Exhibit 3.24
TERMINATION AGREEMENT
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This Termination Agreement (the "Termination Agreement"), dated as of
March __, 1999, is made and entered into by and between America Online, Inc.
("AOL"), with offices located at 00000 XXX Xxx, Xxxxxx, Xxxxxxxx 00000, and
Internet Liquidators International, Inc. ("IL"), a _______ corporation with
offices located at 0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000 (AOL and
IL are referred to herein individually as a "Party" and collectively as the
"Parties").
INTRODUCTION
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WHEREAS, AOL and IL are parties to an Interactive Marketing Agreement
dated as of November 1, 1997 (the "Agreement"); and
WHEREAS, IL has requested that AOL agree to terminate the Agreement
and enter into a new contract with IL with substantially different terms; and
WHEREAS, AOL and IL will enter into an Advertising Insertion Order
reflecting such substantially different terms simultaneously with execution of
this Termination Agreement;
NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Termination Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, AOL and IL hereby agree
to terminate the Agreement in accordance with the following terms and
conditions:
TERMS
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1. TERMINATION.
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AOL and IL hereby agree to terminate the Agreement as of March ___,
1999. This termination shall be subject to survival of those terms expressly
identified for survival in the Agreement. This Termination Agreement shall not
constitute a waiver by either Party of any claims which may exist, now or in the
future, pursuant to the Agreement.
2. GENERAL PROVISIONS.
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2.1 Further Assurances. Each party shall take such further action
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(including, but not limited to, the execution, acknowledgment and
delivery of documents) as may reasonably be requested by the other
party in order to facilitate the implementation and performance of
this Termination Agreement.
2.2 Confidentiality. Neither party shall disclose the existence of this
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Termination Agreement or the terms hereof without the prior approval of the
other party except: (i) as may be required by law, regulation, or court order,
or rules or regulations of any securities exchange; or (ii) in the case of
confidential disclosures on a need to know basis to employees, consultants,
counsel, accountants, investors or other professional advisers of the party and
its affiliates.
2.3 Entire Agreement. This Termination Agreement is the entire agreement
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between the parties regarding the subject matter contained herein. It
supersedes, and its terms govern, all prior proposals, agreements, or
other communications between the parties, oral or written, regarding
the subject matter contained herein. This Termination Agreement shall
not be modified or amended unless done so in a writing signed by
authorized representatives of both parties.
2.4 Applicable Law. This Termination Agreement shall be interpreted,
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construed and enforced in all respects in accordance with the laws of
the Commonwealth of Virginia, except for its conflicts of laws
principles.
2.5 Construction. In the event that any provision of this Termination
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Agreement conflicts with the law under which this Termination
Agreement is to be construed or if any such provision is held invalid
by a court with jurisdiction over the parties to this Agreement, such
provision shall be deemed to be restated to reflect as nearly as
possible the original intentions of the parties in accordance with
applicable law, and the remainder of this Termination Agreement shall
remain in full force and effect.
2.6 Counterparts. This Termination Agreement may be executed in
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counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document.
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of
the date first above written.
AMERICA ONLINE, INC. INTERNET LIQUIDATORS INTERNATIONAL, INC.
By: _______________________________ By: _______________________________
Print Name: ________________________ Print Name: ________________________
Title: ______________________________ Title: ______________________________
