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Exhibit 10.25
FastWeb CollegeLink Agreement
This Agreement ("Agreement") is made as of November 22, 1999 between XxxxXxx.xxx
LLC, a Delaware Limited Liability Company ("FastWeb"), with a mailing address at
0000 Xxxxx Xxxxx, 0xx xxxxx, Xxxxxx, XX 00000, Attention: Xxx Xxxxx and Xxxx
Xxxxxxxxxx and XxxxxxxXxxx.xxx, a Delaware corporation, with a mailing address
at 00 Xxxxxxxxxx Xxx, Xxxx XX, Xxxxxxxxx, XX 00000, Attention: Xxx X'Xxxxx
("CollegeLink").
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. FastWeb will transmit approximately [Redacted Text] e-mails
cumulatively to FastWeb's entire database of permission-based, opt-in
high school seniors on or around November 23, 1999 (approximately
[Redacted Text] e-mails), on or around December 10, 1999 (approximately
[Redacted Text] e-mails) and to all new permission-based, opt-in high
school seniors on or around January 10, 2000 (approximately [Redacted
Text] e-mails). The messages will exclusively promote the Electronic
College Applications powered by CollegeLink. FastWeb will assist
CollegeLink in writing these messages.
2. FastWeb will feature Student Success, Inc and the Electronic
Application Service powered by CollegeLink in the FastWeb Parent
Newsletter on or around November 23, 1999 (approximately [Redacted
Text] e-mails) and on or around December 15, 1999 (approximately
[Redacted Text] e-mails). Copy will be mutually approved.
3. During the term of the Agreement (beginning as promptly as feasible),
FastWeb will (i) feature Electronic College Applications powered by
CollegeLink as the exclusive provider of such services on FastWeb (ii)
mention the Electronic Application Service powered by CollegeLink on
every college directory page for every school in the directory, and
(iii) provide a link on FastWeb's gateway page to a category called
"College Selection and Applications". Students who click on any link to
"College Applications" or "Electronic Applications powered by
CollegeLink" will be sent to a page on CollegeLink in which the frame
set will reside on FastWeb and the content within the frame will be
resident on CollegeLink.
4. During the term of the Agreement, FastWeb will send a "Welcome to
FastWeb" e-mail to each new FastWeb member who is a high school senior
promptly upon registration, which message will include a promotion
specifically highlighting the availability of the Electronic
Application Service powered by CollegeLink.
5. During the term of this Agreement, FastWeb's "Scholarship Message
Center" will contain a message for high school seniors promoting the
Electronic Application Service powered by CollegeLink.
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6. During the term of this Agreement, all FastWeb's "Award Notices" sent
to high school seniors announcing newly added awards will promote the
Electronic Application Service powered by CollegeLink.
7. During the term of this Agreement, FastWeb will promote the Electronic
Application Service powered by CollegeLink in one issue of FastWeb's
electronic Educator Newsletter prior to January 10, 2000, and in paper
version, prior to April 15, 2000. Copy will be mutually approved.
8. During the term of this Agreement, CollegeLink will prominently promote
FastWeb as its exclusive scholarship provider.
9. FastWeb will be entitled to a [Redacted Text] revenue share on all
revenue generated in excess of [Redacted Text] from FastWeb users who
use the CollegeLink service as part of this arrangement. FastWeb will
not be entitled to any revenue from the [Redacted Text] in sales
between the date of this Agreement and April 15, 2000.
10. In addition to the revenue share, CollegeLink will pay FastWeb a flat
fee of [Redacted Text] half of which will be paid within 24 hours of
the execution of this Agreement and the remaining half which will be
paid no later than February 1, 2000. CollegeLink shall have the option
to purchase a third email to the original group emailed on November 23,
1999 at a rate of [Redacted Text] prior to April 15, 2000.
11. The term of this Agreement commences on the date hereof and terminates
on April 15, 2000.
12. This Agreement contains the complete agreement between the parties
concerning this subject matter and supersedes all prior communications
and understandings. This Agreement is binding upon and inures to the
benefit of the parties hereto, and their respective successors and
assigns. Each party hereby represents to the other that the execution
and delivery of this Agreement has been approved by appropriate action
on the behalf of such party and that this Agreement is the valid and
legally binding obligation of such party, enforceable in accordance
with its terms. Each party shall indemnify the other for all losses,
costs and expenses (including reasonable attorney's fees) arising out
of the breach of any representations, warranties and/or covenants
contained in this Agreement. If any provision of this Agreement is held
to be unenforceable all other terms shall continue in full force and
effect and shall be construed as if such provision or portion thereof
had not been part of this Agreement. This Agreement shall be governed
by and construed in accordance with the laws of the State of Illinois
without regard to conflict of laws principles.
13. Nothing contained in this Agreement shall be deemed or construed by the
parties hereto or by any third party to create the relationship of
principal and agent or of a partnership or joint venture between
FastWeb and CollegeLink.
14. To facilitate execution of this Agreement, this Agreement may be
executed in one or more counterparts, with each counterpart being
deemed to be an original, but with all counterparts together
constituting one and the same Agreement. For purposes of this
Agreement, signature by facsimile shall be deemed to be an original
signature.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
XxxxXxx.xxx LLC XxxxxxxXxxx.Xxx
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Its: Sr. Vice President Its: President
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