EXHIBIT 10.14
CONFIDENTIAL
This agreement ("Agreement") is entered into as of the 17th day of
September, 1998 ("Effective Date"), by and between Excite, Inc., a
Delaware corporation, located at 000 Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx
00000 ("Excite"), and Online Specialty Retailing Inc. dba Great Food
Online, a Washington corporation, located 0000 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 ("Client").
RECITALS
A. Excite has obtained the right to program certain content and sell
and display advertising on the site on the Internet maintained by
Netscape Communications Corporation ("Netscape") located at
xxxx://xxxx.xxxxxxxx.xxx and/or other URLs or locations designated
by Netscape (the "Excite Portion of the Netscape Site") pursuant to
an agreement dated April 29, 1998 ("the Netcenter Agreement")
which, among other things, allow Netscape's users to search for and
access content and other sites on the Internet.
B. Within the Excite Portion of the Netscape Site, Excite currently
organizes certain content into topical channels (the "Netcenter
Channels") and provides Internet search service ("Netscape Search"),
C. Client is engaged in the business of specialty food retailing and
distribution at its site on the Internet located at xxxxxxxxx.xxx
(the "Client Site").
D. Client wishes to promote its business to Netscape's users through
promotions and advertising in various portions of the Excite
Portion of the Netscape Site.
Therefore, the parties agree as follows:
1. SPONSORSHIP OF THE NETCENTER SHOPPING AND LIFESTYLE CHANNELS
(a) Commencing on the Launch Date (as defined below), Client will be
promoted in the Netcenter Shopping Channel on the Excite Portion of
the Netscape Site as follows:
(i) A link to the Client Site (consistent with the format used on
similar links on the same page) will be displayed in the Daily
Deals promotion, or its equivalent in the case of a change in
format, on the
[***] indicates confidential treatment for omitted text has been requested.
CONFIDENTIAL
home page of the Netcenter Shopping Channel in [***] during
the term of the Agreement, [***].
(ii) A link to the Client Site (consistent with the format used on
similar links on the same page) will be displayed in the Top
Merchants promotion, or its equivalent in the case of a change
in format, on the home page of the Netcenter Shopping Channel
in [***] during the term of the Agreement, [***]. Excite shall
not display the link described in this Section 1(a)(ii) in the
same [***] in which it displays the link described in Section
1(a)(i) above.
(iii) A link to the Client Site (consistent with the format used on
similar links on the same page) will be displayed in the Hot
Deals promotion, or its equivalent in the case of a change in
format, on the Shopping Channel in [***] during the term of
the Agreement, [***].
(iv) A link to the Client Site (consistent with the format used on
similar links on the same page) will be displayed in the Hit
the Stores promotion, or its equivalent in the case of a
change in format, on the first page of the Gourmet & Groceries
department on the Netcenter Shopping Channel [***] term of the
Agreement.
(v) A link to the Client Site (consistent with the format used on
similar links on the same page) will be displayed in the Hot
Deals promotion, or its equivalent in the case of a change in
format, on the first page of the Flowers & Gifts department on
the Netcenter Shopping Channel in [***] during the term of the
Agreement, [***].
(vi) A link to the Client Site (consistent with the format used on
similar links on the same page) will be displayed in the Hit
the Stores promotion, or its equivalent in the case of a
change in format, on the first page of the Flowers & Gifts
department on the Netcenter Shopping Channel [***] term of the
Agreement.
(b) Commencing on the Launch Date (as defined below), Client will be
promoted in the Netcenter Lifestyle Channel on the Excite Portion
of the Netscape Site as follows:
2
[***] indicates confidential treatment for omitted text has been requested.
CONFIDENTIAL
A link to the Client Site (consistent with the format used on similar
links on the same page) will be displayed in the Exciting Stuff
promotion, or its equivalent in the case of a change in format, on the
first page of the Food & Drink department on the Netcenter Lifestyle
Channel [***] term of the Agreement.
(c) Subject to the Netcenter Agreement remaining in effect, Excite
estimates, but does not guarantee, delivery of [***] impressions of
the Client promotional placements on the Excite Portion of the
Netscape Site described in this Section 1 during the term of this
Agreement.
2. ADVERTISING ON THE EXCITE PORTION OF THE NETSCAPE SITE
(a) During the term of the Agreement, Excite will display Client's
banner advertising on Netscape Search results pages in response to
the keywords identified in Exhibit A, subject to availability.
During the term of the Agreement, Excite will also display Client's
banner advertising in the targeted channel/department inventory on
the Excite Portion of the Netscape Site identified in Exhibit B,
subject to availability. Excite will use commercially reasonable
efforts to allocate the display of such banner advertisements in
accordance with the relative priority set forth in Exhibits A and
B. Subject to the Netcenter Agreement remaining in effect, Excite
estimates, but does not guarantee, delivery of a total of [***]
impressions of the advertising banners described in this Section
2(a).
(b) During the term of the Agreement, Excite will display Client's
banner advertising in general rotation on the Excite Portion of the
Netscape Site. Subject to the Netcenter Agreement remaining in
effect, Excite estimates, but does not guarantee, delivery of a
total of [***]impressions of the advertising banners described in
this Section 2(b) during the term of this Agreement.
3. LAUNCH DATE, RESPONSIBILITY AND REPORTING
(a) Client and Excite will use reasonable efforts to implement the
display of the promotional placements and advertising described in
the Agreement by September 30, 1998 (the "Scheduled Launch Date").
The parties recognize that the Scheduled Launch Date can be met
only if Client provides final versions of all graphics, text,
keywords, banner advertising, promotional placements, other
promotional media and valid URL links necessary to implement the
promotional placements and advertising described in the Agreement
(collectively, "Impression Material") to Excite fourteen (14) days
prior to Scheduled Launch Date.
3
CONFIDENTIAL
(b) In the event that Client fails to provide the Impression Material
to Excite fourteen (14) days in advance of the Scheduled Launch
Date, Excite may, at its sole discretion (i) reschedule the
Scheduled Launch Date at the earliest practicable date according to
the availability of Excite's engineering resources after delivery
of the complete Impression Material or (ii) commence delivery of
Impressions based on Impression Material in Excite's possession at
the time and/or reasonable placeholders created by Excite.
(c) Client and Excite agree that the day the promotional placements and
advertising described in this Agreement are first displayed on the
Excite Portion of the Netscape Site will be the "Launch Date" for
purposes of this Agreement.
(d) Excite and Netscape will have sole responsibility for providing,
hosting and maintaining, at its expense, the Excite Portion of the
Netscape Site. Excite will have sole control over the "look and
feel" of the Excite Portion of the Netscape Site including, but not
limited to, the display, appearance and placement of the parties'
respective names and/or brands and the promotional links.
(e) The banner advertisements described in this Agreement will be
served, tracked and reported by Excite's subsidiary, MatchLogic,
Inc. ("MatchLogic"). MatchLogic will also provide Client with
feedback as to comparisons of the performance of the different
creative messages supplied by Client for the advertising banners
displayed on the Excite Portion of the Netscape Site as set forth
in this Agreement. As part of the process of serving such banner
advertisements, MatchLogic will use frequency control to manage the
number of times a user on the Excite Portion of the Netscape Site
sees a particular creative message. Client and MatchLogic will work
together to determine the optimal numbers of creative message
display necessary for creative frequency control of Client's banner
advertisements on the Excite Portion of the Netscape Site. Through
the implementation of MatchLogic's TruEffect transaction reporting
system on the Client Site, MatchLogic will also report on
correlations of user activity between the Client Site and the
Excite Portion of the Netscape Site. Promotional placements,
including text links, will be served, tracked and reported by
Excite. These promotional placements will be tracked and reported
by MatchLogic when this implementation becomes available. Excite
will provide Client with monthly reports substantiating the number
of impressions of Client's advertising banners and promotional
placements
4
[***] indicates confidential treatment for omitted text has been requested.
CONFIDENTIAL
displayed on the Excite Portion of the Netscape Site in accordance
with the terms of this Agreement.
(f) Excite will assign a partner services account manager to support
Client's participation in the sponsorship, advertising and
promotional programs set forth in this Agreement. At least monthly
during the term of the Agreement, Excite and Client will hold
reviews of the parties' performance and tactics under this
Agreement by telephone in accordance with a mutually agreeable
schedule. Excite and Client may conduct such monthly meetings in
person upon the mutual agreement of the parties.
4. SPONSORSHIP AND ADVERTISING FEES; REVENUE SHARE
(a) Client will pay Excite sponsorship and advertising fees of [***].
These fees will be paid in equal monthly installments of [***]. The
first monthly payment will be due upon the Launch Date. Subsequent
installments will be due on a monthly basis thereafter.
(b) Separate and apart from the sponsorship and advertising fees,
Client will pay Excite [***] of all net revenue recognized by
Client on all transactions conducted by users referred to the
Client Site from the Excite Portion of the Netscape Site during the
term of the Agreement. For purposes of this Agreement, "net
revenue" means gross revenue minus Client's actual costs of goods
sold and taxes. Client will pay Excite these transaction fees
within thirty (30) days after the close of the financial quarter in
which Client recognizes the revenue derived from these transactions.
(c) The sponsorship, advertising and gift guide fees, net revenue and
payments are net of any agency commissions to be paid by Client.
(d) Client will maintain accurate records with respect to the
calculation of all transaction payments due under this Agreement.
Once per year, the parties will review these records to verify the
accuracy and appropriate accounting of all payments made pursuant
to the Agreement. In addition, Excite may, upon no less than thirty
(30) days prior written notice to Client, cause an independent
Certified Public Accountant to inspect the records of Client
reasonably related to the calculation of such payments during
Client's normal business hours. The fees charged by such Certified
Public Accountant in connection with the inspection will be paid by
Excite unless the payments made to Excite are determined to have
been less than ninety- five percent (95%) of the payments actually
owed to Excite, in which case
5
[***] indicates confidential treatment for omitted text has been requested.
CONFIDENTIAL
Client will be responsible for the payment of the reasonable fees
for such inspection.
5. PUBLICITY
Unless required by law, neither party will make any public statement,
press release or other announcement relating to the terms of or
existence of this Agreement without the prior written approval of the
other, such approval not to be unreasonably withheld, Notwithstanding
the foregoing, either party may issue an initial press release regarding
the relationship between Excite and Client, the timing and wording of
which will be mutually agreed upon.
6. TERM AND TERMINATION
(a) Unless terminated earlier in accordance with the specific terms of
this Agreement, the term of this Agreement will begin on the Launch
Date and will not end until the later of: (i) the date on which
Excite has displayed a total of [***] impressions of the Client
advertising banners and promotional placements on the Excite
Portion of the Netscape Agreement as described in this Agreement;
or (ii) the one year anniversary of the Launch Date.
Notwithstanding the foregoing, this Agreement will terminate upon
termination or expiration of the Netcenter Agreement and the
parties agree to negotiate in good faith to resolve all outstanding
promotional and financial issues.
(b) If Client has not realized a minimum of [***] transactions
consisting of Client's product sales conducted by users referred to
the Client Site from the Excite Portion of the Netscape Site after
the first six (6) months following the Launch Date ("Transaction
Goal"), Client may suspend (but not eliminate) its payments of the
sponsorship and advertising fees specified in Section 4 for a
maximum of [***] during which Excite will deliver make-good
impressions (the "Make-Good Period"). If Client does not achieve
its Transaction Goal by the end of the Make-Good Period, Client may
then terminate this Agreement upon written notice within ten (10)
days of the end of the Make-Good Period. If Client achieves its
Transaction Goal at any time during the Make-Good Period or if
Client does not issue a written notice of termination in accordance
with this Section 6(b), the term of the Agreement shall continue
and Client shall immediately resume payment of all sponsorship and
advertising fees.
(c) Either party may terminate this Agreement if the other party
materially breaches its obligations hereunder and such breach
remains uncured for thirty (30) days following the notice to the
breaching party of the breach.
6
CONFIDENTIAL
(d) All undisputed payments that have accrued prior to the termination
or expiration of this Agreement will be payable in full within
thirty (30) days thereof.
(e) The provisions of Section 9 (Confidentiality and User Data),
Section 10 (Indemnity), Section 11 (Limitation of Liability) and
Section 12 (Dispute Resolution) will survive any termination or
expiration of this Agreement.
7. TRADEMARK OWNERSHIP AND LICENSE
(a) Client will retain all right, title and interest in and to its
trademarks, service marks and trade names worldwide, subject to the
limited license granted to Excite hereunder.
(b) Excite will retain all right, title and interest in and to its
trademarks, service marks and trade names worldwide, subject to the
limited license granted to Client hereunder.
(c) Each party hereby grants to the other a non-exclusive, limited
license to use its trademarks, service marks or trade names only as
specifically described in this Agreement. All such use shall be in
accordance with each party's reasonable policies regarding
advertising and trademark usage as established from time to time.
(d) Upon the expiration or termination of this Agreement, each party
will cease using the trademarks, service marks and/or trade names
of the other except:
(i) As the parties may agree in writing; or
(ii) To the extent permitted by applicable law.
8. CONTENT OWNERSHIP
(a) Client will retain all right, title and interest in and to the
Client Site worldwide including, but not limited to, ownership of
all copyrights and other intellectual property rights therein.
(b) Excite and Netscape will retain all right, title, and interest in
and to the Excite Portion of the Netscape Site worldwide including,
but not limited to, ownership of all copyrights, look and feel and
other intellectual property rights therein.
7
CONFIDENTIAL
9. CONFIDENTIALITY AND USER DATA
(a) For the purposes of this Agreement, "Confidential Information"
means information about the disclosing party's (or its suppliers')
business or activities that is proprietary and confidential, which
shall include all business, financial, technical and other
information of a party marked or designated by such party as
"confidential or "proprietary" or information which, by the nature
of the circumstances surrounding the disclosure, ought in good
faith to be treated as confidential.
(b) Confidential Information will not include information that (i) is
in or enters the public domain without breach of this Agreement,
(ii) the receiving party lawfully receives from a third party
without restriction on disclosure and without breach of a
nondisclosure obligation, (iii) the receiving party knew prior to
receiving such information from the disclosing party or (iv) the
receiving party develops independent of any information originating
from the disclosing party.
(c) Each party agrees (i) that it will not disclose to any third party
or use any Confidential Information disclosed to it by the other
except as expressly permitted in this Agreement and (ii) that it
will take all reasonable measures to maintain the confidentiality
of all Confidential Information of the other party in its
possession or control, which will in no event be less than the
measures it uses to maintain the confidentiality of its own
information of similar importance.
(d) The usage reports provided by Excite to Client hereunder will be
deemed to be the Confidential Information of Excite and thus
subject to all the restrictions set forth in this Agreement,
including the prohibitions against disclosure to third parties
contained in this Section 9. The usage reports provided by Client
to Excite hereunder will be deemed to be the Confidential
Information of Client and thus subject to all the restrictions set
forth in this Agreement, including the prohibitions against
disclosure to third parties contained in this Section 9.
(e) The terms and conditions of this Agreement will be deemed to be
Confidential Information and will not be disclosed without the
written consent of the other party.
(f) For the purposes of this Agreement, "User Data" means the aggregate
number of purchase requests requested by such users, the aggregate
number of purchase requests completed, the aggregate number of
purchases completed and the aggregate dollar value of completed
purchases. The
8
CONFIDENTIAL
parties hereby agree that "User Data" for purposes of this
Agreement shall not include any information submitted by users
referred to the Client Site from the Excite Portion of the Netscape
Site that could be reasonably used to identify a specific named
individual ("individual Data"). The parties acknowledge that any
individual user of the Internet could be a user of Excite, Netscape
and/or Client through activities unrelated to this Agreement and
that user data gathered independent of this Agreement, even from
individuals who are users of both parties' services, will not be
deemed to be "User Data" for the purposes of this Agreement.
(g) User Data, strictly as defined in Section 9(f) above, will be
deemed to be the joint property of the parties and, subject to the
limitations contained herein, both parties will retain all rights
to make use of such User Data. In addition, the parties hereby
agree that Individual Data, as defined in Section 9(f) above to
mean any information submitted users referred to the Client Site
from the Excite Portion of the Netscape Site that could be
reasonably used to identify a specific named individual, will be
deemed to be the sole property of Client and, subject to the
limitations contained herein, Client will retain all rights to make
use of such Individual Data.
(h) In order to facilitate optimization of Client's sponsorship program
and achievement of Client's Transaction Goals, Client will make
good faith efforts to develop tracking and reporting capabilities
on the Client Site to correlate information regarding transaction
activity by users referred to the Client Site from the Excite
Portion of the Netscape Site to the various promotional placements
and advertising banners displayed on the Excite Network. Client
will provide to Excite all User Data and user transaction reports
collected by Client within thirty (30) days following the end of
each calendar month during the term of this Agreement in a
mutually-determined electronic format.
(i) Client will not use User Data or Individual Data to specifically
target any Excite or Netscape users, as distinct from all users of
the Client Site, for solicitations (except as specifically provided
in this Agreement), either individually or in the aggregate, during
the term of this Agreement and for a period of twelve (12) months
following the expiration or termination of this Agreement.
(j) Neither party will sell, disclose, transfer or rent any User Data
which could reasonably be used to identify a specific named
individual ("Individual Data") to any third party nor will either
party use Individual Data on behalf of any third party without the
express permission of the individual user.
9
CONFIDENTIAL
Where user permission for dissemination of Individual Data to third
parties has been obtained, each party will use commercially
reasonable efforts to require the third party recipients of
Individual Data to provide an "unsubscribe" feature in any email
communications generated by, or on behalf of, the third party
recipients of Individual Data.
(k) Notwithstanding the foregoing, each party may disclose Confidential
Information or User Data (i) to the extent required by a court of
competent jurisdiction or other governmental authority or otherwise
as required by law or on a "need-to-know" basis under an obligation
of confidentiality to its legal counsel, accountants, banks and
other financing sources and their advisors; and Excite may disclose
Confidential Information to Netscape as required under the terms of
the Netcenter Agreement.
10. INDEMNITY
(a) Client will indemnify, defend and hold harmless Excite, Netscape,
their affiliates, officers, directors, employees, consultants and
agents from any and all third party claims, liability, damages
and/or costs (including, but not limited to, attorneys fees)
arising from:
(i) Its breach of any representation or covenant in this
Agreement; or
(ii) Any claim that Client's advertising banners infringe or
violate any third party's copyright, patent, trade secret,
trademark, right of publicity or right of privacy or contain
any defamatory content; or
(iii) Any claim arising from the Client Site.
Excite will promptly notify Client of any and all such claims
and will reasonably cooperate with Client with the defense
and/or settlement thereof; provided that, if any settlement
requires an affirmative obligation of, results in any ongoing
liability to or prejudices or detrimentally impacts Excite in
any way and such obligation, liability, prejudice or impact
can reasonably be expected to be material, then such
settlement shall require Excite's written consent (not to be
unreasonably withheld or delayed) and Excite may have its own
counsel in attendance at all proceedings and substantive
negotiations relating to such claim.
(b) Excite will indemnify, defend and hold harmless Client, its
affiliates, officers, directors, employees, consultants and agents
from any and all third
10
CONFIDENTIAL
party claims, liability, damages and/or costs (including, but not
limited to, attorneys fees) arising from:
(i) Its breach of any representation or covenant in this
Agreement; or
(ii) Any claim arising from the Excite Portion of the Netscape Site
other than content or services provided by Client.
Client will promptly notify Excite of any and all such claims and will
reasonably cooperate with Excite with the defense and/or settlement thereof;
provided that, if any settlement requires an affirmative obligation of,
results in any ongoing liability to or prejudices or detrimentally impacts
Client in any way and such obligation, liability, prejudice or impact can
reasonably be expected to be material, then such settlement shall require
Client's written consent (not to be unreasonably withheld or delayed) and
Client may have its own counsel in attendance at all proceedings and
substantive negotiations relating to such claim.
(c) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT
AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE REGARDING SUCH SUBJECT MATTER.
11. LIMITATION OF LIABILITY
EXCEPT UNDER SECTIONS 10(a) AND 10(b), IN NO EVENT WILL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. EXCEPT UNDER SECTIONS 10(a) AND 10(b),
THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER,
WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND
WILL NOT EXCEED, THE AMOUNTS TO BE PAID BY CLIENT TO EXCITE HEREUNDER.
12. DISPUTE RESOLUTION
(a) The parties agree that any breach of either of the parties'
obligations regarding trademarks, service marks or trade names,
confidentiality and/or User Data would result in irreparable injury
for which there is no adequate remedy at law. Therefore, in the
event of any breach or threatened breach
11
CONFIDENTIAL
of a party's obligations regarding trademarks, service marks or
trade names or confidentiality, the aggrieved party will be
entitled to seek equitable relief in addition to its other
available legal remedies in a court of competent jurisdiction.
(b) In the event of disputes between the parties arising from or
concerning in any manner the subject matter of this Agreement,
other than disputes arising from or concerning trademarks, service
marks or trade names, confidentiality and/or User Data, the parties
will first attempt to resolve the dispute(s) through good faith
negotiation. In the event that the dispute(s) cannot be resolved
through good faith negotiation, the parties will refer the
dispute(s) to a mutually acceptable mediator.
(c) In the event that disputes between the parties arising from or
concerning in any manner the subject matter of this Agreement,
other than disputes arising from or concerning trademarks, service
marks or trade names, confidentiality and/or User Data, cannot be
resolved through good faith negotiation and mediation, the parties
will refer the dispute(s) to the American Arbitration Association
for resolution through binding arbitration by a single arbitrator
pursuant to the American Arbitration Association's rules applicable
to commercial disputes.
13. GENERAL
(a) ASSIGNMENT. Neither party may assign this Agreement, in whole or in
part, without the other party's written consent (which will not be
unreasonably withheld), except that no such consent will be
required in connection with (i) a merger, reorganization or sale of
all, or substantially all, of such party's assets or (ii) either
party's assignment and/or delegation of its rights and
responsibilities hereunder to a wholly-owned subsidiary or joint
venture in which the assigning party holds an interest. Any attempt
to assign this Agreement other than as permitted above will be null
and void.
(b) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of California,
notwithstanding the actual state or country of residence or
incorporation of Excite or Client.
(c) NOTICE. Any notice under this Agreement will be in writing and
delivered by personal delivery, express courier, confirmed
facsimile, confirmed email or certified or registered mail, return
receipt requested, and will be deemed given upon personal delivery,
one (1) day after deposit with express courier, upon confirmation
of receipt of facsimile or email or five (5) days after deposit in
the mail. Notices will be sent to a party at its address set
12
CONFIDENTIAL
forth in this Agreement or such other address as that party may
specify in writing pursuant to this Section.
(d) NO AGENCY. The parties are independent contractors and will have no
power or authority to assume or create any obligation or
responsibility on behalf of each other. This Agreement will not be
construed to create or imply any partnership, agency or joint
venture.
(e) FORCE MAJEURE. Any delay in or failure of performance by either
party under this Agreement will not be considered a breach of this
Agreement and will be excused to the extent caused by any
occurrence beyond the reasonable control of such party including,
but not limited to, acts of God, power outages and governmental
restrictions.
(f) SEVERABILITY. In the event that any of the provisions of this
Agreement are held to be unenforceable by a court or arbitrator,
the remaining portions of the Agreement will remain in full force
and effect.
(g) ENTIRE AGREEMENT. This Agreement is the complete and exclusive
agreement between the parties with respect to the subject matter
hereof, superseding any prior agreements and communications (both
written and oral) regarding such subject matter. This Agreement may
only be modified, or any rights under it waived, by a written
document executed by both parties.
(h) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will serve to evidence the parties' binding agreement.
ONLINE SPECIALTY RETAILING INC. EXCITE, INC.
DBA GREAT FOOD ONLINE
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
-------------------------- ------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxx
-------------------------- ------------------
Title: Chairman Title: EVP-CFO
-------------------------- ------------------
Date: September 17, 1998 Date: September 21, 1998
-------------------------- ------------------
0000 Xxxxx Xxxxxx, 0xx Xxxxx 555 Broadway
Seattle, WA 98121 Xxxxxxx Xxxx, XX 00000
(000) 000-0000 (voice)
13
CONFIDENTIAL
(000) 000-0000 (fax)
14
[***] indicates confidential treatment for omitted text has been requested.
CONFIDENTIAL
EXHIBIT A
KEYWORDS
This is the "A" list. These are the words that are the highest on Client's
priority list. The "A" list includes:
[***]
This is the "B" list. These are the words that are next on Client's priority
list. They would then be included along with the "A" list. The "B" list
includes:
[***]
This is the "C" list. These are the words that are not a top priority for
Client at this time, although they are of some interest. The "C" list
includes:
[***]
15
[***] indicates confidential treatment for omitted text has been requested.
CONFIDENTIAL
EXHIBIT B
TARGETED INVENTORY
This is the "A" list. These are the departments on the Excite Portion of the
Netscape Site that Client considers to be its highest priority. The "A" list
for the departments include:
[***]
This is the "B" list. These are the departments that Client considers to be
next in priority. They would then be included along with the "A" list. The
"B" list for the departments include:
[***]
This is the "C" list. These are the departments that are not a top priority
for Client at this time, although somewhat interested in them. The "C" list
for the departments include:
[***]
16
