	Name:	Alonso Ancira Elizondo	 	Name:	John Abbott	 
	Title:	
Chairman of the Board 

	 	Title:	
CEO

	 
	Date:	
April 14, 2010

	 	Date:	
April 14, 2010

	 









 




  





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EXHIBIT A


Marketing Program for Altos Hornos de México








	
●

	
AHMSA Corporate Site








	
  

	
o

	
Corporate site beta launch








	
  

	
o

	
Corporate site serving and hosting








	
  

	
o

	
Corporate site feature launch (promotional application)








	
  

	
o

	
Corporate site official launch








	
  

	
o

	
Corporate site feature launch (social media integration)








	
  

	
o

	
Corporate site feature launch (interactive widget)








	
●

	
Social Media Marketing Campaigns








	
  

	
o

	
Campaign 1:








	
  

	
§

	
Interactive Game Application & Campaign








	
  

	
§

	
Prizing and fulfillment








	
  

	
o

	
Campaign 2:








	
  

	
§

	
AHMSA Corporate Art Design DSM Campaign








	
  

	
§

	
Prizing and Fulfillment








	
  

	
o

	
Campaign 3:








	
  

	
§

	
Video Submission-Based DSM Promotion








	
  

	
§

	
Prizing and Fulfillment



















  





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EXHIBIT B


Timeline and Pricing


 





	
Milestone

	 	
Deadline

	 	
Fee


($US)

	 
	
Up Front Payment

	 	
May 1, 2010

	 	 	1,000,000	 
	  	 	  	 	 	 	 
	
AHMSA Corporate Site

	 	  	 	 	 	 
	
Corporate Site Beta Launch

	 	
May 1, 2010

	 	 	100,000.00	 
	
Corporate site serving and hosting*

	 	
May 1, 2010 - ongoing

	 	
tbd

	 
	
Corporate Site Feature Launch (Promotional Application)

	 	
July 15, 2010

	 	 	100,000.00	 
	
Corporate Site Official Launch

	 	
September 1, 2010

	 	 	100,000.00	 
	
Corporate Site Feature Launch (social media integration)

	 	
November 15, 2010

	 	 	100,000.00	 
	
Corporate Site Feature Launch (Interactive widget)

	 	
February 1, 2011

	 	 	100,000.00	 
	
Corporate Site Total

	 	  	 	 	500,000.00	 
	  	 	  	 	 	 	 
	
Social Media Marketing Campaigns

	 	  	 	 	 	 
	
Campaign 1

	 	  	 	 	 	 
	
Interactive Game Application & Campaign

	 	
July 15, 2010

	 	 	333,333.33	 
	
Prizing and Fulfillment

	 	
October 15, 2010

	 	 	333,333.33	 
	
Campaign 2

	 	  	 	 	 	 
	
AHMSA Corporate Art Design DSM Campaign

	 	
September 1, 2010

	 	 	333,333.33	 
	
Prizing and Fulfillment

	 	
December 1, 2010

	 	 	333,333.33	 
	
Campaign 3

	 	  	 	 	 	 
	
Video Submission-Based DSM Promotion

	 	
November 15, 2010

	 	 	333,333.33	 
	
Prizing and Fulfillment

	 	
November 15, 2010

	 	 	333,333.33	 
	
Marketing Campaigns Total

	 	  	 	 	2,000,000	 
	
Grand Total

	 	  	 	 	3,500,000	 












*Cost will be passed through















 




  





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EXHIBIT C


Fee Schedule









	
Date

	 	
Due ($ US)

	 
	
May 1, 2010

	 	 	1,100,000.00	 
	
July 15, 2010

	 	 	500,000.00	 
	
September 1, 2010

	 	 	500,000.00	 
	
October 15, 2010

	 	 	333,333.33	 
	
November 15, 2010

	 	 	300,000.00	 
	
December 1, 2010

	 	 	333,333.33	 
	
February 1, 2011

	 	 	100,000.00	 
	
February 15, 2011

	 	 	333,333.33	 
	
Total

	 	 	3,500,000.00	 






















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