exv10w7



 





EXHIBIT 10.7









March 12, 2007




Mr. Kerry Rose

Ozark Ethanol, LLC

300 West Kneeland Street

Liberal, Missouri 64762




Dear Mr. Rose,




Thank you very much for entrusting us with the critical role
of marketing communications partner.
We look forward to working with you and
others at Ozark Ethanol.



This letter, together with
our standard Terms and Conditions (a copy of
which is attached),
summarizes our mutual understanding and agreement with respect to this engagement. The term of this
agreement shall be six months and shall be
automatically extended thereafter for one month periods
unless notice of non-extension is given by either
party one month prior to the date on which any
extension would commence.



BCS Communications will manage and
execute all functions under
 the marketing communications role as
“agency of record,” per the
instruction of the Board and its appointed contacts.
BCS will submit
invoices for projects completed, which will be
agreed upon prior to initiation of
projects.



Please print out this
letter and Terms and Conditions, sign
 and return to us. We will
sign, copy
and return a copy of both.



Thank you again for choosing BCS Communications.
We look forward to beginning our new partnership.



Sincerely,




/s/ R. Kelly Schwalbe





R. Kelly Schwalbe

Partner





 









 







BCS COMMUNICATIONS: TERMS AND CONDITIONS



The following Terms and Conditions constitute part
 of the letter agreement (the “Letter
 Agreement”)
by and between Blasdel Cleaver Schwalbe Communications, LLC, a Missouri limited liability company

(“BCS”) and Ozark Ethanol, LLC (“Client”). Together, the Letter Agreement and the
Terms and
Conditions shall hereinafter be referred to as
 the “Agreement”.



1.
 Work Scope. BCS shall render
 services on a non-exclusive basis to Client and
shall be
responsible for the agreed upon tasks
and duties. BCS shall obtain Client’s prior consent prior to
executing each of such services, and prior to
disseminating any items concerning the Client or
presenting such items for publication.
Any and all creations, works, projects, products and
resultant work product (herein, the “Works”)
performed by or for BCS under this Agreement shall be
and hereby is assigned to Client. The parties
also agree that all rights, title, and interests
 in
and to such property shall be exclusively owned by Client or
 its assignee(s). Notwithstanding
anything in this Agreement to the contrary, BCS
shall have the right to utilize the Works
 in
connection with promotional and client-development activities related
 to its business.
Further, Client acknowledges and understands that
 any and all stock photography utilized by
BCS in the Works shall remain
 the sole and absolute property of BCS;
provided, however, that Client
shall have a royalty-free,
non-exclusive license to utilize any Works developed under this
Agreement which utilize stock photography.



2. Term. This Agreement shall be
effective from the date above, and shall continue for the
period
of time set forth in the Letter Agreement or
sooner as provided for in Section 4 below.



3. Compensation. Client
will pay BCS, without setoff,
demand or counterclaim, the aggregate fees
set forth in the Letter Agreement, as agreed upon for the approved projects. BCS shall operate and
have the status of an independent contractor.
BCS shall have no authority to bind Client. All
activities of BCS will be at its own risk
 and liability and BCS shall
 not be entitled to workman’s
compensation or other insurance protection or
benefits from the Client. BCS agrees that all taxes

are its sole liability and indemnifies Client in
any such matters. BCS shall have no right or
authority to assume or create any
obligations of any kind on behalf of Client, whether express or
implied, to bind Client in
any respect whatsoever. BCS shall provide Client with a monthly invoice
for services. Such invoice shall be accompanied
 by expense reports and copies of receipts
 for all
out-of-pocket expenses.



4. Termination. This
 Agreement shall be non-cancelable during the six-month term hereof,
as set
forth in the Letter Agreement. Provided, however,
that if BCS shall fail to
perform its duties and
obligations as set forth in the Letter Agreement,
Client shall be entitled to terminate this
Agreement but only if, after delivery by Client of written notification setting
 with specificity
the alleged BCS non-performance, BCS shall have failed to cure said non-performance
 within sixty
(60) days of the date of receipt
 of the notification from Client. At all times, Client shall be
responsible for all fees and outstanding invoices through the
date of termination. Upon
termination, BCS shall immediately turn over all work completed or in process
 to Client. Client
shall be under no further obligation or liability
 to BCS whatsoever arising after the date of
termination. BCS acknowledges and agrees that Client shall be under no obligation
 to extend or
renew this agreement or extend any
employment offer, notwithstanding any work performed by
BCS or
other actions taken by the parties prior to the
expiration or earlier termination of this
Agreement.



5. Assignment.
Because Client has entered into this Agreement upon the basis of the particular

abilities of BCS, BCS shall only be entitled to
assign or delegate its rights or obligations
hereunder with the express prior written consent of Client.



6. Amendments. This Agreement, including attachments, may from time
to time, be amended by the
mutual consent of the parties by a
signed addendum to be attached to this Agreement.



 









 







7. Indemnification. Each party
will indemnify and hold the other, its owners, managers
, directors
and officers harmless from and against any and all claims for injury to person
 or property arising
as a result of the negligent acts or omissions of the indemnifying party, its
agents, employees or
contractors during this Agreement. The parties hereto acknowledge the foregoing
applies to, among
other things, all damages, demands,
expenses, claims, liability, injuries,
suits and proceedings
asserted or brought against either party based on
a claim that any services or work provided
hereunder constitutes an infringement of a patent, copyright,
trademark or any other intellectual
property right. The obligations of the parties
 under this paragraph shall survive the termination

of this Agreement.



8. Warranty.
Each party represents and warrants to the other party
that it has the full power,
right and authority to enter into and
perform this Agreement with the other party. BCS further
represents and warrants that the Services will be performed
in a professional manner, consistent
with generally accepted industry standards. For any breach of such
warranty, Client’s exclusive
remedy and the entire liability of BCS shall be
the re-performance of the Services. Client must
request such remedy from BCS in writing not more
than fifteen (15) business days following the
completion of the Services. Client warrants that it owns
 or has the right to provide to
BCS
Client’s Confidential Information. EXCEPT AS SET FORTH IN THIS SUBSECTION 6, BCS MAKES NO WARRANTY,
EXPRESS OR IMPLIED IN CONNECTION WITH THE SERVICES AND DELIVERABLES, INCLUDING THE RESULTS AND
PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.



9. Limitation of Liability
. Client accepts final responsibility for the selection and use
 of all
creative, audiovisual, and personal works
and images, including graphics, text,
formats,
characters, icons, information, data, sound recordings
, and logos (collectively, the “Images”),
which are included in any work or services delivered by BCS hereunder
.. THE MAXIMUM LIABILITY OF
BCS TO CLIENT FOR DAMAGES FOR ANY AND ALL OTHER CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY
,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE
, SHALL BE LIMITED TO
REIMBURSEMENT OF THE TOTAL FEES PAID BY CLIENT TO BCS PURSUANT TO THIS AGREEMENT. IN NO EVENT
SHALL BCS BE LIABLE FOR (X) ANY CONTENT, LOST PROFITS,
BUSINESS INTERRUPTION OR FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE
SERVICES PROVIDED HEREUNDER, EVEN IF BCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR
OTHERWISE FOR ANY SUCH CLAIM, OR (Y) FOR ANY DAMAGES OR COSTS ARISING FROM ANY THIRD PARTY
’S
ACTIONS, FAILURE TO ACT, OR DELAY IN PERFORMING ANY OBLIGATION WHATSOEVER
.. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, BCS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE.



10. Use of Name
. Notwithstanding anything herein to the contrary, BCS shall have
 the unconditional
right to use any works or services herein provided
 for its self-promotional or advertising
activities without the necessity of obtaining Client
’s prior written approval.



11. Delivery of Documents
.. BCS shall, at the request of
Client, execute and deliver or
cause to be
delivered, all such assignments,
consent, documents of further instruments of transfer
, and
otherwise take such actions, as
Client may reasonably deem necessary or desirable in
order for
Client to obtain the full benefits of
its ownership set forth in Section 1.



12. Confidentiality Defined. “
Confidential Information” shall mean all information
disclosed by
either party to the other party in oral
, written or machine-readable form, which has value because
it is not generally known and the owner uses reasonable efforts to protect it
 and identify it in
writing as confidential. Confidential Information also includes information
 that has been disclosed
by a third party that is required
 to be treated as confidential. All Confidential Information
shall
be marked as such or designated
as such in writing within thirty (30) days following
disclosure to
either party. Confidential Information does not include any information
which: (i) is or becomes a
part of the public domain through no act or omission of the other
party; (ii) was in the
other
party’s lawful possession prior to the disclosure
 and had not been obtained by the
other party
either directly or indirectly from the disclosing party;
 (iii) is


 









 





lawfully
 disclosed to the other party by a third party without
restriction on disclosure; (iv) is
independently developed by the other party; or (v) is
disclosed by operation of law. All
Confidential Information shall remain the exclusive property of the
discloser or its licensors.



13. Preserving Confidentiality. Each party hereby agrees
 that it shall not use any Confidential
Information received from the other party other than as expressly permitted under the
terms of this
Agreement or expressly authorized in writing by the other party
.. Each party shall use the same
degree of care to protect the other party
’s Confidential Information as it uses to protect its own
Confidential Information of like nature, but
 in no circumstances less than reasonable care. Neither
party shall disclose the other party’s Confidential
Information to any person or entity other
than
its officers, employees and independent contractors who are directly involved in
performing the
Services and have a specific need to know such information
 in order to effect the intent of this
Agreement and who have entered into written confidentiality agreements with that party consistent
with and no less restrictive than this Agreement.



14. Mutual Cooperation.
Each party will notify and cooperate with the other party
 in enforcing the
disclosing party’s rights if it becomes aware of a
threatened or actual violation of the disclosing
party’s confidentiality requirements by a third party. Upon reasonable request
by the disclosing
party, the receiving party will provide copies
 of the confidentiality agreements entered into with
its agents or independent contractors.



15. No Hiring. Both parties
agree not to hire, or directly or indirectly solicit or employ,
any
employee of the other who is
involved in the development, use or provision
 of services to Client
for a period of one (1) year after such employee’s
termination of employment without the prior
written consent of the other party.



16. Notices. Notices
 by any party to the other hereunder shall be
given by certified or registered
mail, return receipt requested, or by telegram with proof of delivery
 or by personal delivery, all
prepaid. All statements, payments and notices shall be given at the
respective addresses of BCS and
organizer hereunder as set forth in the first page of this Agreement unless written
 notice of
change of address is given pursuant to the terms of this paragraph. Notice
 shall be deemed
effective forty-eight (48) hours after posting of mailed notices and sending of telegrams
 or upon
hand receipt thereof, except that notices of change
 of address shall be effective when received.



The undersigned hereby agree to the foregoing Letter Agreement and
Terms and Conditions.



	 	 	 	 	 
	/s/ Kerry Rose

	 	 	 	3-13-2007
	 

	 	 	 	 
	Kerry Rose, President

	 	 	 	Date
	Ozark Ethanol LLC
	 	 	 	 
	 
	 	 	 	 
	/s/ Illinois Blasdel

	 	 	 	3/26/2007
	 

	 	 	 	 
	Illinois Blasdel, Partner

	 	 	 	Date
	BCS Communications