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EXHIBIT 10.10
xxxxxx.xxx
This (this "Agreement") is entered into as of May 8,
1998 between xxxxxx.xxx, a California corporation (the "Company"), and Venture
Law Group, A Professional Corporation ("Sponsor").
The Company is in the process of establishing an Internet-based service
for matching pre-screened "seed stage" technology startup investment
opportunities with high quality, pre-screened angel, corporate and venture
capital investors. Sponsor is a law firm which represents, among other clients,
venture capital firms and technology companies. Sponsor desires to have its
name and services prominently featured on the Company's Website for viewing by
entrepreneurs and investors, on the terms and conditions set forth below.
1. The Company. The Company will promptly establish and operate an
Internet-based service for matching pre-screened "seed stage" technology
startup opportunities with high quality, pre-screened angel, corporate and
venture capital investors ("On-Line Matchmaking"). During the term of this
Agreement, the Company shall focus its activities on On-Line Matchmaking,
obtaining related advertising, and organizing and conducting related seminars
and events.
2. Sponsorship and Promotional Activities.
2.1 Sponsorship of the Company.
(a) The Company shall have not more than one "founding sponsor"
in each service area related to technology start up companies (banking, law,
venture capital, accounting, investment banking, real estate brokerage,
headhunting, etc.). Sponsor shall be the sole "founding sponsor" of the Company
in the law area. As such, Sponsor shall be the most prominently featured law
firm on the Company's public World Wide Web site, currently located at
http//xxx.xxxxxx.xxx (the "Site"), and in marketing, advertising and
promotional materials ("Marketing Materials") distributed by or for the
Company, and shall be the sole contributor of content in content forums and
expert columns on the public and private portions of the Site relating to legal
issues. The Company shall prominently feature Sponsor's banners, hyperlinks,
advertising materials and content on the Site, including in both the public and
private portions of the Site as prominently as all other "founding sponsors" of
the Company and shall identify and feature Sponsor in the Company's Marketing
Materials as prominently as all other "founding sponsors" of the Company. By
way of example, the Company shall prominently feature Sponsor's content-based
legal forum in the public and private portions of the Site, together with
Sponsor's designated banners and hyperlinks, and shall prominently identify
Sponsor as one of the Company's select and exclusive "founding sponsors".
Sponsor shall have the right to review and approve all content and material
referencing Sponsor on the site or in the Company's Marketing Materials,
provided that the Company shall retain sole editorial control over issues
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such placement, size and other elements of presentation on the Site. For
purposes of this Section 1, (i) a "founding sponsor" means Sponsor, Silicon
Valley Bank, Coopers & Xxxxxxx, Advanced Technology Ventures and other entities
who enter into agreements to become "founding sponsors" of the Company on terms
and conditions satisfactory to the Company's Board of Directors; and (ii) "law
firm" means an entity whose primary business is the provision of legal services.
(b) Nothing in Section 2.1(a) shall limit the Company's right
(i) to run banner or other forms of advertisements on the Site or in the
Company's Marketing Materials for law firms other than Sponsor; (ii) to feature
law firms other than Sponsor on the Site (including maintaining hyperlinks to
such firms' World Wide Web sites) or in the Company's Marketing Materials or to
accept other law firms as "sponsors" of the Company as long as all of the
requirements of "most prominent" featuring of Sponsor in Section 2.1(a) above
are followed, including, but not limited to, the requirement that Sponsor will
be the "most prominently" featured law firm on the Site and in the Company's
Marketing Materials, that the Sponsor will be the only law firm to host and
contribute content forums and expert columns on the Site, and that the Sponsor
will be the only law firm which provides content on the Site; or (iii) to have
other law firms represent the Company in corporate and other legal matters.
(c) Sponsor shall not sponsor or promote (in a manner similar to
this Agreement) or invest in any other service (or person or entity providing
such service) which seeks to match investment opportunities in technology
startup companies with investors in a manner with the Company. The Company
shall be the only such service featured on Sponsor's Website and in its
promotional or marketing materials and advertisements. Notwithstanding the
above, Sponsor shall have the right (i) to place advertisements with any such
competing service and have a link on such competing service's Website to
Sponsor's Website, and (ii) to refer persons to other such competing services
in addition to and as an alternative to the Company.
2.2 PROMOTION OF THE SITE AND COMPANY SERVICES. Sponsor shall use
reasonable efforts to promote the Site and the Company's services on its
Website and in its Marketing Materials. The exact nature and extent of such
promotion shall be left in the control and discretion of Sponsor. Sponsor shall
encourage its employees and directors to make known is sponsorship of the
Company to clients and potential clients needing "seed stage" investment.
3. NOTICE OF INVESTMENT OPPORTUNITIES. The Company shall provide Sponsor
with advance (generally three business days) notice of investment opportunities
in the Company's clients prior to the posting of such opportunities on the Site
in accordance with procedures applicable to all "founding sponsors", employees,
directors and advisors of the Company adopted from time to time by the
Company's Board of Directors.
4. LICENSES. The Company and Sponsor each grants to the other party a
nonexclusive, worldwide, royalty-free license, with no right to sublicense, to
use, reproduce and distribute, in print, on-line and such other media as the
parties may agree from time to time, such party's name, logo and other
trademarks and servicemarks used with respect to such party's
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products and services for the sole purpose of fulfilling the parties'
respective obligations under this Agreement. Any such use shall be in
accordance with the guidelines established by the licensing party, as in effect
from time to time.
5. SPONSORSHIP FEE. There shall be no separate sponsorship fee payable
under this Agreement. The consideration for this sponsorship is Sponsor's role
in founding the Company, arranging for the other initial sponsors and providing
significant uncompensated legal services in the organization of the Company.
6. TERM. This Agreement shall have a term of three years beginning with
the date of this Agreement and shall be automatically renewed for additional
one year periods unless either party notifies the other of its desire not to
renew this Agreement at lease ninety days prior to its expiration. Following
termination of this Agreement by the Company (other than pursuant to the last
sentence of this Section 6) and prior to entering into any agreement for a
"founding sponsorship" with a law firm other than Sponsor, the Company shall
first provide Sponsor with the opportunity, for thirty (30) days, to renew this
Agreement on terms and conditions no less favorable, in the aggregate, than
such proposed agreement in order to permit Sponsor to maintain its status as
the "law firm founding sponsor". Sponsor's right of first refusal described in
the preceding sentence shall terminate at such time as the Company, after
complying with the preceding sentence, enters into an agreement for a "founding
sponsorship" with a law firm other than Sponsor. Notwithstanding any of the
foregoing, either party may terminate this Agreement at any time thirty days
after written notice to the other party of such other party's breach of any of
its obligations under this Agreement in any material respect, which breach is
not remedied within such thirty day period.
7. GENERAL PROVISIONS.
7.1 ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties with respect to Sponsor's sponsorship of the Company.
7.2 AMENDMENT AND WAIVER. No amendment to, or waiver of, any
provision of this Agreement shall be effective unless in writing and signed by
both parties.
7.3 GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California without
regard to the conflicts of laws principles thereof.
7.4 SUCCESSORS AND ASSIGNS. Neither party shall assign its rights or
obligations under this Agreement without the prior written consent of the other
party, except in connection with the merger, sale of assets or other form of
transfer of the business of a party to a third party. All terms and provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted transferees, successors and assigns.
7.5 PREVAILING PARTY. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be
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entitled reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
7.6 ARBITRATION. Any dispute between the parties arising out of or
in connection with this Agreement shall be referred for settlement to
arbitration in Santa Xxxxx County, California in accordance with the Commercial
Rules of the American Arbitration Association. The award shall be final and
binding upon the parties and judgment of such award may be entered in any court
or tribunal having jurisdiction.
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The parties have executed this as of the date first
above written.
COMPANY: SPONSOR:
xxxxxx.xxx VENTURE LAW GROUP,
A PROFESSIONAL CORPORATION
By: /s/ XXX XXXXXXXX By: /s/ XXXXX X. XXXXXXX
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Xxx Xxxxxxxx, Chairman and CEO
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