SALES REPRESENTATIVE AGREEMENT
(Integrated Sponsorships)
THIS SALES REPRESENTATIVE AGREEMENT (the "Agreement") is made and
entered into this the 1st day of April, 2000 by and between xXxxxxxxx.xxx, Inc.,
a Delaware corporation (the "Company"), and JVWeb, Inc., a Delaware corporation
(the "Representative").
RECITALS:
WHEREAS, among other things, the Company operates the xXxxxxxxx.xxx
site (the "Web Site") on the World Wide Web (the "Web");
WHEREAS, the Company desires to secure the services of a sales
representative to negotiate, for and on behalf of Company, in the territory
described on Schedule I hereto (the "Territory"), the sale of "Integrated
Sponsorships" (as defined below) to be featured on the Web Site, either alone or
in conjunction with any other site comprising part of the Representative's
family of sites on the Web; and
WHEREAS, the Representative is willing to become a sales representative
for the Company with respect to the sale of Integrated Sponsorships in the
Territory, pursuant to the terms, provisions and conditions hereof;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, $10.00, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged by each party hereto, the parties hereto agree as follows:
AGREEMENTS:
1. The Company's Obligations. Subject to the terms, provisions
and conditions of this Agreement, the Company hereby
appoints the Representative as its exclusive sales
representative with respect to sales of Integrated
Sponsorships in the Territory. For purposes of this Agreement,
"Integrated Sponsorships" shall include any and all of the
following:
(a) Banner advertisements on the Web Site, either alone or in
conjunction with any other site comprising part
of the Representative's family of sites on the Web;
(b) Advertisements on any live or recorded program broadcasted
(singly, a "Broadcasted Program" and plurally, the
"Broadcasted Programs") by the Company either on radio, the
Web, television or video;
(c) Privileges extended to approved advertisers to have their
representatives serve as co-hosts or guests on
one or more Broadcasted Programs;
(d) Access extended to approved advertisers, for such advertisers'
promotional purposes, to unmodified versions of archived
Broadcasted Programs on which their representatives served as
co-hosts or guests;
(e) Rights extended to advertisers to modify (subject to the right
of the Company to approve in writing the proposed
modifications in its sole discretion) and use versions of
archived Broadcasted Programs on which their representatives
served as co-hosts or guests, in connection with such
advertisers' production of their own programs to be presented
on their own Web sites;
(f) Rights extended to advertisers to modify (subject to the right
of the Company to approve in writing the proposed
modifications in its sole discretion) and use versions of
archived Broadcasted Programs on which their representatives
did not serve as co-hosts or guests, in connection with such
advertisers' production of their own programs to be presented
on their own Web sites;
(g) Rights extended to advertisers, in connection with the launch
or promotion of one or more new or existing products of such
advertiser, to feature such product or products on one or more
Broadcasted Programs and have representatives present in
connection therewith and otherwise to promote such products on
the Web Site, either alone or in conjunction with any other
site comprising part of the Representative's family of sites
on the Web;
(h) Any other matter that the Company and Representative shall
agree in writing constitutes an "Integrated
Sponsorship"; and
(i) Any combination of any of the matters described in any of (a),
(b), (c), (d), (e), (f), (g) or (h) of this Section 1
("Integrated Sponsorship" does not include Click Through or
Affiliated Revenue programs of any affiliate of the
Representative, and all Click Through or Affiliated Revenue of
the Company shall be the exclusive property and revenue of the
Company). All Broadcasted Programs shall remain the exclusive
property of the Company unless the Company agrees otherwise in
writing.
Consistent with the preceding appointment, the Company shall pay to the
Representative the commissions provided for by Section 3 hereof for any sale of
Integrated Sponsorships made by another outside salesperson in the Territory.
Further, during the term of this Agreement, the Company agrees that it shall
enter into no agreement similar to this Agreement with any person other than the
Representative with respect to sales of Integrated Sponsorships in the
Territory. Notwithstanding the preceding, the Company shall be permitted to make
sales of Integrated Sponsorships in the Territory through salespersons who are
employees of the Company. The Territory may be expanded or contracted as agreed
upon in writing by the Company and the Representative. The Company shall assist
the Representative in the Representative's sales efforts and keep the
Representative fully informed on all of its policies and programs regarding the
sale of Integrated Sponsorships.
2. The Representative's Obligations.
--------------------------------
(a) Subject to the terms, provisions and conditions of this
Agreement, the Representative hereby agrees to act as the exclusive sales
representative for the Company with respect to sales of Integrated Sponsorships
in the Territory.
(b) In connection with the Representative's appointment, the
Representative shall conduct sales negotiations on behalf of the Company
regarding the sale of Integrated Sponsorships in the Territory in accordance
with such prices, terms and conditions as shall be mutually agreed upon and set
forth in a signed written document by the Company and the Representative. The
initial prices, terms and conditions agreed upon by the Representative and the
Company are set forth on Schedule II hereto. The Representative's active
promotion of Integrated Sponsorships is to include, but not be limited to,
calling upon advertisers and potential advertisers and responding promptly to
inquiries of such advertisers, as well as following generally accepted practices
of progressive sales management. The Representative shall not be obligated to
devote all of the Representative's business time, attention and energies to the
sale of Integrated Sponsorships on behalf of the Company, and the Representative
may sell Integrated Sponsorships for persons other than the Company, provided
that such other persons are not in direct competition with the Company.
(c) All orders for Integrated Sponsorships must be on the
Purchase Agreement and Authorization Form upon which the Company and the
Representative have agreed in writing, and all such forms for an order must be
completed and feature all required information. The initial and all subsequent
Purchase Agreement and Authorization Forms agreed upon by the Representative and
the Company shall be attached hereto as Schedule III. No party hereto shall have
any obligation until the initial Purchase Agreement and Authorization Form has
been agreed upon and has been attached hereto as Schedule III. The
Representative shall have the authority to enter into a Purchase Agreement and
Authorization in the form agreed upon (containing terms, provisions and
conditions agreed upon by the Representative and the Company in writing) with an
advertiser on behalf of the Company. All orders for Integrated Sponsorships
taken from advertisers by the Representative, not in accordance with the terms,
provisions, conditions set forth in the Purchase Agreement and Authorization
Form attached hereto as Schedule III shall be deemed a "Special Order" and shall
be subject to the Company's prior written confirmation. All Special Orders may
be rejected for any reason whatsoever deemed reasonable in the Company's sole
judgment, and the Representative shall not obligate or commit the Company to any
Special Order without the Company's direct written authorization and direction.
(d) The Representative shall have the right to determine the
credit worthiness of an advertiser. The Representative and the Company shall
assist in efforts to effect the prompt and full payment by advertisers for all
Integrated Sponsorships sold pursuant to the Representative's efforts hereunder.
(e) All orders are subject to the ability of the Company to
feature the related Integrated Sponsorship on the Web Site, and the Company
shall not be liable to the Representative or any other person for any damages or
losses sustained or incurred by the Representative or such other person due to
the inability of the Company to feature the related Integrated Sponsorship on
the Web Site unless such damages or losses are caused by the gross negligence or
willful misconduct on the part of the Company. The Company shall be not liable
to the Representative or any other person for damages or losses that result from
causes beyond the reasonable control of the Company, such as acts of God, civil
disobedience and war.
(f) The Representative shall be responsible for all costs and
expenses incurred by the Representative, its employees, agents and
subcontractors in connection with this Agreement, including, but not limited to,
travel, entertainment, salaries, taxes and commissions.
3. Commissions.
-----------
(a) In consideration of the services to be provided by the
Representative to the Company hereunder, the Company agrees to pay to the
Representative a commission for all Integrated Sponsorships sold and collected
in the Territory. The commissions that shall become due hereunder shall be a
percentage of the aggregate collected monthly sales revenues of Integrated
Sponsorships sold in the Territory, net of any agreed chargebacks, returns, cash
discounts or promotional rebates, and shall be computed in the manner set forth
on Schedule IV hereto. The Representative shall be entitled to a commission with
respect to revenues from an Integrated Sponsorship sold in the Territory only
when no third party has any direct recourse against the Company with respect to
such revenues. The Company hereby acknowledges that the Representative has sold
Integrated Sponsorships in the Territory prior to the date of this Agreement and
that the Representative shall be entitled to a commission (in accordance with
the terms of this Agreement) with respect to each such Integrated Sponsorship
sold.
(b) The Representative shall be entitled to commissions
computed in accordance with Section 3(a) with respect to each Integrated
Sponsorship sold in the Territory prior to the date of termination. These
commissions shall continue for the earlier to occur of the end of six months
after the date of the termination of this Agreement or the end of the agreement
regarding such Integrated Sponsorship. After that period of time, the
Representative shall no longer be entitled to any commissions with respect to
the related Integrated Sponsorship sold in the Territory prior to the date of
termination.
(c) Not later than ten (10) days after the date of the
termination of this Agreement in accordance with Section 4 or Section 5 hereof,
the Representative may deliver to the Company a final and complete written list
of prospects with respect to which the Representative considers that its work
warrants the Representative's receiving a commission. The list shall contain the
Representative's activities in connection with such prospects, and the names and
titles of contacted customer personnel. If such a list is not timely delivered
by the Representative to the Company, no commissions or other monies on
Integrated Sponsorships sold in the Territory after termination of this
Agreement shall be paid to the Representative. Within ten (10) days after
receipt of such a list, the Company agrees to send to the Representative a
written confirmation of all of the prospects, if any, listed by the
Representative with respect to which, in the Company's reasonable opinion and
judgment, the work done by the Representative prior to the termination of this
Agreement warrants the payment of a commission to the Representative. If, within
90 days after the date of termination of this Agreement, an order for an
Integrated Sponsorship is received and accepted by the Company or any of its
employees, representatives or agents from any of the prospects confirmed by the
Company, the Company shall pay to the Representative, for six months thereafter,
the full amount of the commissions that would have been payable to the
Representative with respect to such Integrated Sponsorship if the order had been
received and accepted prior to the termination of this Agreement. After such
six-month period, the Representative shall no longer be entitled to any
commissions with respect to the related Integrated Sponsorship.
(d) The Representative shall establish a separate bank account
(the "Account") for purposes of collecting amounts owed by advertisers who
purchased an Integrated Sponsorship in the Territory with respect to which the
Representative is entitled to a commission hereunder. The Representative shall
cause to be deposited or credited to the Account all amounts received from or
paid by such advertisers. Within seven days after the end of each month during
the term of this Agreement, the Representative shall determine the amount of its
commission for the revenues deposited into the Account through the end of such
month with respect to which a commission has not previously been paid.
Thereafter, the Representative shall be permitted to withdraw from the Account
the amount of its commission so determined, and the Representative shall be
obligated to remit to the Company the net amount left in the Account. The
Representative agrees to provide to the Company copies of all bank statements
respecting the Account promptly after the receipt thereof by the Representative.
The Representative agrees to provide to the Company copies of all deposit slips
and payments by advertisers and other items possessed by the Representative
respecting the Account. The Representative shall maintain the Account for so
long as it may be entitled to commissions pursuant to this Agreement. After such
time and after the Representative has withdrawn the amount of all commissions to
which it is entitled pursuant to this Agreement, the Representative shall be
obligated to remit to the Company the amount left in the Account, and the
Account shall thereafter be finally closed. After such event, the Representative
shall be entitled to no further commissions with respect to this Agreement.
4. Term. The initial term of this Agreement shall begin on the date
hereof and shall continue for six months thereafter, unless this Agreement is
terminated earlier in accordance with the provisions of Section 5 below. If this
Agreement is not terminated in accordance with the provisions of Section 5
below, it shall renew itself for an unlimited number of successive six-month
renewal terms unless (i) either the Company or the Representative gives, at
least thirty (30) days prior to the end of the initial term or the end of any
renewal term, notice to the other of the notifying party's desire that this
Agreement terminate at the end of the initial term or the end of the renewal
term (as the case may be), or (ii) this Agreement is terminated earlier in
accordance with the provisions of Section 5 below.
5. Termination.
-----------
(a) Upon the occurrence of any of the events listed below in this
Section 5(a), this Agreement may be terminated, by the party not involved in the
event, upon the uninvolved party's giving 30 days written notice to the involved
party;
(i) If either party shall have been adjudged bankrupt or
insolvent under the United States Bankruptcy
Code;
(ii) If either party shall have filed a petition of
bankruptcy or reorganization;
(iii) If either party has an involuntary proceeding filed
against it under the United States Bankruptcy Code,
unless such proceeding is dismissed or stayed within
60 days thereafter; or
(iv) If trustee, receiver or liquidator is appointed for
either party.
(b) If (i) either party has materially breached a representation,
warranty, or agreement made by such party in this Agreement, and (ii) the
non-breaching party has given written notice to the breaching party setting
forth in specific detail the breach, and (iii) the breaching party fails to make
reasonable efforts to cure the breach within 30 days after the non-breaching
party's notice is given, then this Agreement may be terminated by the
non-breaching party, immediately upon the giving of written notice to the
breaching party, at any time after the running of the 30-day period mentioned in
(iii) immediately preceding.
(c) If that certain Services Agreement of even date herewith between
the Company and Representative is terminated for any reason, then either the
Company or Representative may terminate this Agreement upon its giving five days
written notice to the other party.
(d) Except for the rights and obligations under Section 6, 7 and 8 of
this Agreement and Section 3 with respect to commissions then or thereafter
earned by the Representative, upon termination of this Agreement (whether under
Section 4 or Section 5), (i) all rights and obligations under this Agreement
shall cease, and (ii) the Company shall not be liable or responsible for any
additional cost, damages, payments or fees whatsoever incurred after the date of
termination.
6. Indemnification. The Company shall indemnify and hold harmless
Representative from and against any liability, damage or injury suffered or
sustained by it by reason of any acts, omissions or alleged acts or omissions
arising out of Representative's activities on behalf of the Company, including,
but not limited to, any judgment, award, settlement, reasonable attorneys' and
accountants' fees and other costs and expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim except to the
extent that the acts, omissions or alleged acts or omissions upon which such
actual or threatened action, proceeding or claim are based constitute gross
negligence or willful misconduct by Representative.
Representative shall indemnify and hold harmless the Company from and
against any liability, damage or injury suffered or sustained by it by reason of
any acts, omissions or alleged acts of omissions arising out of Representative's
activities on behalf of the Company, including, but not limited to, any
judgment, award, settlement, reasonable attorneys' and accountants' fees and
other costs and expenses incurred in connection with the defense of any actual
or threatened action, proceeding or claim so long as the acts, omissions or
alleged acts or omissions upon which such actual or threatened action,
proceeding or claim are based constitute gross negligence or willful misconduct
or breach of this Agreement by or on the part of Representative.
7. Property of the Company. The Representative agrees that, upon the
termination of this Agreement, the Representative shall immediately surrender to
the Company all property, equipment, funds, lists, books, records, and other
materials of the Company or any affiliate thereof in the possession of or
provided to the Representative. During the term of this Agreement, and for two
years thereafter, the Representative shall not practice, make use of, or reveal
to any person, firm or corporation any secret or confidential information or
other data related to the business, methods, and practices of the Company or any
of its affiliates (including, but not limited to, drawings, customer lists,
trade practices, secret processes and trade secrets) that the Company or any
affiliate may have imparted to the Representative except as permitted under this
Agreement for the Representative to carry out operations under this Agreement.
The Representative shall not acquire by this Agreement any rights in, to or
under any goodwill, patent, trademark, trade secret, copyright, trade name or
other intangible property of the Company. The Representative acknowledges that
the Company is the exclusive owner of the various trademarks, service marks and
several other words and design marks which the Company uses in connection with
it business, and the Company has the right to control the Representative's use
or display thereof. If, during the term of this Agreement or thereafter, any
such right should become vested in the Representative by operation of law or
otherwise, the Representative agrees that the Representative shall, upon the
Company' request, and without further consideration, or, upon the termination or
expiration of this Agreement, forthwith assign any and all such rights, together
with any goodwill appurtenant thereto, to the Company.
8. Noncompetition Agreement.
------------------------
(a) Agreement. In consideration of $10.00 and other good and
valuable consideration, for a period of one year after the expiration of this
Agreement or the termination of this Agreement by the Company with cause or the
Representative voluntarily, the Representative shall not, directly or
indirectly, acting alone or as a member of a partnership, or as an officer,
director, shareholder, employee, consultant, or representative of any
corporation or in any other capacity with any other business entity: (i) engage
in the production of any radio, webcast, television, video or other media show
featuring subject matter pertaining to house, garden and lawn issues (such
activity is referred to hereinafter as the "Restricted Activity") anywhere in
the entire world (such area is referred to hereinafter as the "Restricted
Area"), the Representative hereby acknowledging that the Company's proposed
media broadcasts are expected to be world-wide and any engagement by the
Representative in the Restricted Activity could harm the value of the Services
provided by the Representative pursuant to this Agreement; (ii) solicit, deal,
negotiate, enter into an arrangement or contract, or attempt to do any of the
foregoing, in any manner with respect to the Restricted Activity in the
Restricted Area with respect to any person that was a client of the Company at
any time during the two-year period prior to the date of expiration or
termination, or attempt to cause any such person to not continue the business
relationship that it has with the Company; or (iii) induce or attempt to
influence, directly or indirectly, any person employed by or under contract with
the Company at the date of expiration or termination, to terminate his or her
engagement or contractual relationship with the Company.
(b) Permitted Exception. Notwithstanding the foregoing
provisions of this section, the Representative shall be permitted to (i) own up
to five percent of the publicly-traded securities, registered under Section 12
or 15(d) of the Securities Exchange Act of 1934, of any competitor of the
Company, and (ii) continue to own an interest in and fully participate in the
business of the Company and any other wholly-owned or partially-owned subsidiary
of the Representative in which the Represenative owned an interest or in whose
business the Representative participated, in both cases at the time of the
expiration or termination of this Agreement, provided, however, that such
ownership and participation was not in violation of this Agreement.
(c) Reasonableness. The Representative hereby specifically
acknowledges and agrees that the temporal and other restrictions contained in
this section are reasonable and necessary to protect the business of the
Company, and that the enforcement of the provisions of this section will not
work an undue hardship on the Representative.
(d) Reformation. The Representative further agrees that in the
event either the length of time or any other restriction, or portion thereof,
set forth in Section 8(a) above is held to be overly restrictive and
unenforceable in any court proceeding, the court may reduce or modify such
restrictions to those which it deems reasonable and enforceable under the
circumstances and the parties agree that the restrictions of Section 8(a) will
remain in full force and effect as reduced or modified.
(e) Injunctive Relief. The Representative further agrees and
acknowledges that the Company does not have an adequate remedy at law for the
breach or threatened breach by the Representative of the covenants contained in
this Section and the Representative therefore specifically agrees that the
Company, in addition to other remedies which may be available to it hereunder,
may file a suit in equity to enjoin the Representative from such breach or
threatened breach.
(f) Severability. The Representative further agrees, in the
event that any provision of Section 8(a) is held to be invalid or against public
policy, the remaining provisions of Section 8(a) and the remainder of this
Agreement shall not be affected thereby.
9. Miscellaneous.
----------------
(a) THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF TEXAS AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. The parties hereto stipulate and agree that the courts of the State of
Texas shall have in personam jurisdiction for any claim, lawsuit or proceeding
regarding this Agreement, and that mandatory venue for any such claim, lawsuit
or proceeding shall be in any state or federal court having competent
jurisdiction located in Xxxxxx County, Texas. The prevailing party in any
proceeding brought pursuant to or with respect to this Agreement shall be
entitled to recover from the losing party all reasonable attorneys' fees and
costs incurred by the prevailing party in connection with the proceeding.
(b) Any notices, requests, demands, or other communications herein
required or permitted to be given shall be in writing and may be personally
served, sent by United States mail, or sent by an overnight courier who keeps
proper records regarding its deliveries. Notice shall be deemed to have been
given if personally served, when served, or if mailed, on the third business day
after deposit in the United States mail with postage pre-paid by certified or
registered mail and properly addressed, or if sent by overnight courier as
aforesaid with charges being billed to the sender, when received by the party
being notified. As used in this Agreement, the term "business day" means days
other than Saturdays, Sundays, and holidays recognized by Federal banks. For
purposes of this Agreement, the physical addresses of the parties hereto shall
be the physical addresses as set forth on the signature pages of this Agreement.
Any party to be notified hereunder may change its physical address by notifying
each other party hereto in writing as to the new physical address for sending
notices.
(c) The headings of the paragraphs of this Agreement have been inserted
for convenience of reference only and shall in no way restrict or modify any of
the terms or provisions hereof.
(d) If any provision of this Agreement is held to be illegal, invalid,
or unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement.
(e) This Agreement embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, whether written or oral,
relating to the subject matter hereof. No modification, amendment, change or
waiver of any term or provision of this Agreement shall be valid or binding
unless the same is in writing and signed by all parties hereto.
(f) This Agreement shall be binding upon and shall inure to the benefit
of each party hereto and its successors and permitted assigns, but neither this
Agreement nor any rights hereunder may be assigned by any party hereto without
the consent in writing of the other party.
(g) No remedy conferred by any of the specific provisions of this
Agreement is intended to be exclusive of any other remedy, and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies by any party hereto shall
not constitute a waiver of the right to pursue other available remedies. No
waiver of any of the terms and conditions of this Agreement or of the exercise
of any right or remedy hereunder shall be valid unless signed by the party
against whom such waiver is asserted. A failure or delay to enforce the rights
set out herein by the holder thereof shall not constitute a waiver of said
rights or be considered as a basis for estoppel. The holder may exercise its
rights hereunder despite said delay or failure to enforce said rights.
(h) The parties hereto agree that the relationship hereby established
is solely one of independent contractors and not one of principal and agent.
Nothing in this agreement shall be construed as constituting the Representative
as a legal representative of the Company, or the Company as a legal
representative of the Representative, for any reason whatsoever. Except as
provided in Section 2(c), the Representative shall have no authority by virtue
of this Agreement to create any obligation, expressed or implied, on behalf of
the Company to any third party, or to commit the Company in matter, cause or
undertaking whatsoever, without the prior written consent of the Company. By the
same token, the Company shall have no authority by virtue of this Agreement to
create any obligation, expressed or implied, on behalf of the Representative to
any third party, or to commit the Representative in matter, cause or undertaking
whatsoever, without the prior written consent of the Representative. The
Representative and the Company shall be solely responsible for their respective
acts and failures to act and the acts and failures to act of their respective
employees, agents and representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date and year first hereinabove written.
"REPRESENTATIVE" "COMPANY"
JVWEB, INC. XXXXXXXXX.XXX, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxx Xxxxxxx
----------------------------- ------------------------
Xxxx X. Xxxxx, President Xxx Xxxxxxx, President
Date: 4/1/2000 Date: 4/1/2000
Address: 5444 Westheimer, Suite 2080 Address: #00 Xxxxxx Xxx
Xxxxxxx, Xxxxx 00000 Xxxxxxxxxx, Xx. 00000
SCHEDULE I
Territory
Anywhere in the entire world.
SCHEDULE II
Initial Terms, Provisions and Conditions
[TO COME]
The undersigned hereby agree to the initial terms, provisions and
conditions set forth above.
IHOMELINE, INC. JVWEB, INC.
By:_________________________________ By:_________________________________
Xxx Xxxxxxx, President Xxxx X. Xxxxx, President
SCHEDULE III
Initial Purchase Agreement and Authorization Form
The parties have agreed to the initial Purchase Agreement and
Authorization Form following this page, and the respective officers of the
parties have initialled such initial Purchase Agreement and Authorization Form
indicating their respective approval.
SCHEDULE IV
Commissions
The amount of commission earned with respect to the sale of an
Integrated Sponsorship sold by the Representative in the Territory (not
involving any other site comprising part of the Representative's family of sites
on the Web) shall be split equally between the parties 50/50.
