PRIVATE LABEL AGREEMENT
THIS AGREEMENT is made and entered into this 9th day of May 2000, by
and between x0xxxxxxx.xxx, a Delaware corporation (b2bstores) and WordCruncher
Internet Technologies, Inc., dba Logio ("Company"), a Nevada corporation.
RECITALS
WHEREAS, x0xxxxxxx.xxx owns and operates a web site devoted to provide
products and services for businesses ("x0xxxxxxx.xxx's Site"), currently located
at xxx.x0xxxxxxx.xxx, and
WHEREAS, Company provides high quality, business related content and
business resources.
WHEREAS, x0xxxxxxx.xxx and Company wish to work cooperatively to make
b2bstores' services available to users of Company's Site through Private Label
pages (the "Private Label Site"); and
WHEREAS, the parties wish to share applicable revenues from the Private
Label Site in accordance with this Agreement.
AGREEMENTS
In consideration of the mutual covenants and agreements herein
contained, x0xxxxxxx.xxx and Company agree as follows:
1. Development of Private Label Site.
B2bstores shall develop and make publicly available the Private Label
Site. B2bstores shall work cooperatively with Company in such development
effort. This development will proceed in accordance with the written Statement
of Work (the "Statement of Work") attached to this Agreement as "Exhibit A."
2. Promotion of the Private Label Site.
Company shall be solely responsible for promoting the Private Label
Site. x0xxxxxxx.xxx reserves the right to participate cooperatively with Company
to promote branding and traffic to Company's site.
3. Operation of the Private label Site.
B2bstores shall host, operate and maintain the Private Label Site on
b2bstores's server(s) in accordance with the relevant provisions of the
Statement of Work and in a manner consistent with the manner in which Company
maintains its own site. Each party will be solely responsible, without any right
of reimbursement, for all internal and third party costs and expenses incurred
by it in connection with the performance of its obligations under this
Agreement.
4. Order Processing and Fulfillment.
B2bstores will process all orders placed by customers who purchase
products and/or services from the pages of the Private label Site. B2bstores
will be responsible for all aspects of order processing and fulfillment as it
relates to its services. B2bstores expressly reserves the right to add to,
delete or modify its services and prices at any time. B2bstores expressly
reserves the rights to reject any order, using reasonable discretion. B2bstores
will track sales made to customers who purchase products or services from the
Private Label Site and will make available to Company monthly reports
summarizing such aggregate sales activity.
5. Relationship of the Parties.
B2bstores and Company are independent contractors. Nothing in this
Agreement will create any partnership or employment relationship between the
parties. Neither party will have the authority to enter into contracts, assume
or create any liability or make arrangements of any nature whatsoever for, in
the name of, or on behalf of, the other party. Company customers who order
b2bstores products or services from the Private Label Site will be deemed a
customer of Company. Company acknowledges that b2bstores will be the exclusive
provider of products and/or services to their users. Company will not enter into
any agreements that will conflict with the products or services or terms of this
agreement.
6. Compensation.
x0xxxxxx.xxx will provide payment to Company as follows:
o x0xxxxxxx.xxx will pay Company a commission in the amount of 20% of
the gross profit generated. Gross profit shall be defined as the difference
between the selling price of the product(s) sold by reason of the Private Label
Site less the cost of those goods (including taxes) and the cost of shipping. In
the case of a third party private label Company will have the allowable
discretion to share its portion of gross profits. Any increase of the shared
gross profit amount in excess of 20% will be at the discretion of x0xxxxxxx.xxx.
o Gross Profit generated as a result of selling marketing space (on the
private label pages only) and click-through traffic will be split evenly between
both parties.
7. Commission Payment.
x0xxxxxxx.xxx will pay Company monthly, within thirty (30) days
following the end of each calendar month. If a product or service is returned or
charged back, x0xxxxxxx.xxx will deduct the corresponding fee from Company's
next monthly payment. If there is no subsequent payment, x0xxxxxxx.xxx will send
Company a xxxx, corresponding to the canceled products or service and Company
agrees to reimburse x0xxxxxxx.xxx.
8. Fees.
In consideration for upcoming marketing activities and to recognize the
partnership between x0xxxxxxx.xxx and Company, x0xxxxxxx.xxx agrees to waive the
normal Private label Site development fees of $25,000 as well as the normal
monthly hosting fees of $4,500 for the duration of this initial agreement.
9. Books, Records & Audit
x0xxxxxxx.xxx shall maintain true, correct and complete records
relating to its calculation of products or services sold and shall do so in
accordance with generally accepted accounting principles. Such records shall be
maintained for a period of not less than three years following the date of
expiration or termination of this Agreement. Company shall have the right during
regular business hours to appoint an independent third party to examine
x0xxxxxxx.xxx's facilities and audit its books and records in order to verify
compliance with the terms of this Agreement. Any auditor must sign a
confidentiality agreement comparable in scope to the confidentiality provisions
hereof. Any such audit shall be at the expense of Company unless the audit
reveals any material non-compliance by x0xxxxxxx.xxx with the terms of this
Agreement in which case the audit shall be at the expense of x0xxxxxxx.xxx.
10. Licenses.
x0xxxxxxx.xxx is hereby granted a non-exclusive, world-wide, royalty
free license to use Company's trademarks, trade names, service marks solely for
the purposes contemplated by this Agreement and subject to compliance with
Company's trademark policies in effect from time to time. Company is hereby
granted a non-exclusive, world-wide, royalty free license to use x0xxxxxxx.xxx's
trademarks, trade names, service marks solely for the purposes of this Agreement
and subject to compliance with x0xxxxxxx.xxx's trademark policies in effect from
time to time.
11. Term.
The term of this Agreement shall commence on ________________, 2000 and
shall continue for two (2) years unless otherwise terminated as set forth below.
Thereafter, the Agreement shall automatically renew for successive one (1) year
terms unless terminated in writing by either party to the other party at least
ninety (90) days prior to the renewal date.
12. x0xxxxxxx.xxx's Obligations.
In performing under this agreement. x0xxxxxxx.xxx shall:
(a) Comply with all applicable laws and regulations;
(b) Not use the trademarks, trade names, service marks, logos of
Company except as expressly authorized by Company;
(c) Not crate, publish or distribute any written material that
makes reference to Company without first obtaining its
consent, which consent shall not unreasonably be withheld.
13. Company's Obligations.
In performing under this Agreement, Company shall:
(a) Comply with industry standards in providing the Services;
(b) Not use the trademarks, trade names, service marks, or logos
of x0xxxxxxx.xxx except as expressly authorized by
x0xxxxxxx.xxx;
(c) Not create, publish or distribute any written material that
makes reference to x0xxxxxxx.xxx without first obtaining its
consent, which consent shall not be unreasonably withheld.
14. Disclaimer of Warranty and Limitation of Damages and Liability.
x0xxxxxxx.xxx makes no express of implied warranties or representations
with respect to the services provided under this Agreement. Additionally,
x0xxxxxxx.xxx makes no representations that the operation of our web site or
services will be uninterrupted or error free and we will not be liable for the
consequences of any interruptions or errors. In no event shall x0xxxxxxx.xxx or
any of its agents, employees, officers or directors be liable for consequential,
incidental or special damages, including lost profits arising out of the
performance of this agreement.
15. Confidentiality.
Except as otherwise provided in this Agreement or with the consent of
the other party hereto, each of the parties hereto agrees that all information
including, without limitation, the terms of this Agreement, business and
financial information and pricing and sales information, shall remain strictly
confidential and secret and shall not be utilized, directly or indirectly, by
the other party for its own business purposes or for any other purpose except
and solely to the extent that any such information is generally known or
available to the public through a source or sources other than such party
hereto.
16. Indemnification.
B2bstores agrees to indemnify and hold harmless Company and its
directors, officers, employees, agents and shareholders against any loss,
liability, damage or expense that it may sustain by reason of the operation or
contents of x0xxxxxxx.xxx's web site and the Private Label Site to the extent
provided by x0xxxxxxx.xxx. Company agrees to indemnify and hold harmless
b2bstores and its directors, officers, employees, agents and shareholders
against any loss, liability, damage or expense that it may sustain by reason of
the operation or contents of Company's web site or the Private Label Site to the
extent provided by the Company.
17. Press Release
Company and x0xxxxxxx.xxx may opt to develop a mutually agreeable press
release announcing the execution of this Agreement.
18. Miscellaneous.
Survival of Obligations. The parties agree that the
obligations imposed by paragraphs 14, 156, 16 and 18 will survive the
termination of this Agreement.
Governing Law. This Agreement and the relationship between the
parties hereto will be governed by and construed in accordance with the laws of
the State of California.
Counterparts and Fax Signatures. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, including any duly executed facsimile or photocopy from
facsimile copies, but all of which shall constitute one and the same Agreement
which shall be binding upon all parties hereto not signatories to the same
counterpart.
WordCruncher Internet Technologies, Inc.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Date: 5/11/00
WordCruncher Internet Technologies, Inc.
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Date: 5/11/00
x0xxxxxxx.xxx (Agent)
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Date: May 9, 2000
x0xxxxxxx.xxx (Officer)
By: /s/ Xxxxxx Xxx
-------------------------------
Name: Xxxxxx Xxx - CEO
Date: May 9, 2000
Exhibit A
STATEMENT OF WORK
1. Private Label Site Features
The Private Label site shall include branding elements of only Company.
The Private Label site will be built with Company's present day look and feel.
x0xxxxxxx.xxx will make reasonable efforts to update the site if Company changes
their look and feel at some point in the future, but reserves the right to
charge Company for the required update, and are not responsible if x0xxxxxxx.xxx
chooses not to rebuild the site unless an amount is agreed upon that is
acceptable and in relation to the market value and rate of such services.
2. Private Label Products
The parties agree to work cooperatively to create the most appropriate
Private Label offering(s) for Company's users. Subject to Company's reasonable
approval, the Private Label Site can include any combination of the following
product offerings:
a) Computer Peripherals
b) Computer Supplies
c) Desktop Computers
d) Food Service
e) Furniture & Accessories
f) Health and Safety
g) Janitorial Supplies
h) Maintenance Equipment
i) Network and Data Communication
j) Notebook Computers
k) Office Supplies
l) Organizational Planning
m) Restroom Supplies
n) Security
o) Servers
p) Telephone Accessories
q) Flowers
r) Books
3. x0xxxxxxx.xxx Promotion
x0xxxxxxx.xxx shall not be responsible for promoting the Private Label
Site, but shall have the option of participating in promotional programs and
opportunities with Company from time to time. X0xxxxxxx.xxx will have approval
over the use of its logo, trademarks, and positioning statements when referred
to in any and all promotional, public relation or advertising items.
4. Traffic Counts
Company and x0xxxxxxx.xxx agree to each report traffic counts and
transactions on a monthly basis. Both parties agree to a review in 90 days.
Company agrees to fully disclose completed transactions and attendant
fees in order to determine the benefits of this collaboration.
