EXHIBIT 10.57
MARKET AGREEMENT
BETWEEN
Xxxxxx.xxx Inc., carrying on business at 0000 Xxxxx Xxxx Xxxxxxxxx,
Xxxxx 0000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as
the "Client")
AND
Cydcor Limited, carrying on business at 000 Xxxxxx Xxxxx Xxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxx, X0X 0X0 (hereinafter referred to as the
"Manager")
In consideration of the mutual covenants contained in this Agreement, the
parties agree as follows:
1. Background
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a) The Client develops and publishes certain proprietary client
executable Internet postage software (hereinafter referred to as the
"Software"), and operates a web site and Internet service where Internet
users may print postage and purchase related products electronically
(hereinafter referred to as the "Service'), and wishes the Manager to
organize and manage direct sales throughout the United States (the
"Territory") to distribute the Software and to register end users
(hereinafter referred to as "Customers") for the Service.
b) The Manager has expertise in the organization and management of direct
sales campaigns through independent corporate distributors and their
respective independent distributors (hereinafter collectively referred to
as the "Network").
c) The Client desires to retain the Manager to distribute the Software
through the Network, and the Manager has agreed to distribute the Software,
subject to the terms and conditions set forth herein.
2. Authorization by Client and Obligations of the Manager
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a) During the Term, and subject to the terms and conditions set forth
herein, Client hereby appoints the Manager and Manager hereby accepts
appointment as a nonexclusive distributor of the Software in the
Territory.
b) During the Term, Manager through its Network, shall use its best
efforts to promote the Software in the Territory. Manager shall use its
best efforts in ensuring that the Network is provided with sufficient
information and resources as provided to it by Client to acquaint the
Network with the Software and Service and the rates and promotions
available to Customers. The Client acknowledges that the Network is
composed of independent businesses distinct from that of the Manager and
that the Network is not an employee, joint venture or partner of the
Manager. Notwithstanding the foregoing, the Manager hereby agrees to enter
into a written agreement with each participating independent corporate
distributor comprising the Network which is at least as protective of the
Client as the terms and conditions set forth herein; and the Manager
further agrees to diligently enforce such agreements.
c) During the Term the Manager is responsible for payment of all amounts
due to the Network.
d) All Customer applications shall be substantially in the form attached
hereto as Exhibit A (hereinafter referred to as the "Application"). The
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Application forms shall be printed at the Client's cost. The Manager shall
transmit to the Client (in both electronic and paper format), on at least a
weekly basis, all completed Applications obtained by the Network. The
information contained in each Customer Application shall be deemed the
Confidential Information of the Client, and may not be used or disclosed by
Manager for any purpose without the prior written consent of Client.
e) The Manager shall use only the pricing specified by the Client. The
Manager shall not impose any additional indirect or direct charge upon any
Customer relating to the Client's Service or Software. In addition, the
Manager shall not extend to any Customer any warranty or representation
with respect to the Software or Service, other than those expressly made by
Client in the applicable end user license agreement accompanying the
Software.
f) The Manager shall sell and market the Services and Software, which are
the subject of this Agreement under the trade names, service marks, brands,
and trademarks (collectively, the "Marks") designated by the Client, and
may use such Marks when making reference to Client in its internal
bulletins and memos, as well as on the identification apparel or
accessories worn by the independent distributors. The Manager acknowledges
that the Marks belong to Client and that the Manager shall have no rights
in such Marks except for the purposes set forth in this Agreement. Client
may not alter, modify or change the Marks. Any goodwill arising out of the
use of the Marks hereunder shall inure to the benefit of the Client.
g) The Manager shall distribute copies of the Software to Customers only
in the original, unopened product packaging as delivered by the Client to
the Manager.
h) During the Term, the Manager agrees that it will not distribute any
other software or product that is used to sell, purchase or otherwise
distribute postage (a Competitive Product), and that Client shall be the
only entity offering mailing services which is promoted by the Manager. In
addition, for a period of ninety (90) days following the Term, Manager
agrees that it will not enter into an agreement or arrangement for the
distribution of a Competitive Product with any other entity.
i) Subject only to the limited rights and licenses expressly granted to
the Manager in this Agreement, the Client shall retain all right, title and
interest in and to the Software and each copy thereof, and all intellectual
property rights (patent, trade secret, copyright, trademark and similar
rights) with respect thereto. The Manager agrees not to reverse engineer,
reverse assemble, decompile, or otherwise attempt to derive source code
from the Software, nor authorize or permit any third party to do so. No
right to modify or otherwise prepare derivative works of the Software is
granted.
j) Manager shall use best efforts to commence distribution of the
Software in accordance with the schedule set forth in Exhibit B attached
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hereto. Manager shall provide Client with reports on a periodic basis
containing, at a minimum and without limitation, a list of the metropolitan
areas in which the Software is being distributed, and the number of
independent distributors per area.
k) Manager shall ensure that each independent distributor distributing
Software wears an identification badge indicating, at a minimum and without
limitation: (a) the company such distributor represents, and (b) that such
distributor is an authorized distributor of Client.
l) Manager and Client shall enter into a written agreement with a third
party verification service ("Verification Service") reasonably acceptable
to both parties. Manager shall cause each independent distributor to
verbally confirm with the Verification Service each Customer registration,
at the time of such registration, pursuant to a verification procedure
reasonably acceptable to both parties. Manager shall cause the Verification
Service to provide Client with a weekly report (the "Verification Service
Report") containing, at a minimum and without limitation, the information
set forth in Exhibit C attached hereto. This information is to be provided
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in electronic format within two (2) business days after each Friday
summarizing data for the week ended on Friday. Manager shall bear the cost
and expense of all fees related to the use of such Verification Service.
Any and all information relating to Customers or potential Customers
obtained by Manager from the Verification Service shall be deemed the
Confidential Information of the Client, and may not be used or disclosed by
Manager for any purpose without the prior written consent of Client.
3. Obligations of the Client
-------------------------
a) The Client will do the following, all at its own expense:
i) promptly provide Application forms and promotional material in a
mutually agreed upon format, as may be revised solely by the Client
from time to time, (and any other necessary or desirable forms) to the
Manager in such reasonable quantity as may be requested by the Manager
from time to time. Client shall consider in good faith any applicable
requests received from Manager regarding revisions to the Application;
ii) provide Manager with weekly reports containing, at a minimum and
without limitation, data describing the aggregate number of New
Customers (as defined in Exhibit D) generated during such period (by
service plan type) segregated by independent distributor. This
information is to be provided in electronic format within two (2) to
five (5) business days of receipt of all of the following information:
the Verification Service Report, the Applications and all necessary
Customer information (the "Required Information"). Manager
acknowledges that the timeliness and accuracy of such reports is
dependent on, among other things, the timely receipt by Client of such
Required Information;
iii) provide the Manager and the Network with such support services
as the Manager may reasonably require from time to time and current up
to date information relating to the Service and Software, the
solicitation of Customers and the provision of the Service and/or
Software to the Customers solicited, immediately upon such information
becoming available, so as to enable the Manager and the Network to
effectively, knowledgeably and professionally solicit Applications;
iv) use commercially reasonable efforts to process and promptly
approve or reject, in accordance with Client's general procedures and
sales policies, all Customers which are submitted by the Manager
within five (5) business days of receipt of all required information
from such Customers. Manager acknowledges however, that Client is
dependent on the United States Postal Service for the timeliness of
Application processing, and as such, the failure to meet the above-
referenced time period shall not be deemed a breach of this Agreement
by Client. Notwithstanding the foregoing, any Customer not rejected
within five (5) business days following Client's receipt of the
Required Information related to such Customer shall be deemed to have
been accepted and shall constitute a New Customer for purposes hereof;
v) provide the Service to all Customers whose Applications are
accepted promptly and strictly in accordance with the Client's written
representations made to the Customer;
vi) complete all registration, filing, licensing and similar
procedures required in the Territory including filing, licensing and
registration required with respect to any trademark or trade name of
the Client; and
vii) ****
b) The Client will not charge higher rates for the Services to the
Customers obtained through the Network who deal with the Manager than are
charged to other Customers receiving similar services.
4. Fees Payable to the Manager
----------------------------
In order to compensate the Manager for its services and reimburse the
Manager for the amounts to be paid by it to the Network, the Client will
pay to the Manager the fees set forth in Exhibit D attached hereto, as such
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Exhibit may be amended from time upon the mutual agreement of the parties.
5. Representations, Warranties and Indemnities; Limitation of Liability
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a) Each of the Client and the Manager hereby represents and warrants to
the other as follows:
i) The execution, delivery and performance of and compliance with
this Agreement by such party does not and will not conflict with, or
constitute a default under any contract, agreement, instrument, order,
statute, rule or regulation applicable to it.
ii) It has the right, power and authority to enter into this
Agreement and fully perform its obligations under the Agreement.
b) Client hereby represents and warrants to the Manager as follows:
i) It is and will be duly authorized and capable of carrying out and
performing and will carry out and perform all of its obligations to
Customers as set out, agreed upon or represented in the Application, or any
Client advertising or promotional material relating or referring to the
Services and rates relating thereto.
ii) It has the right and authority to use and exploit all of the
Client trademarks, logos, copyrighted material and other intellectual
property used or to be used during the currency of this Agreement in its
Applications, promotional material and Services and that the use of same by
the Manager and its Network in conjunction with the performance of the
duties and obligations contemplated by this Agreement, and solely in
accordance with the terms and conditions set forth in this Agreement, will
not infringe upon the rights of any third party.
b) Except as expressly set forth above, Client and Manager make no other
warranties, express, implied, statutory or otherwise, with respect to the
subject matter hereof.
d) Without limiting the other parties' other available rights and
remedies, each party hereby agrees to indemnify, defend and hold harmless
the other party, and their respective affiliates, subsidiaries, independent
distributors, directors, officers, employees, agents, subcontractors
successors, and assigns, or any of them from and against any and all third
party claims, damages, liabilities, costs (including reasonable legal fees
and disbursements) and expenses finally awarded against the indemnified
party (or amounts agreed to in settlement) to the extent based on such a
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[*] Confidential information has been omitted and separately filed with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
claim, resulting from, arising out of, or in any way connected with the
indemnifying party's breach of any warranty or representation set forth in
this Section 5; provided that (i) the indemnified party notifies the
indemnifying party promptly in writing of the claim, (ii) the indemnifying
party has sole control of the defense and all related settlement
negotiations, and (iii) the indemnified party provides the indemnifying
party with reasonable assistance and information to perform the above at
the indemnifying party's expense.
e) Client shall defend and/or settle any claim, suit or proceeding brought
by a third party against Manager resulting from a claim that the Software
infringes any United States patent, or any copyright or trade secret rights
of a third party (except to the extent that Manager is responsible under
Subsection (f) below), and Client shall pay all damages finally awarded or
settlement amounts entered into against Manager to the extent based on such
a claim (including payment of reasonable attorney's fees, court costs and
costs of other professionals); provided that (i) Manager notifies Client
promptly in writing of the claim, (ii) Client has sole control of the
defense and all related settlement negotiations, and (iii) Manager provides
Client with reasonable assistance and information to perform the above at
Client's expense. If the Software, or any part thereof, is, or in the
opinion of Client may become, the subject of any claim for infringement,
then Client may, at its option and expense, either (i) substitute a
substantially equivalent non-infringing item, (ii) modify the infringing
item so that it no longer infringes but remains functionally equivalent,
(iii) obtain for Manager the right to continue using such item, or (iv) if
it is not commercially reasonable to take the actions specified in items
(i)-(iii) above, terminate this Agreement and Manager's licenses hereunder.
In the event that Client substitutes a non-infringing item pursuant to (i)
above, or modifies the Software pursuant to (ii) above, Manager shall, on a
going-forward basis, immediately cease the distribution of the outdated
Software and begin distribution of the new Software. The foregoing
provisions of this Subsection (e) state the entire liability and obligation
of Client, and the exclusive remedy of Manager, with respect to the
infringement of any patent, copyright, trade secret or other intellectual
property right by the Software.
(f) Manager shall defend and/or settle any claim, suit or proceeding
brought by a third party against Client resulting from Manager's negligence
or willful misconduct with respect to the distribution of the Software, and
Manager shall pay all damages finally awarded or settlement amounts entered
into against Client to the extent based on such a claim (including payment
of reasonable attorney's fees, court costs and costs of other
professionals); provided that (i) Client notifies Manager promptly in
writing of the claim, (ii) Manager has sole control of the defense and all
related settlement negotiations, and (iii) Client provides Manager with
reasonable assistance and information to perform the above at Manager's
expense.
In no event will any Party be liable to the other for indirect, incidental,
or special damages, lost profits, lost savings, or any other consequential
damages, arising out of or related to this Agreement, however caused, and
whether arising under contract, tort (including negligence) or any other
theory of liability. In no event shall either party's aggregate liability
under this Agreement (except for damages arising under Sections 5(d)-(f)
and 9) exceed the total amounts paid to Manager under this Agreement. The
limits set forth herein will apply even if the party has been advised of
the possibility of such damages.
g) The Parties acknowledge and agree that the representations, warranties
and indemnities contained in this Article 5 shall survive the termination
of this Agreement.
6. Relationships
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a) This Agreement does not create, imply or purport to create any
relationship, present or future, contractual or otherwise between the
Manager and the Network, or the Customer; nor should it constitute a base
for any discussion for future contracts or business between the parties.
b) The parties are independent contractors. Neither party shall be deemed
to be an employee, agent, joint venture or partner of the other for any
purpose and neither shall have any right, power, or authority to create any
obligation or responsibility on behalf of the other.
c) The Manager or the Network is not a provider of the above-described
Service and does not undertake to the Client to provide any service or
fulfil any obligation to any Customer.
7. Notice
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Any notice to be delivered to either of the Parties by the other, shall be
in writing, and given by registered mail, facsimile transmission, telegram
or in person, addressed as follows:
To the Client:
Xxxxxx.xxx Inc.
0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxxxxx XXX 00000
Attention: Senior Vice President, Business Development
Phone: 000-000-0000
Fax No.: 000-000-0000
With a copy to Xxxxxx.xxx Inc. Legal Department at the same address,
Attention: Xxxxxxxx Xxxxxx
Fax No.: 000-000-0000
To the Manager:
Cydcor Limited
000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xx. Xxxxxx Xxxxxxxxxx
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Fax No.: (000) 000-0000
With a copy to:
DS-MAX International Inc.
000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxx
X0X 0X0
Attention: Xx. Xxxx Xxxx
---------
Fax No.: (000) 000-0000
and shall be deemed to have been received by the addressee on the 4/th/ day
following the date of posting, in the case of registered mail (return
receipt requested, postage prepaid), immediately upon transmission, in the
case of confirmed facsimile transmission or telegram, and upon receipt in
the case of personal delivery. The Parties may, by notice, in writing,
vary the address for delivery of notices pursuant to this Agreement.
8. Term and Termination
This Agreement shall commence on the Effective Date and shall continue in full
force and effect until June 30, 2000 (the "Term"), unless earlier terminated
pursuant to the terms hereof. This Agreement may be renewed for successive three
(3) month periods upon the mutual written agreement of the parties.
a) This Agreement may be terminated by either party upon written notice
-
if the other party (a) breaches any material term or condition of this Agreement
and fails to remedy the breach within fifteen (15) days after being given
written notice thereof, (b) ceases to function as a going concern or to conduct
operations in the normal course of business, or (c) has a petition filed by or
against it under any state or federal bankruptcy or insolvency laws (or their
foreign equivalents).
b) Client may immediately terminate this Agreement upon written notice to
-
Manager if the United States Postal Service revokes any approval necessary for
Client to conduct its business, as determined by Client in its sole discretion.
c) The following provisions shall survive termination of this Agreement
-
for any reason: 2(h), 2(i), 5-7, 8(d), and 9-11. In addition, upon the
termination of this Agreement for any reason, Manager shall immediately (i)
cease distribution of the Software, (ii) return to Client all copies of the
Software in its possession or control in the original, unopened product
packaging, and (iii) return to Client or destroy all Confidential Information of
Client in its possession or control, including without limitation all
Applications, Verification Service Reports and Customer information, and certify
in writing to Client that all copies, extracts or derivatives of such
information have either been returned or destroyed.
9. Confidential Information
"Confidential Information" means this Agreement and all proprietary
information disclosed by either party (the "Disclosing Party") to the other
party (the "Receiving Party"), in writing, orally or by inspection of tangible
media, which, if in writing or other tangible form, is marked as "Confidential"
or a similar designation. Confidential Information shall not include any
information which (a) was publicly known prior to the time of disclosure by the
Disclosing Party; (b) becomes publicly known after disclosure by the Disclosing
Party through no wrongful action or omission of the Receiving Party; (c) was
already in the possession of the Receiving Party at the time of disclosure by
the Disclosing Party; (d) is obtained by the Receiving Party from a third party
without breach of such third party's obligations of confidentiality; or (e) is
independently developed by the Receiving Party without access to the Disclosing
Party's Confidential Information. The Receiving Party agrees (i) not to use or
disclose to any third party the Disclosing Party's Confidential Information for
any purpose other than as contemplated by this Agreement, and (ii) to use
reasonable efforts to protect the secrecy of and avoid unauthorized use and
disclosure of the Disclosing Party's Confidential Information, including without
limitation, using at least the same degree of care it uses to protect its own
Confidential Information. Notwithstanding the foregoing, the Receiving Party may
use or disclose Confidential Information of the Disclosing Party to the extent
necessary to exercise its rights or fulfill its obligations hereunder, and/or to
comply with applicable governmental regulations; provided that if the Receiving
Party is required by law to make any public disclosures of Confidential
Information of the Disclosing Party, to the extent it may legally do so, it will
give reasonable advance notice to the Disclosing Party of such disclosure and
will use its reasonable efforts to secure confidential treatment of Confidential
Information prior to its disclosure.
10. Governing Laws
--------------
This Agreement shall be governed by the laws of the State of California,
without reference to its conflict of law principles.
11. General
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a) Export Regulations. Manager acknowledges that the Software utilizes
-----------------------
Secure Sockets Layer 128-bit data encryption technology which is subject to U.S.
government export restrictions, including but not limited to the Export
Administration Regulations of the U.S. Department of Commerce (15 CFR Parts 730-
774), which prohibit the export of the Software without a license or an
applicable license exception. Distributor shall abide by all U.S. government
export restrictions, including but not limited to the Export Administration
Regulations. Without limiting the foregoing, Manager shall not directly or
indirectly export or re-export the Software outside of the United States or
Canada, or to any person or entity subject to U.S. government export
restrictions.
b) Headings. The section headings are for convenience of reference only
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and shall in no way affect the interpretation of this Agreement.
c) Press Release. Except as required by law or as expressly set forth
------------------
herein, the Manager shall not make any public statement, press release or other
announcement relating to the terms or existence of this Agreement, or the
business relationship of the parties, without the prior written consent of the
Client.
d) Force Majeure. Neither party will be liable for any failure or delay
------------------
in its performance under this Agreement due to causes which are beyond its
reasonable control, including Client's failure to obtain or maintain any
necessary governmental approval required in connection with the performance of
its obligations hereunder.
e) No Waiver; Modifications. No amendment or modification of this
-----------------------------
Agreement, nor any waiver of any rights, will be effective unless assented to in
writing by the party to be charged, and the waiver of any breach or default will
not constitute a waiver of any other right hereunder or any subsequent breach or
default.
f) Assignment. Neither party shall assign this Agreement or any of its
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rights or duties under this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld or delayed;
provided however, that either party may assign its rights and obligations
hereunder in the event of a change of control or sale of all or substantially
all of its assets related to the Agreement, whether by merger, reorganization,
operation of law, or otherwise. Subject to the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of both parties, their
successors, administrators, heirs, and permitted assigns. Use of the Network by
Manager to distribute the Software shall not constitute an assignment as set
forth above.
g) Severability. In the event that any provision of this Agreement is
-----------------
determined to be invalid, illegal or unenforceable by a court of competent
jurisdiction, the remainder of the Agreement shall remain in full force and
effect without said provision, and the parties shall negotiate, in good faith,
an enforceable substitute provision that most nearly effects the parties' intent
in entering into this Agreement.
h) Non-solicitation. The parties hereto agree that, during the Term and
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for a period of six (6) months from the date of termination of this Agreement
for any reason, they will not solicit for employment any employee or consultant
of the other party, without the prior written consent of that party. The
foregoing provision will not prohibit general advertising that is not
specifically directed to an employee or consultant of the other party.
i) Counterparts. This Agreement may be executed in counterparts
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(including facsimile), each of which so executed will be deemed to be an
original and such counterparts together will constitute one and the same
agreement.
j) Entire Agreement. This Agreement constitutes the complete and
----------------------
exclusive understanding and agreement of the parties relating to the subject
matter hereof and supersedes all prior or contemporaneous understandings,
agreements, and communications, and/or advertising with respect to said subject
matter.
IN WITNESS WHEREOF the parties hereto have executed this Agreement this
15th day of May, 2000 ("Effective Date").
----
CYDCOR LIMITED XXXXXX.XXX INC.
By: /s/ Xxxx Xxxx By: /s/ Xxxx Xxxxxx
----------------------------- -------------------------------
Name: Xxxx Xxxx Name: Xxxx Xxxxxx
--------------------------- -----------------------------
Title: Vice President Title: Sr. VP Business Development
-------------------------- ----------------------------
EXHIBIT A
---------
FORM OF APPLICATION
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EXHIBIT B
---------
DISTRIBUTION SCHEDULE
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A minimum of *** metropolitan areas, with a minimum of *** independent
distributors per area by the end of the **** day period following the Effective
Date. The parties intend to add additional areas and independent distributors
upon mutual agreement.
[*] Confidential information has been omitted and separately filed with the
Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
EXHIBIT C
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FORM OF VERIFICATION SERVICE REPORT
-----------------------------------
As a vital element of partnership agreements, Xxxxxx.xxx will work with the
partner organization to create metrics reports that identify business activity
related to the partnership. In order to facilitate this activity, the partner
organization will need to provide potential customer information contained in
their lead or business prospect sheets. This information should both be
provided on a regular basis and it should be sent via FTP to xxx.xxxxxx.xxx
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(the particular file format for data submission is discussed below). In order to
provide the partner with access to the Xxxxxx.xxx FTP site, Xxxxxx.xxx will need
to receive the organization's static IP address. Once the IP address is
received, a login password will be provided to the contact within the partner
organization. A folder will also be created at the xxx.xxxxxx.xxx site to
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allow the partner to forward the files required to process these reports. A
listing of the requested information and an explanation of the "Field Names"
column are provided below:
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Field Name Entry Type Character Length Default Value
--------------------------------------------------------------------------------
[Sales Date] [date] (50) NULL
--------------------------------------------------------------------------------
[MarketingPartner] [varchar] (50) NULL
--------------------------------------------------------------------------------
[MarketingAgent] [varchar] (50) NULL
--------------------------------------------------------------------------------
[CompanyName] [varchar] (75) NULL
--------------------------------------------------------------------------------
[FirstName] [varchar] (75) NULL
--------------------------------------------------------------------------------
[LastName] [varchar] (75) NULL
--------------------------------------------------------------------------------
[Address] [varchar] (75) NULL
--------------------------------------------------------------------------------
[City] [varchar] (75) NULL
--------------------------------------------------------------------------------
[State] [varchar] (2) NULL
--------------------------------------------------------------------------------
[ZIP] [varchar] (10) NULL
--------------------------------------------------------------------------------
[Phone] [varchar] (50) NULL
--------------------------------------------------------------------------------
[Fax] [varchar] (50) NULL
--------------------------------------------------------------------------------
[Email] [varchar] (255) NULL
--------------------------------------------------------------------------------
[Username] [varchar] (50) NULL
--------------------------------------------------------------------------------
The first two fields relate to the partner organization directly.
"MarketingPartner" is always the company name (i.e. if the name of the company
is Internet Marketing, the corresponding "MarketingPartner" entry would be
"InternetMarketing"), and the "MarketingAgent" field would always be the
partner's Account Executive name or number assigned to this particular client
(i.e. if the Account Executive's name is Xxx Xxxxx and her agent number is, then
the entry would be either "LizSmith" or "CA0114"). The remaining fields identify
the client-specific data required to track information within the Xxxxxx.xxx
system. The "CompanyName" is the partner's client company name,
and the additional fields all relate to that particular client ("FirstName",
"LastName", "Address", "City", "State", "ZIP", "Phone", "Fax", "Email" and "User
Name").
Due to a variety of data format requirements within Xxxxxx.xxx, the information
that is forwarded for this report process must be provided in tab-delimited,
ACSII format only. Any embedded tabs, carriage returns or line feeds must be
removed to insure that Xxxxxx.xxx can process the vendor's lead list. Vendors
should provide a file using the following naming convention:
PartnerNameLeadsYYYYMMDDHH.txt.
As an example, suppose that Xxxxxx.xxx has a partnership agreement with a
company called "Internet Marketing". In this example, "Partner Name" would be
"InternetMarketing". For further illustration of this file naming convention, a
file submitted to Xxxxxx.xxx by Internet Marketing on June 1, 2000 at 2:00pm
would be named "InternetMarketingLeads2000060114.txt".
Please note that improperly named files or files sent in a format other than
tab-delimited would not be accepted by the system and would inhibit partnership
report generation.
EXHIBIT D
PAYMENT SCHEDULE
*****
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[*] Confidential information has been omitted and separately filed with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
