EXHIBIT 10.11B
January 29, 1998
Xx. Xxxxxxx Xxxxxx
XxXxxxx & Xxxxxxxxx
000 X. Xxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
RE: GARDEN ESCAPE LETTER OF AGREEMENT
Dear Dick:
Garden Escape is excited that XxXxxxx & Xxxxxxxxx has chosen to renew its
contract and remain a member of the Garden Escape Strategic Partner network. We
look forward to maintaining a mutually beneficial long-term relationship between
our two companies. Though our relationship is built primarily through each of
our commitments, there are several elements detailed below which are fundamental
to our agreement and will continue to provide a foundation for the relationship.
1. Mutual Exclusivity - Garden Escape agrees to retain the Supplier as the
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exclusive source on the Garden Escape network for the products detailed in
the Product Line section below. The Supplier authorizes Garden Escape to be
its exclusive vendor of its products via the Internet and World Wide Web.
Subject to the limitations set forth below, the mutual exclusivity will be
from the date that this letter is executed through the duration of this
agreement. Extensions to the agreement may be negotiated if mutually
agreeable by both parties.
2. Product Line - The Supplier agrees to supply the following products on the
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Garden Escape network: fall-blooming bulbs, not including lily and daylily
varieties. Notwithstanding the foregoing, the exclusivity requirement
provided by section 1 above, applies to the specific products set forth in
this section 2 but not to product combinations, packages or the like unless
the Supplier also offers such product combinations or packages.
3. Product Supply - Customer demand for the Supplier's products over the Garden
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Escape network will be variable, therefore Garden Escape can offer no
guarantee of minimum sales volume for the Supplier. In the case that customer
demand for a Supplier's product exceeds available supply, Garden Escape
reserves the right to find secondary sources of supply for that product.
4. The Supplier's Trademark, Logo and Company Name - As part of Garden Escape's
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marketing activities, it will develop marketing materials which will co-
market Garden Escape and the Supplier. The Supplier gives Garden Escape the
international royalty-free license to use its company name, logo and any
trademarks, if applicable, to develop and distribute these marketing
materials and acknowledges that it has the right to grant
1
such license. The use of the Supplier's name and trademark may include
printed, CD-ROM, and electronic marketing materials, shipping and labeling
documents, and packaging.
5. Proprietary Information - Garden Escape will give its customer name and
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address for each order to the Supplier for direct drop shipment. These
customer names and addresses are proprietary to Garden Escape and the
Supplier agrees not to use these names other than in the advancement of this
Agreement and agrees not to use the names or other Garden Escape information
for any direct marketing or sell these names to a third party without the
written consent of Garden Escape. Additionally, to the extent either party
receives any other confidential information from the other, the receiving
party will keep the information confidential and will only use the
information in the advancement of this Agreement.
6. Pricing - The Supplier agrees to give Garden Escape a [*] their standard
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retail prices for products offered by Garden Escape on its network, which is
a price inclusive of any order processing, product photography and packaging
costs, F.O.B. XxXxxxx & Xxxxxxxxx shipping point. This [*] structure may be
modified if agreed to in writing by both parties.
7. Payment Terms - The Supplier agrees to xxxx Garden Escape once a month for
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all Garden Escape orders. Garden Escape agrees to promptly pay these
invoices when due.
8. Customer Feedback - Garden Escape agrees to forward any customer feedback
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relating to the Supplier to them on a timely bass, at no charge.
9. Product Returns - The Supplier agrees to process returns/replacement orders
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for Garden Escape customers. The Supplier agrees to process [*] of total
sales to Garden Escape customers at no charge. This percentage will be
reviewed after June 1998 and re-negotiated if necessary on a mutually
agreeable basis.
10. Product Quality - The Supplier agrees that all products shipped to a
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customer pursuant to the terms of this Agreement will be of first-rate
quality and free of all disease and defect.
11. Term of Agreement - The term of this Agreement shall commence on the date
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set forth below and continue for a period of one year. This Agreement shall
not renew unless agreed to in writing by each of the parties; provided,
however, that if the parties continue the relationship established hereby
after expiration of the initial term but without agreeing in writing to a
new term, then this Agreement shall continue on a month-to-month basis.
12. Termination of Agreement - Notwithstanding anything in this Agreement to the
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contrary, either party may terminate this Agreement at any time upon
providing the other party with 60 days' prior written notice of such
termination.
By signing below, Garden Escape and the Supplier accept the terms of this letter
of Agreement.
GARDEN ESCAPE, INC. XXXXXXX & XXXXXXXXX
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxx Xxxxxxxx Xxxxxxx Xxxxxx
Vice President President
Date: 4/18/97 Date: 4/18/97
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* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
