EXHIBIT 10.5 Letters of Intent from Suppliers
XXXXXXXXXXXXX.XXX SUPPLIER ANDDISTRIBUTION AGREEMENT
This AGREEMENT, effective this ____day of _____________, _______, is among and
between xXxxxXxXxxxxx.xxx, Inc., A Nevada Corporation, having a place of
fussiness at 000 Xxxxxxx Xxxxxx, Xxxxxx Xxxx XX 00000 (Herein "iShop") and
________________________________(Herein "Supplier"), a ___________corporation,
having a place of business at ____________________________.
The MASTER TERMS AND CONDITIONS shall govern the terms and conditions of the
Agreement, as specified in Exhibit A.
1. GRANT OF RIGHTS. Subject to the terms hereof, iShop grants Supplier a
nonexclusive, nontransferable, nonassignable limited right and license solely
to offer certain database(s) of products on iShop's website. The license
granted hereunder is expressly subject to Supplier's compliance with the
technical and operating procedures as delineated in Exhibit A. All rights,
licenses and remedies not expressly granted herein are reserved to iShop.
2. SUPPLIER'S OBLIGATIONS.
2.1 CONTENT. Supplier shall be soley responsible for the accuracy and
authenticity of all products information the supplier offered on iShop's
website, and Supplier shall be bound by the guidelines and procedures set
forth in Exhibit A.
2.2 PRICE. The Supplier shall offer to iShop its products as reflected in
Supplier's database at the true wholesale price.
2.3 SHIPMENT. Supplier shall ship products in a timely manner as set forth in
Exhibit A.
2.4 WARRANTY. Supplier represents and warrants for a minimum of thirty (30)
days upon receipt of any of its product by buyer that the performance,
reliability and quality of any of Supplier's products shall be free of any
defect of any kind except for normal use, wear and tear.
3. ISHOP'S OBLIGATIONS. Buyers shall submit payment for orders directly to
iShop, and iShop shall pay Supplier in accordance with the payment procedures
set forth in Exhibit A.
4. FEES AND PAYMENTS.
4.1 PAYMENTS. Once iShop has received full payment from a buyer who has
ordered a product from Supplier through the iShop website iShop shall pay
Supplier 30 days after shipment.
4.2 EXPENSES. iShop shall be responsible for all costs and expenses relating
to the technical operation of the iShop database offered through its website
and Supplier shall have access to the website for no charge unless otherwise
expressly set forth in this Agreement or as set6 forth in Exhibit A.
4.3 TAXES. All amounts are net and iShop is responsible for all taxes,
duties, levies and similar assessments, including withholding taxes, value
added taxes and other government assessed fees and payments, however
designated, required or levied.
5. INDEMNITY BY SUPPLIER. S SPPLIER AT ALL TIMES WILL INDEMNIFY AND HOLD
HARMLESS IsHOP FORM ANY CLAIM IsHOP MAY INCUR ARISING FROM OR AS A RESULT
OF: I) THE SERVICES PROVIDED BY supplier hereunder, ii) Supplier's breach
of any representation hereunder, iii) any of Supplier's employees, agents
or independent contractors hereunder and as further specified in Exhibit A.
6. LIMITATION OF LIABILITY. iShop shall not be held lible to Supplier for any
damages arising from this Agreement as delineated in Exhibit A.
7. DURTATION AND TERMINATION. The term and termination of this Agreement and
the license granted hereunder shall be governed as specified in Exhibit A.
8. CHOICE OF LAW. The construction, interpretation and performance of this
Agreement shall be governed by the substantive law of the State of New York.
9. AMENDMENT. This is the entire agreement between the parties with the
respect to the services provided hereunder and its supersedes all prior
agreements, proposals, statements, representations, or understanding, whether
oral or written, concerning such services.
10. SURVAVAL. Section 6 of this Agreement shall survive the expiration or
termination of the term of this Agreement.
IN WHITNESS WHEREOF, the parties hereby execute this Agreement as this ____
day of _____________, 2000.
Accepted by:
xXxxxXxXxxxxx.xxx Supplier:
By:________________________ By:_____________________
Name: Xxxx Xxxxxx Name:___________________
Title: Vice President of Merchant Partners Title: _________________
Exhibit A
XXXXXXXXXXXXX.XXX SUPPLIER AND DISTRIBUTION AGREEMENT
MASTER TERMS AND CONDITIONS
The MASTER TERMS AND CONDITIONS, as specified herein, shall govern the terms
and conditions of any and all Supply and Distribution Agreements as between
xXxxxXxXxxxxx.xxx, Inc. (Herein, "iShop") and its Suppliers.
1. GRANT OF RIGHTS. The license granted hereunder is expressly subject to
Supplier's compliance with the technical procedures provided by iShop from time
to time. All rights, licenses and remedies not expressly granted herein are
reserved to iShop. Supplier shall have access to the website for no additional
charge solely to add product information, including product descriptions,
pricing and shipping information and all related data onto the website
2. SUPPLIER'S OBLiGATIONS.
2.1 CONTENT. Supplier shall provide iShop with written substantiation for
all information, including all claims, promises, warranties, guarantees,
endorsements, and other representations available to the consumer from the
Suppler. At its expense, Supplier shall use its own personnel or authorized
representatives to forward product content iShop incurs the cost of loading
product content received froth Supplier. Supplier shall promptly update and
correct the content as necessary to maintain the accuracy thereof and/or as
reasonably required by iShop pursuant to legal mandate or otherwise. iShop
shall have complete and total authority, without penalty, liability or
other obligation to Supplier to correct or remove any and all content from the
Website if in iSbop's sole opinion, such content violates :
any local, state, federal, or international law, rule or regulation.
22 SHIPMENT. Without limiting the generality of the foregoing i) Supplier
shall ship products when iShop notifies Supplier of receipt of confirmation of
credit card charge authorization or payment, whichever occurs first but no
later than the date set in the product order information for the particular
product(s) involved; ii) Supplier shall be responsible for all costs of
filling orders and shipping products, as specified In Section 43 but shall
be reimbursed by iShop for actual shipping costs, as specified In Section 3,
and iii) Supplier shall promptly notify iShop and all affected consumers of
any product shipment delays or cancellations, and allow buyers the option to
cancel any delayed order without penalty. Supplier shall immediately refund
iShop the U~ue wholesale cost as indicated for returned orders.
3. ISHOP'S OBLIGATIONS. Buyers shall submit payment for orders. directly to
iShop. iShop shall reimburse Supplier for the true wholesale cost as
indicated. iShop shall charge buyers for all shipping and handling costs of
products ordered. iSbop shall reimburse Supplier for the actual shipping and
handling costs borne by Supplier unless supplier states that the shipping and
handling charge is included in the price. iSbop shall have no responsibility
or liability to collect or pay Supplier thy amount for products shipped prior
to Supplier's receipt of iShop s authorization to ship.
4. FEES AND PAYMENTS.
4.1 PAYMENTS. Upon receipt of full payment from a buyer who has ordered a
product from Supplier through tbe iShop website, iShop shall pay Supplier
30 days after shipment
4.2 REFUNDS. iShop shall be entitled to a refund from Supplier in the form
of a check within 30 days for the full price as ordered by the: buyer in the
event Supplier fails to comply with its obligations hereunder; or in the event
the purchaser returns the purchased product. Supplier shall be liable for all
costs related to the collection of any refund owed to iSbop, including, but
not limited to, all reasonable attorney fees.
4.3 EXPENSES. iShop shall be responsible for all costs and expenses relating
to the internal operation of providing a database through its website
development and maintenance costs, billing, and back-end services unless
otherwise expressly set forth in this Agreement Supplier shall reimburse iShop
for all additional services and other expenses incurred by iShop due directly
or indirectly to Supplier's. failure to comply with the terms hereof Supplier
shall pay all shipping, handling and insurance costs, but Supplier shall be
reimbursed by iShop for actual shipping costs as specified In Section 3. All
other costs or expenses incurred by Supplier in connection with this Agreement
arc its sole responsibility, incurred at its own risk and with its own
independent business judgment that such costs and expenses are appropriate.
4.4 TAXES. All amounts are net of and iShop is responsible for all taxes,
duties, levies and similar assessments, including withholding taxes, value
added taxes and other government assessed fees and payments, however
designated or levied.
5. RIGHTS IN TANGIBLE AND INTELLECTUAL PROPERTY. iShop shall be the sole
owner of the iShop database, updates of the same and all supporting materials
belonging to iShop, including but not limited to any and all copies thereof;
and all patents, trademarks, copyrights, trade secrets and other intellectual
property rights associated therewith.
6. CONFIDENTIALITY.
6.1 CONFIDENTIALITY INFORMATION. The Supplier acknowledges that by reason of
its relationship to iShop, the Supplier will have access to certain
information and materials, including the terms of this Agreement, concerning
iShop business, plans, technology, products and services that are.
confidential and of substantial value to iShop, which value would be
impaired if such information were disclosed to third parties ("Confidential
information"). The Supplier agrees that it shall not use in any way for its
own account or the account of any third party, nor disclose to any third
party, any such confidential information revealed to it by iShop. The Supplier
shall Lake every reasonable precaution to protect the confidentiality of
confidential information. The Supplier shall not publish any technical
description of iShop's confidential information beyond any deceptions published
by iShop. In the event of expiration or termination of this Agreement, there
shall be no use or disclosure by the Supplier of any Confidential Information of
iShop, and the Supplier shall not develop any software, devices, components or
assemblies utilizing the iShop's Intellectual Property.
6.2 EXCLUSIONS. Confidential information does not include any information
that the Supplier can demonstrate by written records that arc: (a) known to
the Supplier prior to its disclosure hereunder by the iShop; (b) independently
developed by the Supplier; (c) publicly known through no wrongful act of the
Supplier; (d) rightfully received from a third party whom Supplier has
reasonable grounds to believe is authorized to make such disclosure without
restriction; (e) approved for public release by iShop's prior written
authorization; or (1) produced or disclosed pursuant to applicable law,
regulation or court order, provided that the Supplier provides prompt advance
notice thereof to enable iShop to seek a protective order or otherwise prevent
such disclosure. In addition, iShop and Supplier may disclose the existence
and terms of this Agreement in connection with a potential acquisition of
substantially the entire business of iSbop or Supplicr or a private or public
offering of iShop's or Supplier's securities, and each party may also disclose
the terms of this agreement to its counsel, accountants, directors and agents
in accordance with the terms of this Section 7.
7. WARRANTY. iShop represents and, warrants that: (i) iShop owns all right,
title and interest in and to the database; (ii) the use of the database as
contemplated hereunder does not violate or infringe upon any United States
copyright or other intellectual property rights of any third party; and (iii)
iShop has the right, power and authority to grant the rights specified in this
Agreement
8. INDEMNITY BY SUPPLIER. Suppler at all tunes will indemnify and hold
harmless iShop from any and all loss, claim, damage, liability or other
expense (including reasonable attorney's fees) that iShop or any of its
respective employees, agents or independent contractors may incur from a claim
.against them by any person, firm, corporation or other entity for libel,
slander, infringement of patent, copyright or trademark or violation of
privacy, product defect: or any other rights arising from or as a result of:
i) the services provided by Supplier hereunder, or ii) by reason of Supplier a
breach of any representation hereunder, or iii) by any of Supplier's
employees, agents or independent contractors hereunder.
9. LIMITATION OF LIABILITY AND DISCLAIMER.
9.1 LIMITATION OF LIABILITY. In no event shall iShop be liable to supplier
or any other entity for any special, consequential, incidental or indirect,
damages arising from this agreement, the design, content, operation or use of
the database; or for any errors or omissions contained therein, regardless of
the cause, the circumstances, or the form of the action. Neither shall iShop
be liable to supplier nor any other party for any damages arising from third
party unauthorized access to the database.
9.2 DISCLAIMER. Except as expressly provided herein, the iShop database is
provided for suppliers to offer certain products on the iShop website during
the term of this agreement "as is." iShop makes no other warranties of any
kind, express or plied, statutory or otherwise: regarding the iShop database
or iShop's services hereunder, and iShop specifically disclaims any implied
warranties of non-infringement, merchantability or fitness for a particular
purpose. iShop does not warrant that the operation of the database or hosting
environment will be uninterrupted or error-free. Furthermore, iShop does not
make any representations regarding the use or the results of the use of the
iShop database in terms of their correctness, accuracy, reliability or
otherwise.
10. TERM AND TERMINATION. The term of this Agreement and the licenses
granted hereunder shall commence on the Agreement Date specified in the
rendered and executed Agreement. This Agreement can be terminated by iShop or
the Supplier with fifteen (15) days written notice via certified mail.
11. WAIVER AND AMENDMENT. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless,~ in writing and signed
by the party to be charged. No failure or delay by either party in exercising
any right, power, or remedy under this Agreement shall operate as a waiver of
any such right, power or remedy.
12. ASSIGNMENT Without Supplier's consent, iShop may assign its right to
receive payments from buyers hereunder and may assign this Agreement to an
affiliate or subsidiary of the Company.
By initialing here, I affirm that I have read all of the information listed
above (Please Initial)
(Supplier)
