SMART SHOPPER MAGAZINE IS A PROVEN DIRECT MAIL ADVERTISING PIECE.

Developed by the publishers at Success Communications, a proven publishing and media firm with over 25 years of marketing, publishing and media experience. This turn-key formula is the perfect opportunity for any person with a background in sales, publishing, or media.

SMART SHOPPER MAGAZINES ENCOMPASS THE BEST ELEMENTS OF ANY DIRECT MAILED MEDIA:

• attractive layout
• convenient sizing
• perforated v coupons
• display ad options
• tabs for easy navigation
• proven offers
• captivating covers
• up to date mailing lists
• simple design formula
• continued parent company support
• affordable to advertiser (2¢ per household)
• cash on copy billing

HERE’S HOW IT WORKS:

After a license agreement is obtained, we offer a two day initial training session here in beautiful Big Sky Country (or a conference call if travel can not be arranged) to get you up to speed on the publishing process.* This includes education on product details and marketable advantages, general sales training, an overview of the graphic design process and recommendations for proven client offers.
We provide independent publishers with all of the necessary digital templates, editable sales forms that can be tailored to your market, magazine copies, and cover options. With these tools, this publishing model is extremely simplified. From there independent publishers develop their client base and begin creating their client’s ads.
We suggest four options for accomplishing their clients ad design: hire a subcontracted or full time graphic artist, outsource to your local copy shop that offers graphic services, design yourself if you have a graphics background or would like to learn, hire us to develop your client’s ads. After your issue is sold and designed you are ready to print. We handle it all from this point. We will “prepress” your files and handle all the technical aspects of the printing process. After the job is printed we handle all mailing and fulfillment procedures. You just wait for your clients success. It’s that easy.
1) Sell your ads
2) Prepare your files
3) Collect your money
4) WE DO THE REST

EXAMPLE OF INCOME POTENTIAL:
• 75 clients x $425 per advertiser = $31,875 gross revenues per issue x 6 issues per year = $191,250 approx margin 30% = $57,375 net income per year**
• 100 clients x $425 per advertiser = $42,500 gross revenues per issue x 6 issues per year = $255,000 approx margin 40% = $102,000 net income per year**
• 125 clients x $425 per advertiser = $53,125 gross revenues per issue x 6 issues per year = $318,750 approx margin 50% = $159,375 net income per year**

*All travel expenses to be paid by licensee.
**Totals based on a circulation of 25,000 copies per issue.

Licensing Agreement:

LICENSING AGREEMENT THIS AGREEMENT, made and entered into this ___ day of May, 2005, by and between SUCCESS COMMUNICATIONS, INC., hereinafter for convenience referred to as “SCI” or “LICENSOR”, and ________ _______________, of ___________________, _________________, hereinafter for convenience referred to as “LICENSEE” is as follows: WITNESSETH: WHEREAS, Licensor is the owner of “Smart Shopper Magazine”, a well-established coupon and advertising magazine which Licensor publishes and distributes in Bozeman, Montana, and in which Licensor owns the rights and design pursuant to applicable state and federal laws; and WHEREAS, Licensee desires to utilize the name and format of the “Smart Shopper Magazine” coupon and advertising magazine in connection with the design and publication of a coupon and advertising magazine in the Territory defi ned below. NOW, THEREFORE, for and in consideration of the terms, covenants, and conditions herein set forth, reserved, and contained on the part of the parties hereto to be kept and performed, and further, in consideration of the licensing fees to be paid by Licensee unto Licensor, it is hereby agreed: 1. GRANT OF LICENSE. Upon the terms and conditions hereinafter set forth, Licensor grants to Licensee and Licensee hereby accepts the right, license and privilege of utilizing the name, format and design of the “Montana Smart Shopper” solely and only upon and in connection with the publication and distribution of a coupon and advertising magazine in the Territory set forth below. 2. TERRITORY. The license hereby granted extends only to the City of ___________, in the County of ______________, State of _______________ (the “Territory”). 3. TERM OF LICENSE. The term of the license hereby granted shall be effective upon the execution of this Licensing Agreement, and shall continue for a period of fi ve (5) years, unless sooner terminated or extended in accordance with the provisions hereof. 4. OPTION TO EXTEND. This Licensing Agreement may be extended upon the written agreement of the parties within ninety (90) days prior to its present termination. Licensor and Licensee shall renegotiate, determine, arrive at, and agree upon the “File Management Fee” (as defi ned below) and such other and further terms, covenants and conditions as may be applicable and pertinent to any extension of the term of this Licensing Agreement as hereinabove set forth. 5. PAYMENT TERMS. Licensee shall pay to Licensor an initial licensing fee as set forth on Appendix A attached hereto, payable upon execution of this Agreement. No part of such licensing fee shall in any event be repayable to Licensee. Licensee shall also pay to Licensor a “File Management Fee” for each issue of the “Smart Shopper Magazine” coupon and advertising magazine as set forth on Appendix A attached hereto. This per issue “File Management Fee” will reimburse Licensor for its time and expense in performing its obligations as set immediately forth below. 6. LICENSOR'S RIGHTS AND OBLIGATIONS. During the term of this Agreement, Licensor shall: A. Provide initial consultation, assistance and advice to Licensee; B. Provide all necessary design templates based in Adobe In-Design; Published By: 4 4 8 E a s t M a i n S t . S u i t e 2 A B o z e m a n , M T 5 9 7 1 5 P • 4 0 6 . 5 8 2 . 5 8 5 9 F • 4 0 6 . 5 8 2 . 4 4 5 5 C. Provide all necessary sales templates, including suggested rate cards and advertiser agreements; D. Provide initial sales training; E. Pre-fl ight and print ready all fi les; F. Orchestrate all printing procedures; G. Orchestrate all postage and mailing lists; and H. Orchestrate all mailing procedures. 7. RIGHTS AND OBLIGATIONS OF LICENSEE. During the term of this Agreement Licensee shall: A. Orchestrate and complete all client sales; B. Orchestrate and complete all client advertising graphic design; C. Orchestrate and complete all magazine layout; D. Utilize Montana Smart Shopper design templates; E. Utilize Montana Smart Shopper cover art and logo; F. Provide both native and camera ready pdf fi les designed to Licensor's outlined specifi cations; G. Provide zip codes for all markets for mailing; H. Pay all fees and expenditures prior to publication; I. Publish and distribute a minimum of four (4) issues of the Montana Smart Shopper Magazine each year; J. Maintain adequate facilities and competent personnel to serve the Territory and enable Licensee to perform its obligations; K. Safeguard the property, rights and interests of Licensor; L. Comply with all applicable local, state and federal laws. 8. INDEPENDENT CONTRACTORS. For purposes of this Agreement, no party shall be construed as the partner, joint venturer, or employee of any other party and Licensee shall not be considered the agent of Licensor. Each party shall remain an independent contractor responsible for its own actions. 9. USE OF TRADE AND SERVICE MARKS. Licensee shall have the non-exclusive right to use the “Montana Smart Shopper” trademark owed by Licensor solely in connection with publication and distribution of the coupon and advertising magazine in Licensee's territory. Licensee shall promptly advise Licensor of any improper or wrongful use in the Territory of the trademark which may come to its notice and assist Licensor in protecting such rights. 10. COVENANT NOT TO USE OR SELL THE SMART SHOPPER MAGAZINE NAME. Licensee agrees that it will not in any way shape or form use or in any way sell, at any time, to any third party any of the “Smart Shopper Magzine” trademarks or trade dress. License further acknowledges that the foregoing trade name and mark is proprietary to Licensor and that it is a valuable and unique asset of Licensor. 11. CONFIDENTIAL AND PROPRIETARY INFORMATION. Licensee acknowledges that during the Term of this Agreement (A) it will be privy to certain confi dential and proprietary information which constitutes trade secrets as defi ned in the Montana Trade Secrets Act and (B) it will be privy to certain other confi dential and proprietary information that may not constitute trade secrets as defi ned therein. Licensee further acknowledges that these processes, machines, technical documentation, computer programs, customer lists, business plans, marketing plans and techniques, pricing data, fi nancial data, marketing programs, customer fi les, technical expertise and knowhow, and other information and trade secrets, whether as defi ned in the Act or which may lie beyond (collectively the “Property”) which will be provided to Licensee by Licensor are unique, confi dential, and proprietary property of Licensor and by the provision of such Property to Licensee, Licensor is not conveying any ownership or other interest to Licensee. Licensee acknowledges that such confi dential and proprietary information derives independent, actual and potential commercial value from not being generally, readily ascertainable through independent development and is the subject of efforts by Licensor that are reasonable under the circumstances to maintain its secrecy. Licensee agrees to hold in trust and confi dence for Licensor and to not disclose to any third party without prior written consent of Licensor, said Property and information, whether it is tangible or intangible. Licensee further agrees not to use any such confi dential information or trade secrets to his/her/its personal benefi t or for the benefi t of any third party. Licensee also agrees to return to Licensor all such information and Property which is tangible upon the termination of this Agreement. The parties agree that Licensee's obligations under the above non-disclosure provision as it relates to confi dential information that does not constitute trade secrets shall apply for a period of two (2) years following the termination of this Agreement. 12. COVENANT NOT TO COMPETE. Licensee hereby agrees that it shall not compete with Licensor, either directly or indirectly, in the production, printing and publication of a coupon and advertising magazine, book or other printed material, for a period of fi ve (5) years in the City of _________________, County of _______________, State of _____________, or an adjacent county, or any city within an adjacent county. The parties agree that these covenants not to compete are reasonable in light of the consideration being paid hereunder, the conditions in the marketplace, the narrowness of the prohibitions and Licensor's need to protect trade secrets and other confi dential information. 13. INJUNCTIVE RELIEF. The parties further agree that any actions by Licensee in violation of the prohibitions in Paragraphs 10, 11, and 12 above would give rise to great and irreparable injury to Licensor. In the event of a breach or threatened breach of these provisions, and in addition to any other rights and remedies available at law or in equity, Licensor shall be entitled to preliminary and permanent injunctions, enjoining and restraining such breach or threatened breach. In the event Licensor seeks injunctive relief, the parties hereby acknowledge and agree: (1) Licensor will suffer real, immediate and irreparable injury which will be prevented by injunctive relief; (2) Licensor has no plain, speedy and adequate remedy at law; (3) that the granting of a preliminary injunction will promote the public interest rather than disserve the public interest; (4) that the balance of equities always favors the injunction in such cases; (5) that the injunction will preserve the status quo pending a trial on the merits; and (6) that Licensor shall not be required to demonstrate a reasonable probability of success on the merits in order to obtain injunctive relief. 14. TERMINATION. A. Notwithstanding any other provisions hereof, either party may terminate this Agreement by written notice to the other (“the Defaulting Party”) effective immediately upon such notice, on the happening of any one or more of the following events: i. If Licensee shall not have published and distributed the fi rst issue of the Smart Shopper Magzine within one hundred twenty (120) days after the date of this Agreement or if at any time thereafter Licensee fails to publish and distribute two (2) consecutive quarterly additions of the Smart Shopper Magazine; ii. Any payment due from Licensee shall be in arrears and unpaid for a period of thirty (30) days after the same shall have become due and payable; iii. The Defaulting Party shall be in default under any term or condition of this Agreement and fails to cure the same within thirty (30) days after it shall have been served with notice of default in writing by the other party; iv. The commencement of voluntary or involuntary proceedings under any bankruptcy, reorganization or similar laws of any jurisdiction by or against the Defaulting Party; v. If any order shall be made or any resolution passed for the winding up, liquidation or dissolution of the Defaulting Party, or if a receivor be appointed for it or its property, or if any of its goods or property shall be taken in execution, or if it makes a general assignment for the benefi t of creditors; vi. The Defaulting Party shall become the subsidiary of any other company, or if control of the Defaulting Party shall be substantially changed, or if this Agreement is assigned to any other person or entity without the express written consent of Licensor. B. The exercise by either party of any rights under this Section shall be without prejudice to any other rights that party has at law or in equity, under this Agreement or otherwise, and shall not give rise to any rights or claims for compensation or damages by the Defaulting Party. C. Notwithstanding the foregoing, neither party shall be responsible for delayed performance of any obligation hereunder resulting from any cause beyond its control, such as fl oods, earthquakes, strikes, riots, war or governmental regulations. 15. RIGHTS AND OBLIGATIONS UPON TERMINATION. After the effective date of expiration or termination, Licensee shall discontinue to use in any manner the trademark “Smart Shopper Magazine”. Licensee shall return to Licensor all tangible items such as templates, fi les and other documents provided to Licensee by Licensor. 16. INDEMNITY. Licensor hereby indemnifi es Licencee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the “Smart Shopper Magazine” trademark or name as authorized in this Agreement, providing that prompt notice is given to Licensor of any such claim or suit, and providing, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensee hereby indemnifi es and holds harmless Licensor and its offi cers, directors, employees and agents from and against any and all damages, loss, liability, suits, actions, demands, proceedings and expenses arising, directly or indirectly, out of any breach of this Agreement, misrepresentation or misconduct on the part of Licensee or its employees or agents. The foregoing indemnity shall remain operative and in full force and effect, regardless of any termination or expiration of this Agreement, and shall be in addition to any liability which Licensee may otherwise have to Licensor. 17. NOTICE TO PARTIES. The parties agree that any notice to be given under the terms of this Licensing Agreement may be served upon a party personally, or served by certifi ed mail, return receipt requested, addressed to the parties at their last known address. Notice served by certifi ed mail, return receipt requested, shall be deemed complete when sender receives the offi cial receipt from the United States Post Offi ce that notice has been received by the addressee, which notice from the United States Post Offi ce shall be prima facie evidence of such receipt. 18. ADDITIONAL DOCUMENTS. The parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Licensing Agreement 19. ATTORNEY'S FEES AND COSTS. Should it become necessary for any party hereto to fi le legal action to enforce or interpret any term or terms of this Licensing Agreement, the prevailing party shall be entitled to reasonable attorney's fees and reasonable out of pocket costs of suit. 20. FINAL AGREEMENT. This Licensing Agreement is the complete and exclusive statement of the agreement between the parties as to the subject matter hereof which supercedes all proposals or agreements, oral or written, and all other communications between the parties related to the subject matter hereof. 21. MODIFICATION AND WAIVER. This Licensing Agreement can only be modifi ed by a written agreement duly signed by the persons authorized to act on behalf of the parties. No term or provisions hereto shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing by the party claimed to have waived or consented. Any consent by any party to, or waiver of, any breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. 22. BINDING AGREEMENT. This Licensing Agreement is effective as of the date of execution and shall be binding upon, inure to the benefi t of, and be enforceable by the parties hereto and each of their respective successors, personal representatives and assigns. 23. SEVERABILITY. If any provision or provisions of this Licensing Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or be impaired thereby. 24. GOVERNING LAW. This Licensing Agreement shall be governed and construed in accordance with the laws of the State of Montana. The parties agree to the exclusive jurisdiction, venue and local law of the courts of the State of Montana and the U.S. courts situated and venued in Gallatin County, Montana. 25. CAPTIONS. Captions contained in this Licensing Agreement are for reference purposes only and do not constitute part of this Licensing Agreement. IN WITNESS WHEREOF, the parties hereto have hereunto executed this Licensing Agreement as of the day and year fi rst above written. LICENSOR: LICENSEE: SUCCESS COMMUNICATIONS, INC. _________________________________ By:____________________________ By:______________________________ Its:____________________________ Its:______________________________ Appendix A License Fees and File Management Fees are based upon market size as follows: Population License Fee (One Time) File Management Fee (Per Issue) 25,000 - 100,000 $10,000.00 $1,000.00 100,000 - 250,000 $15,000.00 $1,500.00 250,000 - 500,000 $20,000.00 $2,000.00 500,000 - 1,000,000 $25,000.00 $2,500.00

Download Brochure

Download Licessee Agreement

Download example of Smart Shopper

448 East Main St. Suite 2-A . Bozeman, MT . 59715 . ph 406.582.5859 . fa 406.582.4455 . email