Execution Copy
LICENSE AGREEMENT
This License Agreement ("Agreement") is entered into on September 3,
1999 (the "Effective Date"), by and between XxxxxxXx.xxx, Inc., a Delaware
corporation ("PlanetRx") with offices at 000 Xxxxxx Xxxxx Xxxx., Xxxxx 000,
Xxxxx Xxx Xxxxxxxxx, XX 00000 and iVillage, Inc., a Delaware corporation
("iVillage") with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
PlanetRx and iVillage may be referred to generically as a "Party" or
collectively as "Parties".
WHEREAS, PlanetRx seeks to license or sublicense, as the case may be,
certain proprietary content developed and/or licensed by iVillage as more
specifically described on Exhibit A ("iVillage Content") and certain iVillage
tools and related intellectual property as more specifically described on
Exhibit A ("iVillage Tools") and iVillage's trademarks, service marks, trade
names and logos (collectively, the "iVillage Marks") solely in reference to the
iVillage Content and the iVillage Tools found within the U.S. English version of
the iVillage Web sites (the "iVillage Network") for use by and within the U.S.
English version of the PlanetRx Web site located at xxx.xxxxxxxx.xxx, other U.S.
English version disease-specific satellite sites wholly owned and operated by
PlanetRx (a current list of which is attached as Exhibit D), any additional U.S.
English version site wholly owned and operated by PlanetRx, approved by
iVillage, which approval shall not be unreasonably withheld, and/or any U.S.
English version mirror or successor sites thereof, but specifically excluding
any foreign domain sites of PlanetRx (the "PlanetRx Web Sites"). As used herein
the iVillage Marks, the iVillage Content and the iVillage Tools shall
collectively be deemed the "iVillage Material".
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, iVillage and PlanetRx hereby agree
as follows:
1. Delivery of, Link to, or Framing of iVillage Material.
A. iVillage Content. During the term of this Agreement and during any
extension period as described in Sections 6(D) and 6(E), iVillage represents and
agrees that: (i) at any and all times, at least 40% of the content on each of
the "All Health", "Fitness & Beauty", "Parent Soup" and Parents Place" channels
of the iVillage site (or any successor channels) shall be made available to
PlanetRx as described in this section 1(A), and (ii) from time to time, as
PlanetRx requests access to specific iVillage Content available to users on the
"All Health", "Fitness & Beauty", "Parent Soup" and "ParentsPlace" channels of
the iVillage site, iVillage will either promptly provide such content to
PlanetRx in a manner and format mutually agreed to by the parties, or allow
PlanetRx to link to or frame such content (at PlanetRx's option) unless iVillage
is contractually prohibited from doing so, or unless 40% of the content from the
relevant channel is already licensed to PlanetRx; provided however with respect
to any consultant writer, iVillage will either promptly provide such content to
PlanetRx in a manner and format mutually agreed to by the parties, or allow
PlanetRx to link to or frame such content (at PlanetRx's option) unless iVillage
does not have sufficient rights to do so, or unless 40% of the content from the
relevant channel is already licensed to PlanetRx.
B. iVillage Tools. During the term of this Agreement and during any
extension period described in Sections 6(D) and 6(E), iVillage represents and
agrees that: (i) at any and all times, at least 40% of the tools available to
users on each of the "All Health, "Fitness & Beauty", "Parent Soup" and
"ParentsPlace" channels of the iVillage site (or any successor channels) shall
be made available to PlanetRx as described in this section 1(B), unless iVillage
is contractually prohibited from making such tool available to PlanetRx and (ii)
from time to time, as PlanetRx requests access to specific iVillage Tools
available on the "All Health", "Fitness & Beauty", "Parent Soup" and
"ParentsPlace" channels of
the iVillage site, iVillage will either promptly provide such content to
PlanetRx in a manner and format mutually agreed to by the parties, or allow
PlanetRx to link to or frame such content (at PlanetRx's option) unless 40% of
the tools from the relevant channel are already licensed to PlanetRx.
2. Grant of Rights, Restrictions.
A. Rights. Subject to the limitations and restrictions set forth
herein, iVillage grants to PlanetRx, during the Term of this Agreement and any
extension period, a limited, non-transferable (except as provided in section 9
(j) herein), nonsublicensable, nonexclusive, right and license:
(i) to frame, link to, incorporate, reproduce, adapt, copy,
transmit, distribute, publicly perform, and/or display the iVillage
Content and iVillage Tools but only in connection with PlanetRx's
operation of the PlanetRx Web Sites; and
(ii) to use the iVillage Marks solely in association with and
reference to the iVillage Content and iVillage Tools.
Notwithstanding anything else stated above, "End Users" (as defined
below) have the right to use the iVillage Material as specified in the
then current version of the XxxxxxXx.xxx website user terms with
respect to use of content on the site, the current version of which is
attached as Exhibit B. PlanetRx agrees that any later version of terms
will not be materially less restrictive than the current version
attached as Exhibit B. "End Users" means those persons who access and
use the PlanetRx Web Sites.
B. General Restrictions.
(i) Subject to Section 1, the parties agree and understand that the
availability, and use by, PlanetRx of certain iVillage Material will,
under certain circumstances, be restricted due to iVillage's existing
and future exclusivity and other third party obligations.
(ii) With respect to any iVillage Material which includes an
interactive feature or a "community" element, PlanetRx agrees to
implement and maintain a privacy policy (a) materially no less
restrictive and protective of the users than the iVillage privacy
policy available at xXxxxxxx.xxx, or (b) be a member of the Trustee or
similarly known organization protecting users' privacy on the World
Wide Web.
(iii) PlanetRx may only make archival files of iVillage Material for
internal purposes and specifically not for commercial exploitation; for
the avoidance of doubt, unless required by law, PlanetRx shall not make
any archival files kept of the PlanetRx Sites which contain iVillage
Material available to the public after the termination of this
Agreement.
(iv) PlanetRx specifically agrees that it will not engage in
promotion of iVillage Material through unsolicited bulk email (SPAM).
The grant of the licenses to PlanetRx does not include the right to
include the iVillage Material in any email message, unless otherwise
mutually agreed to by the parties.
(v) With respect to any third party materials included in the
iVillage Materials, PlanetRx's rights shall be subject to iVillage's
agreements with the relevant third party, and PlanetRx agrees to comply
with any such terms that have been disclosed to PlanetRx.
C. Restrictions on use of iVillage Marks. iVillage Marks shall be used
by PlanetRx solely in association with and reference to the iVillage Content and
the iVillage Tools, and subject to iVillage's reasonable trademark quality
control guidelines, as they exist from time to time. All use of the iVillage
Marks shall inure the benefit of iVillage.
D. Restrictions on Adaptation. iVillage Content and iVillage Tools may
be adapted (without any change of substance) without iVillage's consent only to
the extent necessary to reformat same for display on the PlanetRx Web Sites, so
long as PlanetRx complies with iVillage's reasonable trademark quality control
guidelines. iVillage Content and iVillage Tools may also be adapted
substantively, subject to iVillage's prior reasonable approval. iVillage agrees
that it will provide its reasonable approval or reasonable disapproval to
PlanetRx within two (2) business days, if no approval or disapproval has been
made within such two (2) business day time frame, then the adaptation will be
deemed approved. For the avoidance of doubt, reasonable reasons to disapprove a
substantive adaptation shall include, but not be limited to, the following types
of reasons: adaptations which render the material inaccurate, misleading,
illegal, or is not permitted under agreements covering such iVillage Material,
or any other adaptation which has a adverse effect on iVillage Material. To the
extent that PlanetRx adapts any iVillage Material, PlanetRx agrees that iVillage
shall own all right, title and interest in the adapted iVillage Material
("Derivative Product"). PlanetRx agrees that it will assist iVillage, at
iVillage's expense, to further evidence, record and perfect such assignments.
PlanetRx shall deliver any relevant source code relating to such Derivative
Product to iVillage promptly after such Derivative Product is created. Upon the
expiration or termination of this Agreement, PlanetRx agrees to return to
iVillage all copies of the relevant source code for any such Derivative Product,
and shall cease all use of any such Derivative Product on the relevant time line
described in Section 6.
E. Restrictions on use of iVillage Content.
(i) In no event shall aggregated portions of the iVillage Content be
displayed on the PlanetRx Web Sites in a manner that is materially or
substantially similar to the way in which such material is displayed
within the iVillage Network such that the "look and feel" of the
PlanetRx Web Site is substantially similar to the "look and feel of the
iVillage Network or relevant channel.
(ii) At no time during the term of this Agreement shall PlanetRx
display or link to, in the aggregate, within the PlanetRx Web Sites,
more than 40% of the iVillage Content from any specific iVillage
channel.
(iii) Notwithstanding anything else herein, if at any time PlanetRx
displays, links to, or uses the iVillage Material on the PlanetRx Web
Sites in a manner that is inappropriate as reasonably and in good faith
determined by iVillage, then iVillage shall provide PlanetRx with
notice of such inappropriate use or display and PlanetRx shall have a
mutually agreed upon period in which to comply with iVillage's
reasonable request for change in the use or display of such material.
If PlanetRx fails to modify such use or display as reasonably requested
by iVillage, then iVillage may terminate this Agreement immediately.
F. Restrictions on Advertising. PlanetRx shall not (and shall not
permit any agent or representative of PlanetRx to) sell or allow advertising
(e.g. banner adds or promotional buttons, etc) on the pages of the PlanetRx Web
Sites where the content on the content portion of the page is 75% or more
iVillage Content.
G. Ownership; Proprietary Notices. Except as set forth herein, no
right, title, license, or interest in any iVillage Material is intended to be
given to or acquired by PlanetRx by the execution of or
the performance of this Agreement. PlanetRx shall not use the iVillage Material
for any purpose or activity except as expressly authorized herein. PlanetRx
acknowledges that as between the Parties, iVillage is the sole and exclusive
owner of all trademarks, service marks, copyrights and other intellectual
property of any kind in the iVillage Material. PlanetRx shall acknowledge on the
PlanetRx Web Site that the iVillage Material is the property of iVillage and or
its licensors, and shall include appropriate copyright, trademark or other
proprietary notices with iVillage Content and iVillage Tools. PlanetRx agrees
that (a) it shall do nothing inconsistent with such ownership either during the
term of the Agreement or afterwards; and (b) it shall take no action that shall
interfere with or diminish iVillage's right in the iVillage Material.
H. Links. PlanetRx shall include a mechanism by way of a button or
other navigational device to allow the user to link directly to a location
within the iVillage Network as mutually agreed to by the parties, (i) in the
event that 80% or more of any content on any particular page of the PlanetRx Web
Sites consists of iVillage Content, and (ii) in all instances where an iVillage
Tool is displayed on a page of the PlanetRx Web Sites. If, in accordance with
the terms set forth herein, PlanetRx provides or allows a link to any page
within the iVillage Network, a "Return to XxxxxxXx.xxx" button or other
navigational mechanism, as mutually determined by the parties, shall be placed
on the page of the iVillage Network the user is navigated to which shall enable
the user to link directly back to the location within the PlanetRx Web Site from
which the user came.
3. Representations, Warranties and Covenants.
A. By iVillage. In addition to the other agreements contained herein,
iVillage represents, warrants and covenants that (i) it has the right and
authority to enter into this Agreement and to grant PlanetRx the rights to the
iVillage Material as described herein and (ii) the iVillage Material will not
infringe upon or violate the proprietary or personal rights of any third party
nor contain any material that is defamatory or that otherwise violates the
publicity or privacy rights of any third party; and (iii) the iVillage Network
shall not, to the best of iVillage's knowledge and belief, infringe or violate
the proprietary or personal rights of any third party nor contain any material
that is defamatory or that otherwise violates the privacy or publicity rights of
any third party.
B. By PlanetRx. In addition to the other agreements contain herein,
PlanetRx represents, warrants and covenants that (i) it has the right and
authority to enter into this Agreement and to perform the obligations set forth
herein, (ii) it shall use the iVillage Material only in the manner as set forth
in this Agreement or as otherwise agreed to by the Parties, and (iii) the
PlanetRx Web Site (other than the iVillage Material) shall not, to the best of
PlanetRx's knowledge and belief, infringe or violate the proprietary rights or
personal rights of any third party nor contain any material that is defamatory
or that otherwise violates the privacy or publicity rights of any third party.
4. Indemnifications.
A. iVillage agrees to indemnify, defend and hold harmless PlanetRx and
its parent, subsidiaries, affiliates, successors and assigns from any and all
third party losses, liabilities, damages, actions, claims, expenses and costs
(including reasonable attorneys' fees awarded against PlanetRx) which result or
arise from (i) the breach of any agreement, representation, warranty or
obligation set forth in this Agreement by iVillage; (ii) the operation of the
iVillage Network and the content contained therein and services provided
thereby; (iii) any information or communication provided by iVillage or any
iVillage representative, employee and/or agent via any community element
including chats or message boards operating in connection with the iVillage
Network.
B. PlanetRx agrees to indemnify, defend and hold harmless iVillage and
its parent, subsidiaries, affiliates, successors and assigns from any and all
third party losses, liabilities, damages, actions, claims, expenses and costs
(including reasonable attorneys' fees awarded against iVillage) which result or
arise from (i) the breach of any agreement, representation, warranty or
obligation set forth in this Agreement by PlanetRx; (ii) the operation of the
PlanetRx Web Sites and the content contained therein (except any nonmodified
iVillage Material) and services provided thereby; (iii) the pharmacy and other
services (including any related advertising thereof) provided on and through the
PlanetRx Web Sites; and (iv) any information or communication provided by
PlanetRx or any PlanetRx representative, employee and/or agent via any community
element including chats or message boards operating in connection with the
PlanetRx Web Sites.
C. In any case where a party will seek indemnification under this
Agreement (the "Indemnified party") for a third party claim, suit or proceeding
("Third party Claim"), such indemnification will be conditioned on such
Indemnified party's compliance with the following procedures:
(i) The Indemnified party will give prompt written notice to the
party from whom such indemnification is sought (the "Indemnifying
party") of each claim for indemnification under this Agreement,
specifying the amount and nature of the claim (a "Notice of Claim").
Provided that such Notice of Claim is given (unless the failure to
provide such Notice of Claim does not prejudice the interests of the
Indemnifying party), the Indemnifying party, at its own expense and
using counsel of its own choosing, will promptly defend, contest and
otherwise protect against any such claim, suit or proceeding.
(ii) The Indemnified party may, but will not be obligated to,
participate in the defense of any such third party claim, suit or
proceeding, at its own expense and using counsel of its own choosing,
but the Indemnifying party will be entitled to control the defense
thereof unless the Indemnified party has relieved the Indemnifying
party from liability with respect to the particular matter. The
Indemnified party will cooperate and provide such assistance as the
Indemnifying party reasonably may request in connection with the
Indemnifying party's defense and will be entitled to recover from the
Indemnifying party the reasonable costs of providing such assistance.
The Indemnifying party will inform the Indemnified party on a regular
basis of the status of such claim, suit or proceeding and the
Indemnifying party's defense thereof
(iii) In any third party Claim the defense of which is controlled by
the Indemnifying party, the Indemnifying party will not, without
Indemnified party's prior written consent which shall not be
unreasonably withheld or delayed, compromise or settle such claim, suit
or proceeding if. (x) such compromise or settlement would impose an
injunction or other equitable relief upon the Indemnified party; or (y)
such compromise or settlement does not include the third party's
release of the Indemnified party from all liability relating to such
claim, suit or proceeding for which the Indemnified party is entitled
to be indemnified.
(iv) If the Indemnifying party fails to timely defend, contest, or
otherwise protect against any such claim, suit, or proceeding, and
fails to contest in writing the Indemnified party's right to
indemnification, the Indemnified party may, but will not be obligated
to, defend, contest or otherwise protect against the same, and make any
compromise or settlement thereof and recover the entire costs thereof
from the Indemnifying party, including reasonable fees and
disbursements of counsel and all amounts paid as a result of such
claim, suit or proceeding and the compromise or settlement thereof.
5. Payment.
A. In consideration of the rights granted to PlanetRx in this
Agreement, PlanetRx will pay iVillage, upon execution of this Agreement, a cash
fee of seven million five hundred thousand dollars ($7,500,000).
B. All payments made via wire transfer should be directed as follows:
Chase Manhattan Bank, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Account name:
iVillage Inc.; ABA#: 000000000; Account #: 020-923406; Reference: PlanetRx. All
payments made via check, should be sent to: iVillage Inc., 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000; Attention: Accounts Receivable. Commencing on the first
day after the date that each of the aforementioned payments are due, PlanetRx
shall be liable for a monthly rate of interest of not more than 11/2%, which
interest shall be in addition to such fees due and owing to iVillage.
6. Term and Termination.
A. The term of this Agreement shall be for a period of two years and
six months, to commence on the Effective Date hereof, unless terminated earlier
as provided herein.
B. This Agreement may be terminated prior to its expiration by written
notice: (i) upon mutual written agreement of the Parties; (ii) if either Party
commits a material breach of any term of this Agreement and fails to remedy such
breach within thirty (30) days of written notice from the non-breaching Party;
(iii) if either Party ceases to function as a going concern or to conduct
operations in the normal course of business, without a successor; or (iv) if
either Party has a petition filed by or against it under any state or federal
bankruptcy or insolvency law which petition has not been dismissed or set aside
within ninety (90) days of its filing.
C. Upon any early termination of this Agreement by iVillage as a result
of a material breach by PlanetRx which is not cured within the aforementioned
thirty (30) day cure period, all grants of license by iVillage to PlanetRx under
this Agreement shall cease immediately, and PlanetRx, within ten (10) days of
such termination of license, shall remove all related iVillage Material from the
PlanetRx Web Site.
D. Upon any early termination of this Agreement by iVillage not the
result of a material breach by PlanetRx, iVillage will pay PlanetRx a pro-rata
refund of the license fees paid hereunder on the date which is the later of
June, 1, 2000, or ninety (90) days after the notice of termination, calculated
based on time beginning on the Effective Date, unless otherwise mutually agreed
to by the parties and PlanetRx shall have a ninety (90) day transition period
after the notice of termination in which to remove the iVillage Material from
the PlanetRx Web Site and to remove any links and cease the framing of the
iVillage Material and the licenses and restrictions specified in Section 2 shall
survive during such ninety (90) day transition period.
E. Upon the expiration of this Agreement after the Term, PlanetRx shall
have a six (6) month transition period in which to remove the iVillage Material
from the PlanetRx Web Site and to remove any links and cease the framing of the
iVillage Material. During this six (6) month transition period, the licenses and
restrictions specified in Section 2 shall survive during this ninety (90) day
transition period.
F. Following notice of early termination and/or expiration of this
Agreement during any ninety (90) day or six (6) month transition period
described in Sections D and E above, iVillage agrees that it shall continue to
update any iVillage Material licensed to PlanetRx prior to the commencement of
the extension period, and otherwise iVillage shall not be obligated to continue
licensing any new additional iVillage Material to PlanetRx.
G. The following sections shall survive any termination or expiration
of this Agreement: 3, 4, 6, 7,8, and 9.
7. Confidentiality. Other than as required or appropriate for securities laws
disclosure, iVillage and PlanetRx agree to keep in confidence, all Confidential
Information. Confidential Information means (a) any material non-public
information, communication or data, in any form, of the other Party. All
Confidential Information shall remain the sole property of the disclosing Party
and its confidentiality shall be maintained and protected by the receiving Party
with at least the same degree of care as the receiving Party uses for the
protection of its own confidential and proprietary information. The receiving
Party shall not disclose such Confidential Information to any third party. These
restrictions shall not apply to any Confidential Information: (v) after it has
become generally available to the public without breach of this Agreement by the
receiving Party; (w) is rightfully in the receiving Party's possession before
disclosure to it by the disclosing Party; (x) is independently developed by the
receiving Party; (y) is rightfully received by the receiving Party from a third
party without a duty of confidentiality; or (z) is required to be disclosed
under operation of law or administrative process. Upon expiration or termination
of this Agreement for any reason, each Party will promptly and at the direction
of the disclosing Party, either destroy or return to the disclosing Party, and
will not take or use, all items of any nature which belong to the disclosing
Party and all records (in any form, format or medium) containing or relating to
Confidential Information.
8. LIMITATION OF LIABILITY. NEITHER PARTY SHALL HAVE ANY LIABILITY HEREUNDER FOR
ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT
LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY
WAS ADVISED OF THE POSSIBILITY OF SUCH.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY, AND EACH
PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE.
9. General Provisions.
A. Relationship of the Parties. Nothing contained herein shall imply
any partnership, joint venture or agency relationship between the Parties and
neither Party shall have the power to obligate or bind the other in any manner
whatsoever, except to the extent herein provided.
B. Severability. If any provision of this Agreement shall be declared
by any court of competent jurisdiction to be illegal, void or unenforceable, all
other provisions of this Agreement shall not be affected and shall remain in
full force and effect.
C. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
D. Notices. All notices, requests, demands, payments and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly
given if delivered personally, telecopied or sent by nationally recognized
overnight carrier, or mailed by certified mail, postage prepaid, return receipt
requested, as follows:
If to PlanetRx: XxxxxxXx.xxx, Inc.
000 Xxxxxx Xxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attention: Legal Department
Tel: (000) 000-0000
Fax:(000) 000-0000
iVillage Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 100 10
Attention: General Counsel
Tel: (000) 000-0000
Fax: (000) 000-0000
E. Force Majeur. Except as otherwise expressly provided in this
Agreement, neither Party shall be liable for any breach of this Agreement for
any delay or failure of performance resulting from any cause beyond such Party's
reasonable control, including but not limited to the weather, strikes or labor
disputes, war, terrorist acts, riots or civil disturbances, government
regulations, acts of civil or military authorities, or acts of God provided the
Party affected takes all reasonably necessary steps to resume full performance.
F. Entire Agreement. This Agreement (i) constitutes the binding
agreement between the Parties; (ii) represents the entire agreement between the
Parties and supersedes all prior agreements relating to the subject matter
contained herein and (iii) may not be modified or amended except in writing
signed by the Parties.
G. Governing Law. This Agreement shall be governed by, and construed in
accordance with the laws of the State of New York without regard to the
conflicts of laws principles thereof.
H. Assignment. PlanetRx shall not sell, transfer, distribute or assign
this Agreement or the rights or obligations hereunder, without the prior written
consent of iVillage, except to an entity that obtains all or substantially all
of its business or assets and assumes all of its obligations hereunder, provided
that if the entity that obtains all or substantially all of the business or
assets of PlanetRx by stock purchase, asset acquisition, merger or otherwise, is
an iVillage Competitor (as defined below), then iVillage shall have a right to
terminate this agreement, in its sole discretion in accordance with this
section. iVillage shall have the right to terminate this Agreement in accordance
with this Section, effective no earlier than ninety (90) days following the
closing of such acquisition by and between PlanetRx and the iVillage Competitor,
or ninety (90) days following the notice of termination by iVillage, whichever
is later. PlanetRx shall provide notice to iVillage of any such acquisition by
an iVillage Competitor upon either (i) the execution of a binding letter of
intent, or (ii) the execution of a binding agreement. iVillage may sell,
transfer, distribute and/or assign this Agreement and the rights and obligations
hereunder in its sole discretion. iVillage Competitor shall mean the list of
third parties found on Exhibit C. The parties agree that during the term of this
Agreement, iVillage may request in writing that other iVillage competitors be
added to the forgoing list, which request shall not be unreasonably denied.
I. Headings. The headings of the various sections of this Agreement
have been inserted for convenience of reference only.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement as of the date first above written.
XxxxxxXx.xxx, Inc. iVillage, Inc.
Xxxxxxxxx Xxxxxx Xxxxxx Xxxxx
-------------------------------------- ------------------------------
(Name) (Name)
Co-Founder, VP of Business Development SVP Business Affairs
-------------------------------------- ------------------------------
(Title) (Title)
9/3/99 9/7/99
-------------------------------------- ------------------------------
(Date) (Date)
/s/ Xxxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxx
-------------------------------------- ------------------------------
(Signature)
