EXHIBIT 10.37
CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST. THE OMITTED NON-PUBLIC INFORMATION HAS BEEN FILED WITH
THE COMMISSION.
TOSHIBA AMERICA CONSUMER ELECTRONICS
PRODUCT LISTING AGREEMENT
[Value America The Living Store! logo]
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The Living Store:
Value America is the ultimate home shopping retailer. We prevail by
presenting the merits of your products directly to the consumer. Value America's
dynamic multimedia category demonstrations effectively reveal the features,
benefits, style and value of every product we sell.
BASIC - CATEGORY PRESENTATIONS:
Basic Product Category Presentations are created entirely from your
existing library of photographs, illustrations and copy. We transform the
artwork you have created for your catalogs and packaging into educational,
consumer-oriented sales presentations. Each can feature a dozen individual
products. We guarantee to update and host these listings a minimum of one year
at our expense.
Development Participation Quantity
Creative Development & Copy Selection $ X
Graphic Design of Web Presentation $ X
Photo & Graphic Compression $ X
Composition & Data Entry $ X
World Wide Web Site Generation $ X X
Total Supplier Participation $ X _____
MULTIMEDIA - CATEGORY PRESENTATIONS:
Multimedia Category Presentations are principally created from your
existing library of photographs and illustrations. We augment your artwork with
our own and write compelling consumer-oriented copy. We script and produce a
powerful narrative dialog that speaks directly to the consumer, enables
automatic pagination, and compels acquisition. These dynamic feature oriented
presentations can include two dozen individual products. Multimedia
Presentations average ten panels in length and are paced to present product
attributes over five minutes. We guarantee to update and host these listings for
two years at our expense.
Development Participation Quantity
Creative Development, Narrative Scripts & Copy $ X
Graphic Design and Illustrations $ X
Still Photography, Props & Processing $ X
Multimedia Narrative Audio Streams $ X
Photo & Graphic Compression $ X
Composition & Data Entry $ X
World Wide Web Site Generation $ X 2
Total Supplier Participation $ X _____
COMPREHENSIVE VIDEO & MULTIMEDIA - CATEGORY PRESENTATIONS:
Comprehensive Video & Multimedia Category Presentations integrate your best
photographs and illustrations into dynamic sales presentations. Value America
produces powerful consumer-oriented copy, environmental photographs, and
computer illustrations. We script and produce a professional narrative dialog
that powerfully impacts the consumer's impression of your company and products.
We write, and produce broadcast-quality video demonstrations to reveal your
product's unique features, style, and quality. Each two to three minute video is
professionally edited, compressed and streamed for tomorrow's world of enhanced
connectivity. Animation, special effects, and music are used to make these
presentations as entertaining as they are compelling. Each Comprehensive Video &
Multimedia Category Presentation can feature up to three dozen individual items.
Multimedia segments average twelve panels in length and are typically paced to
present information over seven minutes. Our two to three minute video
demonstrations follow the multimedia presentation. We guarantee to update the
multimedia and product segments and host the entire listing and presentation for
a minimum of three years at our expense.
Development Participation Quantity
Creative Development, Scripts & Copy $ X
Video Cast, Crew, Production & Editing $ X
Graphic Design and Illustrations $ X
Still Photography, Props & Processing $ X
Animation & Special Effects $ X
Multimedia Narrative Audio Streams $ X
Video, Photo & Graphic Compression $ X
Advanced Composition & Data Entry $ X
World Wide Web Site Generation $ X
Broadcast Bandwidth Site Generation $ X 0
Total Supplier Participation $ X _____
Payment Terms:
50% Upon Acceptance.
50% Quarterly @ $X or X% on sales whichever is sooner.
Value America Agrees:
1. To maintain listing, update presentation and sell products for at least the
one to three year term specified unless products are discontinued, or the
supplier fails to perform reasonably.
2. To provide subsequent product presentation updates at cost not to exceed $X
an hour.
3. To complete category presentations within 60 to 90 days with appropriate
supplier support.
4. To create effective purchasing procedures and host retail sites with
sufficient bandwidth.
5. To implement reasonable MAP or value pricing to maximize revenue.
6. To communicate forecasts, purchase orders and shipping information
electronically using EDI.
7. To be solely responsible for customer payment and to reimburse supplier
within 30 days.
8. To be solely responsible for outbound freight and to pay carriers directly.
9. To diminish non-defective returns through supportive and integrated customer
service.
00.Xx reduce sales support and order processing cost by eliminating color
packaging, retail displays, slotting fees, store service, markdowns,
guaranteed sales, rebates, new store allowances, extended payment terms,
prepaid freight, complicated routing, compliance penalties, bills of lading,
and manual order processing.
Supplier Agrees:
1. To provide copies of existing video, photos, illustrations and copy for
integration into presentations.
2. To provide data, competitive analysis, catalogs, packaging, and sales
training documents on each product.
3. To supply accurate data and to reimburse Value America should we need to
correct inaccuracies.
4. To deliver a sample of each product selected. These will be used in the
creation of product presentations.
5. To provide a sales narrative of each product's features, benefits,
performance capabilities, style, composition, value and competitive
advantages dictated by a knowledgeable spokesperson.
6. To not directly solicit any Value America customer without our express
permission.
7. To provide the lowest net FOB quotation on all products selected by Value
America.
8. To ship orders promptly using two-way EDI with automatic bar code labeling to
minimize cost.
9. To accept defective product returns and issue full credit.
00.Xx use original content created for the product sales presentations only with
our express written consent.
Agreed:
TOSHIBA CONSUMER ELECTRONICS
/s/ illegible 6/3/97 $X
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Supplier Representative Date Value
/s/ illegible /s/ Xxxxx X. Xxxx
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Authorized Signature Value America
[Value America The Living Store! logo]
