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Exhibit 10.14
AERO/STUDENT ADVANTAGE
MAILING AND FULFILLMENT SERVICES AGREEMENT
This Agreement is between Aero Fulfillment Services, 0000 Xxxx Xxxxx,
Xxxxx, XX 00000 ("Aero") and Student Advantage, a Delaware LLC located at 000
Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 ("Student Advantage"). This Agreement is made
effective as of the date both Aero and Student Advantage have executed it in
writing.
Aero and Student Advantage agree as follows:
1. SCOPE OF SERVICES.
Subject to the terms and conditions of this Agreement and the terms and
conditions outlined in the RFP and negotiated conditions which are incorporated
into and made a part of this Agreement. Supplier (Aero) will provide warehousing
distribution, fulfillment, mail, and data processing services as specified. This
Agreement shall not be modified; neither Aero nor Student Advantage shall be
obligated to perform additional services or be obligated to pay for any such
additional services unless both the parties have executed a written agreement to
modify this Agreement addressing those specified changes.
2. COMPENSATION.
The fees payable to Aero for the services rendered are included in Exhibit
A. All other pricing for any materials or services not specified in Exhibit A
will be negotiated on an as-needed basis between Student Advantage and Aero and
will be contracted via a purchase order. If services are rendered, Student
Advantage upon notice by Aero will have the sole responsibility of issuance of a
purchase order. Any non-compliance with this issue will not affect the services
or the fees charged on the processing.
3. INVOICING.
All service fees payable to Aero by Student Advantage will be issued on a
monthly basis. Student Advantage shall pay all outstanding invoice amounts no
later than 30 days from Student Advantage receipt of a given invoice from Aero.
A discount of one half of one percent will be granted if payment is made
within 10 days of receipt.
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4. CONFIDENTIALITY.
Aero and Student Advantage both agree to adhere to the restrictions of the
Exhibit B confidentiality agreement attached and signed. In addition, Aero
agrees to adhere to all guidelines and conditions imposed on Student Advantage
by its marketing partners and clients with respect to the treatment and control
of data deemed proprietary or confidential.
5. INSURANCE.
Aero will maintain during the term hereof all insurance required by law
including but not limited to:
(a) Xxxxxxx'x Compensation as described by the State of Ohio.
(b) Employers Liability Insurance with minimum limits of $1,000,000
each occurrence.
(c) Comprehensive General Liability Coverage for bodily injury, death,
or property damage.
6. LOSS, DAMAGE OR THEFT OF MATERIALS.
In the event any of Student Advantage's inventoried materials are lost,
damaged by Aero error, or stolen while in Aero's possession, Aero shall pay
Student Advantage an amount equal to the replacement cost of the lost, damage,
or stolen materials.
7. REPRESENTATIONS.
Aero represents and warrants that it has expertise in providing the
services and that in providing them to Student Advantage they will be at least
of a quality conforming to the generally accepted industry standard and
practices.
8. LIMITATIONS OF LIABILITY.
In no event shall Aero be liable to Student Advantage for any incidental,
consequential, indirect, punitive, or economic damages regardless of whether
such liability is based on breach of contract, tort, strict liability, or breach
of warranties.
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9. TERMS AND TERMINATION.
This Agreement shall commence on the effective date and continue for a
period of at least but not limited to two years. Re-issuance will occur based on
both parties' acceptance. Pricing increases will be negotiated by both parties.
Student Advantage may terminate this Agreement at any time for (1)
convenience upon giving Aero at least 90 days' notice in writing; (2) if breach
of contract or default of responsibility occurs and is not resolved within 30
days, contract becomes invalid; (3) and if either party becomes the subject of
any proceeding under any bankruptcy, insolvency or liquidation laws, whether
voluntary or involuntary.
Aero may elect to terminate this contract by notifying Student Advantage at
least 90 days in advance.
10. GOVERNING LAW.
This Agreement will be governed by and construed in accordance with the
laws of the State of Ohio as applicable to agreements made and wholly performed
within that state regardless of the place, time, or sequence of its execution.
The parties agree that the laws of the State of Ohio will apply despite any
choice of law, statute, rule, or precedent that would apply the law of any other
jurisdiction.
IN WITNESS WHEREOF the parties have executed this Agreement as of the dates
indicated below.
AERO FULFILLMENT SERVICES
By: /s/ Xxxxx Xxxxxx
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(Signature)
XXXXX XXXXXX
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(Print Name)
Title: NATIONAL ACCOUNT MANAGER
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Date: 7/16/96
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STUDENT ADVANTAGE, INC.
By: /s/ Xxxxxx Xxxxxxxx
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(Signature)
Xxxxxx Xxxxxxxx
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(Print Name)
Title: VP Operations, Chief Operating Officer
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Date: 8/8/96
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Exhibit A
Intentionally Omitted
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Exhibit B
AERO FULFILLMENT SERVICES
Cincinnati, Ohio
Confidentiality Agreement
This Agreement is entered into this 31st day of May, 1996, by and between
AERO FULFILLMENT SERVICES ("Aero") and Student Advantage, Inc. ("Client").
Aero and Client are considering entering into, or have entered into, an
agreement or agreements from time to time (the "Services Agreement") for the
provision of services by Aero to Client. In the performance of such services,
Aero may receive from Client data concerning Client's customers, business
processes and/or other confidential information (the "Information").
In connection with the Services Agreement, the parties further agree as
follows:
1. Aero agrees to maintain the confidentiality of any Information it
receives from the Client pursuant to the Services Agreement, including
using and requiring its employees to use the same degree of care to
protect the Information as is used to protect Aero's own confidential
information. However, in connection with the Services Agreement and
this Agreement, Aero shall not be responsible for any special,
incidental or consequential damages.
2. Aero agrees not to copy or otherwise reproduce the confidential
information without the prior written consent of Client. Upon
completion of the Service Agreement, Aero shall, upon request of the
Client, return to Client all documents, records and similar
repositories of Information, including any copies thereof, in its
possession.
3. This Agreement shall govern all prior Services Agreements as well as
any future Services Agreements between Aero and Client and shall remain
in effect after any of said Services Agreements are terminated or have
expired.
AERO FULFILLMENT SERVICES CLIENT
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxx
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