Public Relations Agency Agreement, made as of April 2014 (the Effective Date)

BETWEEN
Praecellens Limited (the Client) with address at 9 Karpenisiou, 2021 Nicosia, Cyprus
AND
Steinreich Communications Group, Inc., with address 2125 Center Aveneie, Fort Lee, N.J.
07024 USA (the Agency)

TERMS OF AGREEMENT:
1) Subject of Agreement
The Client retains the Agency to act as its PR and communication consultant in Israel.
2) The Agencys Scope of Services
The agency will organize and execute the public relations Launch of Ashley Madison
(AshleyMadison.com) in Israel consistent with the activities outlined in the proposal dated
August 18, 2013, attached hereto and made part of this Agreement, that will include, among other
elements, a media tour of interviews for the Clients designated Spokesperson in May 2014 (the
Services). The Services of the Agency are focused on raising the profile of Ashley Madison in
Israel, through stories in print, broadcast and digital media.
The Client and Agency will work together to pitch media outlets for purposes of generating media
coverage. The services the Agency will provide, include but are not limited to:

Message development and refinement, focusing in particular on the positioning of

Ashley Madison as the first extra-marital playground for women and the first and
only international married dating site, allowing its members to have affairs with
women from all over the world.
Crafting news releases and creative pitches targeting TV shows with targeted
contents ranging from business, economic, technical, sports-related, male-focused,
female-focused and news angles.
Targeted pitches and media communications, to the media as outlined in the target
media list (Appendix C)
Scheduling, confirming and executing in person and face-to-face interviews and
other media opportunities with a focus on television
Providing translation/interpretation services for the duration of the tour and
interviews
Story direction and creation
Account management and coordination
Daily phone conference to update on the current status when necessary
A full report with Media Clippings at the end of the project

For clarity, the services to be undertaken according to the terms of this Agreement are to include,
without limitation those described herein and as further outlined hereto in Appendix B.
Any additional activities requested or required of the agency, not listed above, will need to be
discussed and agreed upon by both parties. Any additional monies required will also need to be
discussed and agreed upon by both parties prior to commencement of said activities.
The language of services between the Client and Agency is English and all releases, documents,

reports and communications need to be supplied in the English language, if requested so by the
Client.
3) Account Management and Team
The Account Manager on the Agency side will be Stan Steinreich and Hila Aloni, working
together with their team.
The compensation for the entire team shall be included in the agency compensation as indicated
below. Members of the team cannot be removed, however additional members can be added with
Clients written consent, which shall not be unreasonably withheld.

4) Agency Compensation
In consideration of the provision of the Services hereunder Client agrees to pay the Agency a fee
of $10,000 USD for the planning, preparation, and execution of the media tour, including
successful publication of the interviews stated herein.
.
Payment installments shall be as follows: 50% of the amount shall be paid upon execution of this
agreement, 25% paid no later than 5 business days prior to commencement of the media tour,
conditional on receipt of confirmation of the 10 In-Person Interviews described below, and the
remaining 25% (final payment) paid no later than five business days upon completion of the
media tour and conditional on the 10 In-Person Interviews being attained.
In the event that the minimum In-Person Interviews have not been attained, Client shall clawback $500 per missed interview. For greater clarity, if media tour consists of 6 In-Person
Interviews, Client shall reduce the final payment by $2,000.
All funds will be payable in U.S. dollars and will be wired to Consultants bank account.

5) Expenses
In addition to professional service fees, out-of-pocket expenses, including but not limited to
photocopying, postage, telephone, facsimile transmissions, article reprints, travel, mileage, and
other reasonable out-of-pocket expenditures will be billed to client. Any single expense exceeding
$100 and all total expenses exceeding $300 will require client approval in writing prior to
expenditure. Reimbursement of expenses is due immediately upon receipt..
6) Term and Termination
6.1) This Agreement shall commence on the Effective Date and remain in effect until the end of
the media tour when all interviews from the media tour have been published or broadcast (the
Term), or as otherwise terminated in accordance with the provisions hereof, whichever is
sooner.
6.2) This Agreement may be terminated by the Client at any time, with or without cause, upon
ten (10) days written notice to the other.
6.3) In the event of termination, the Agency shall immediately cease all work on behalf of the
Client except as otherwise directed in writing in order to facilitate a smooth transition.
6.4) Upon termination or expiry of the Term of this Agreement: (i) the Client's obligations to the
Agency under this Agreement shall terminate except for the Client's obligation to pay any fees
and expenses in accordance with the terms of this Agreement, owing up to the date of
termination; and (ii) the Agencys obligations to the Client and rights under this Agreement shall
terminate except those obligations which are specifically expressed to survive the termination of
this Agreement. . .
7) General Terms of Contract
7.1) Beneficial Interests
All beneficial interests of products and/or services created by the Agency for the Client become

the property of the Client.

7.2) Non-Competition
The Agency agrees that during the Term and for a period of one year after the expiry of the Term,
the Agency will not, without the express written consent of the Client, directly or indirectly, either
individually or in a partnership, or jointly or in conjunction with any person:
(a) be employed or retained as an employee, consultant, adviser or otherwise engaged by;
(b) own shares (other than publicly traded securities representing less than 5% of the total
outstanding shares) in the capital of; or
(c) lend money to or guarantee the debts or obligations of
any company, partnership or other business entity engaged in the manufacture, promotion,
provision, development, marketing, distribution or sale of any products or services, which are
engaged in the married dating, infidelity dating, sugar daddy dating and cougar dating markets.
7.3) Duty of Information
The signing parties shall exchange all necessary information needed to fulfill the underlying
services of this Agreement in an unlimited and truthful manner as long as there is no conflict with
superior interests.
7.4) Reporting
The Agency will be available for a daily phone conference to inform and update about the current
status of its work when necessary.
The Agency will create a weekly report reflecting the weeks activities, items discussed in the
weekly phone conference and activities outlook over the next weeks.
The Agency will produce a final report on activities and results including circulation and media
value of each clipping.
7.5) Confidentiality
The Agency agrees not to disclose any confidential information on the Clients business dealings
and internal affairs in general unless compelled by law, and shall execute the Mutual NonDisclosure Agreement attached hereto as Appendix A. This responsibility continues to exist
after termination of the agreement and shall survive indefinitely
7.6) Indemnity
The Agency undertakes to, and does hereby agree to, indemnify the Client and its affiliates and its
and their directors, officers and employees against any and all material loss or damage which may
be brought against or suffered by them or which they may sustain, pay or incur as a result of the
Agency's negligent breach of any of the provisions of the Agreement with the exception of any
such actions, suits, claims, costs and demands, losses, damages and expenses caused by the
willful misconduct or negligence of the Client or any of its directors, officers or employees.
The Client agrees to indemnify the Agency from material loss or damage which may be brought
against or suffered by the Agency or which they may sustain, pay or incur directly as a result of
the actions taken or statements made by the Agency at the Clients written direction or based upon
information provided, in writing, directly by the Client, including legal fees and costs.
Notwithstanding the foregoing, the Clients total indemnity obligations and liability herein shall be
limited to the Agencys proven direct damages (including legal fees), the total of which shall not
exceed, in the aggregate three times (3x) the Agency Compensation paid or payable under this
Agreement.
7.7) Independent Contractor

The Agencys relationship with the Client as created by this Agreement is that of an independent
contractor for the purposes of any applicable taxing legislation. Nothing contained in this
Agreement shall be regarded or construed as creating any relationship (whether by way of
employer/employee, agency, joint venture, association, or partnership) between the Parties other
than as an independent contractor as set forth herein.
7.8) Authority
The Agency acknowledges that they are being retained as consultants to the Client and that as
such it does not have the authority and cannot commit or bind the Client to any matter, contract or
negotiation without the prior authorization of the Client.
7.9) Governing Law
This Agreement shall be governed by the laws of Cyprus without reference to the conflict of laws
provisions thereof. The Parties consent to the jurisdiction of the courts of Cyprus in connection
with any lawsuit, action or proceeding arising out of or relating to this Agreement, with venue in
Nicosia, Cyprus.
7.10) Final Provisions
No waiver by the Parties of any failure by them to perform any covenant or condition of this
Agreement shall be deemed to be a waiver of any preceding or succeeding breach of any
covenant or condition of this Agreement.
Nothing contained in this agreement shall be deemed to constitute or create a partnership or joint
venture between the Parties and neither party shall hold itself out as the agent of the other.
If any clause or any part of this Agreement or its application to any party shall for any reason be
adjudged by a court or other legal authority of competent jurisdiction to be invalid, this judgment
shall not affect the remainder of this agreement, the terms of which shall remain in full force and
effect.
This Agreement represents the entire agreement between the Parties in respect of its subject
matter and replaces any previous agreement(s) relating to the subject matter and may be varied
only in writing signed by the Parties.

______________________________
Name: Keith Lalonde
Title: Director

___________________________
Name: Stan Steinreich
Title: CEO

Appendix A Mutual Non Disclosure Agreement

THIS AGREEMENT made as of the _______ day of _______________, 2014.
BETWEEN:
PRAECELLENS LIMITED, a Cyprus Corporation (Avid) 9 Karpenisiou, 2021 Nicosia,
Cyprus
and
Steinreich Communications Group, Inc., a New Jersey (USA) corporation with offices at 2125
Center Avenue, Fort Lee, N.J. 07024 USA (the Company)
WHEREAS Avid has furnished and will furnish to the Company certain Confidential Information
(as defined hereinafter) for the purpose of evaluating a business transaction or entering into a
strategic relationship.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
covenants and agreements of the parties herein contained, the parties hereto covenant and agree
as follows:

1. As it is used in this Agreement, the term

Confidential Information, without limiting
the generality of its generally accepted meaning,
shall include all information that is non-public,
confidential or proprietary in nature disclosed
by Avid to the Company or any of its directors,
officers, employees, agents, consultants or
r e p r e s e n t a t i v e s ( c o l l e c t i v e l y, t h e
Representatives) relating to the business of
the Avid or its affiliates, including information
in respect of Avids or Avids affiliates
operations, customers, business and marketing
strategies, proprietary technologies and all
financial, production, scientific and technical
data, methodology, techniques and information,
and all analyses, compilations, data, studies,
reports or other documents prepared by the
Company or any of its Representatives
containing or based upon, in whole or in part,
any such furnished information, whether in
written, oral, electronic or other form, but shall
not include: (a) information in the public
domain at the time of the Companys receipt of
that information from Avid; (b) information
which, after the Companys receipt from Avid,
becomes a part of the public domain through no
act or omission of the Company or its
Representatives; (c) information which the
Company can show was lawfully within its
knowledge or possession prior to its receipt
from Avid; (d) information received in good
faith by the Company from a third party, who to
the knowledge of the Company was lawfully in
possession of the information, and who was not
under a contractual, legal or fiduciary obligation
not to disclose the information; (e) information
developed by the Company without using any
Confidential Information; (f) information that
the parties agree in writing to release from the
terms of this agreement; and (g) information
required by law to be disclosed by the Company
(subject to section 5 below).
2.
Company agrees that it will hold all
Confidential Information in confidence for an
indefinite period and will not disclose any such
Confidential Information to any individual or
entity other than its respective Representatives
whose duties justify their need to know the
Confidential Information for the purposes of
fulfilling the Companys obligations, provided
that: (a) the Company shall notify its
Representatives of the obligations under this
Agreement with respect to the Confidential
Information and the restrictions on its use; and
(b) the Company shall direct its Representatives
to exercise a level of care sufficient to preserve
the confidentiality of the Confidential

Information and shall direct each such person to

abide by the terms and conditions of this
Agreement, and will take all reasonable steps to
ensure that the Confidential Information is not
disclosed by any of such person to any other
person or entity or used in a manner contrary to
this Agreement.
3. The Company agrees that it shall not use any
Confidential Information, directly or indirectly,
for any purpose whatsoever other than the
purpose intended by Avid, without first
obtaining the prior written consent of Avid. The
Company agrees not to disclose to any person
the fact that discussions are taking place
between the Company and Avid or the status
thereof, or the fact that Confidential Information
has been made available to the Company or its
Representatives without the written consent of
Avid.
4. The Company agrees that all Confidential
Information shall remain the property of Avid
and shall forthwith be returned to Avid upon the
written request of Avid and the Company shall
not retain any copies, extracts or other
reproductions, in whole or in part or summaries
of such Confidential Information. Upon the
request of Avid, the Company shall forthwith
destroy all documents, memoranda, notes,
reports and other writing in written, electronic
or other form prepared by the Company or any
of its Representatives based on any Confidential
Information.
5. In the event that the Company or any of its
Representatives becomes legally compelled to
disclose any of the Confidential Information
received from Avid, the Company agrees to
provide Avid with prompt written notice thereof
so that Avid may take such action as it considers
necessary to maintain the confidentiality of such
Confidential Information, including seeking a
protective order or other appropriate remedy
and/or waiving compliance with the provisions
of this Agreement in whole or in part. In the
event that such protective order or other remedy
is not obtained, or that Avid waives compliance
with the provisions of this Agreement, the
Company or its Representatives will furnish
only that portion of that Confidential
Information which is legally required and the
Company will exercise its best efforts to obtain
reliable assurance that confidential treatment
will be accorded to such Confidential
Information.

6.
No license to the Company under any
intellectual property is granted or implied by
conveying Confidential Information or other
information and none of such information,
which may be transmitted, shall constitute any
representation, warranty, assurance, or
inducement by Avid with respect to the
infringement of patents or other rights of others.
77. The Company hereby covenants and agrees
that it will not for a period of two years from the
date hereof, directly or indirectly, solicit or
endeavour to entice away or hire from Avid any
of its employees. For the purposes of this
section, the term employees shall mean those
individuals who were employees or independent
contractors of Avid at any time during the
period commencing on the date hereof and
ending on the first anniversary of the
termination date hereof and who was directly
involved in any meaningful business
discussions with the Company. Notwithstanding
the foregoing, the Company shall not be
prohibited from hiring or employing any
individual who responds independently to a
general solicitation by the Company to fill one
or more positions not made with the intent to
hire an employee of Avid.
8.
If any provision of this Agreement is
determined to be void or unenforceable, in
whole or in part, it shall be severable from all
other provisions hereof and shall not be deemed
to affect or impair the validity of any other
provisions, and each such provision is deemed
to be separate and distinct.
9. Avid and the Company hereby agree that all
covenants contained herein are reasonable and
valid and each waives all defenses to the strict
enforcement thereof by the other.

10. The Company acknowledges that a breach

of any of the provisions of this Agreement will
result in immediate and irreparable damage to
Avid and that money damages would not be a
sufficient remedy for any breach and the
Company agrees that in the event of such
breach, Avid shall, in addition to any other right
of relief, be entitled to equitable relief
including, without limitation, relief by way of
temporary or permanent injunction and to such
other relief that any court of competent
jurisdiction may deem just and proper. It is
further agreed that no failure or delay by either
Avid or the Company in exercising any right,
power or privilege under this Agreement shall
operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or
future exercise of any right, power or privilege
hereunder.
11. This Agreement may be modified or waived
only by a written instrument signed by each of
Avid and the Company.
12. This Agreement shall be governed by and
interpreted in accordance with the laws of
Cyprus. Each of the parties hereto irrevocably
attorns to the jurisdiction of the courts of
Cyprus, in Nicosia.
13. The provisions hereof, where the context so
permits, shall enure to the benefit of and be
binding upon the parties hereto and their
respective successors and assigns.
14. This Agreement may be executed in one or
more counterparts by original or facsimile
signature, all of which shall be treated as
original documents and shall be equally valid
and binding on the parties and their respective
affiliates.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year
first above written.
PRAECELENS LIMITED

Per: _________________________
Name: Keith Lalonde
Title: Director

Per:
Name: Stan Steinreich
Title: CEO

Appendix B
ASHLEY MADISON
PUBLIC RELATIONS ACTIVITIES IN ISRAEL
A. Objectives
1.

organize and execute a media tour in May, 2014 with as many interviews as possible for the
Clients designated spokesperson/spokespeople from the target media list in Appendix C.

2.

generate brand awareness of Ashley Madison in Israel during its launching period

3.

Press Releases: The Agency will take care of writing, editing, distributing and the follow-up
of different Ashley Madison press pitches for

-business/economic press
-news focused press
-tabloid/gossip press
-male focuses press
-female focused press
4.

Interview Management: The Agency will set up interviews with mass and specialized media
and coordinate the one on one interviews

5. Development of key messages, content and communication pieces: The Agency will generate
the appropriate content for the media, including promoting the Clients key messages, drafting
of a press kit, production, writing internal documents such as key messages (talking points)
6. Advertising placement
The Agency will consult with Ashley Madison to help it devise the most effective advertising
strategy in Israel. Should Ashley Madison ask The Agency to help it negotiate and place
advertisements in the most valuable print and online media publications, ad sales on radios,
outdoor locations, as well as draft advertorials to ensure maximum impact of the Clients
advertising, the Client agrees the Agency will be entitled to receive standard agency commissions
from the media companies where the ads are placed or that the Client will pay the Agency the
standard 15-percent agency commission for advertising placement, or what may be negotiated
between the parties. The Agency will provide suggestions for the most lucrative placements of
billboards in Israel and highly trafficked Israeli media platforms such as blogs and community
forums.
7.

Daily phone conference and report: The Agency will participate in daily phone conference to
update the Client on progress of securing interviews when necessary. Agency will provide
detailed and comprehensive monthly reports to Client.

8.

Report: The Agency will provide a detailed report about all activities and results including
circulation and media value of each clipping achieved at the end of the project.

B. External Costs
The following items are not included within the fee:

Printing of advertising, promotional or information materials

Hiring of subcontractors, such as but not limited to: production, design, photography and
printing, such subcontractors must be approved in writing, in advance, by Client.

Postage, courier or overnight services

Travel expenses. Including lodging, meals, ground and air transportation, and additional
regular expenses of the Agency personnel invited to the trips to carry out some specific task
for the program

Support personnel. Such as promoters, demonstrators, aides-de-camp, valet parking, waiters,

1-800 line operators, or any other support needed for any specific activity or event

Facilities. Such as hotel ballrooms and restaurants for meetings, press conferences, target
audience-aimed events, as well as the contracting of food, drinks and equipment required for
such events

Media purchasing. For advertorials or purchasing space in the media

Appendix C
Target Media List TV
Channel

Name of Show

Channel 2

Evening News

Channel 10

Evening News

Channel 1

Evening News

Channel 1

Layla Calcali (News

Talkshow)

Channel 1

Tochnit Chisachon
(News Talkshow)

Target Media List Radio

Title
Reshet Bet
Galatz
Radio Tel Aviv

Description

Target Media List Newspapers/News Agencies/Online

Title

Description

The Marker

Financial/Economic

Globes

Financial/Economic

Calcalist

Financial/Economic

Forbes Israel

Financial/Economic

Yedioth Aharonot

Daily newspaper

Israel HaYom

Daily newspaper

Haily ne

Daily newspaper

Maily n

Daily newspaper

The Post

Daily newspaper

SofHa Shavuah

Weekly/Monthly Magazine

LaIsha

Weekly/Monthly Magazine

At

Weekly/Monthly Magazine

Blazer

Weekly/Monthly Magazine

Menta

Weekly/Monthly Magazine

Playboy Israel

Weekly/Monthly Magazine

Man Talk

Weekly/Monthly Magazine

Ynet

Popular news website

Walla

Popular news website

Hapular online

Popular news website

NRG

Popular news website

Mako

Popular news website

Nana 10

Popular news website