Exhibit 10.1
PARTICIPATION AGREEMENT
Agreement made and entered into this__ day of ____________, 2000 by and
between xXxxxxxxxx.xxx Corp. having an address of 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 (hereafter referred to as "eCheapcard") and ______________,
having an address of ____________________________________, (herein after
referred to as "Participant"),
1. The terms and conditions of this Agreement are printed on the reverse
side of this page and are incorporated herein.
2. Discount Programs:
a. Participant agrees to provide eCheapcard's Members with the Core
Discount Program or the Custom Program, as agreed to by Participant and set
forth below.
b. Core Discount Program: Participant agrees to honor the Core Discount
Program set forth in the Addendum when included in eCheapcard's printed business
publications and/or in an on-line/interactive or electronic medium.
c. Custom Discount Program: Participant agrees to honor the Custom
Discount Program set forth in the Addendum when included in eCheapcard's printed
business publications and/or in an on-line/interactive or electronic medium.
Core Discount Program
Item or Service Part Number Discount [%]
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Custom Discount Program Item or Service
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
The individual signing represents and warrants that he/she has obtained
all necessary authorization to enter into this Agreement on behalf of
Participant and has authority to bind Participant to the term and conditions set
forth herein.
By: ______________________________ By: _____________________________________
xXxxxxxxxx.xxx Participant Authorized Representative
Title: _______________________ Title: ______________________________
Date: ________________________ Date: _______________________________
Additional Terms
1. Certain terms used in this Agreement are defined as follows:
a. "Member" shall mean any individual, corporation, partnership, joint
venture, or other entity whether private or public, that fulfills the membership
requirements established by eCheapcard. The term "Group Member" shall mean any
Member that is an affiliated group having ten or more individuals.
b. "Notice" shall mean a written communication sent by one party to this
Agreement to the other at the address given above unless otherwise specified
herein.
c. "Discount Program" shall mean benefits offered Members in the form of a
reduction in Participant's retail pricing for goods or services made available
to eCheapcard's Members including group Members.
2. Term: The Initial Term of the Agreement shall be six (6) months from
the date set forth above and shall continue thereafter unless and until either
Party provides a written Termination Notice sent certified mail to the other
Party.
3. eCheapcard's Freedom to Publish: eCheapcard reserves the right to
include or not include Participant's Discount Program in any one or more of
eCheapcard's publications in any given year and shall have no liability for
failure to include Participant's Discount Program in any of its publications.
eCheapcard will determine the placement, the language and descriptive copy of
Participant's Discount Program. Participant authorizes eCheapcard's use of its
logo, trademark, service xxxx, photographs, etc. Participant represents and
warrants that it has the right to authorize such use.
4. Participant's Obligations: Participant, its successors and assigns
agree(s) to honor all Discount Programs published prior to expiration of the
Full Term of this Agreement. Participant further agrees to be courteous to all
Members, to follow all eCheapcard rules, and to treat Members the same as other
customers.
5. Remedies: Participant understands that failure to honor Discount
Programs properly presented at all times during Participant's normal business
hours could cause irreparable harm to eCheapcard. Participant therefore agrees
that eCheapcard shall have the right to seek injunctive relief, including
specific performance, and eCheapcard shall be entitled to receive reasonable
attorney's fees in the event of any breach by Participant. Further, Participant
agrees to hold harmless and indemnify eCheapcard from and against any losses,
claims, liability, cost, or expenses arising out of or relating to the sale of
any of Participant's goods or services, the breach of any representation or
warranty of Participant, or the default in performance of any term or covenant
to be performed by Participant.
6. Continuation of Agreement: If, during the Term of this Agreement,
Participant sells its business or substantially all of its assets, Participant
covenants it will send Notice to eCheapcard by certified mail prior to the sale,
and will require the purchaser to honor Discount Programs in accordance with the
terms of this Agreement.
8. Changes: Participant agrees to the obligations contained in the reverse
side of this Agreement which are made a part hereof and attached hereto.
Modification to this Agreement or the Discount Program can only be made in
writing. The Agreement governs only the eCheapcard Discount Programs and shall
not affect any other Agreement that may exist between the parties. No
representations of any kind or nature have been made by either party hereto to
the other except those expressly set forth in this Agreement.
