Exhibit 10.12
Xxxxxx 00, 0000
Xxxxxxxx Industries, Inc.
000 X.X. 0xx Xxxxxx
Xxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Senior Vice President
Dear Xx. Xxxxxxx:
In consideration of the mutual agreements set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Republic Industries, Inc. ("Republic"), Xxxxxxx X.
Xxxx ("Xxxx") and xxxxxxxx.xxx wish to memorialize the following
understandings and agreements:
1. Xxxx and xxxxxxxx.xxx hereby grant to Republic a Right of
First Negotiation with respect to the conduct of automotive
"clubsites" on xxxxxxxx.xxx, pursuant to the terms of this
paragraph. This means that during the period commencing on the
date hereof and ending six (6) months hereafter, Xxxx and
xxxxxxxx.xxx shall negotiate exclusively with Republic and shall
use their commercially reasonable efforts to reach an agreement
(the "Exclusivity Agreement") with Republic pursuant to which
Republic would be granted exclusive rights to engage in or
conduct an automotive clubsite on xxxxxxxx.xxx.
2. Republic hereby agrees that it shall purchase advertising
from xxxxxxxx.xxx for the three-year period commencing on the
date hereof, upon the terms and conditions set forth in Exhibit 1
hereto. Xxxx and xxxxxxxx.xxx hereby grant to Republic a "most
favored nation" right for a period of three years pursuant to the
terms of this paragraph. This means that during the three-year
period commencing on the date hereof, in the event that
xxxxxxxx.xxx grants a third party the right to advertise on
xxxxxxxx.xxx at a price that is more favorable than the price
offered to Republic, xxxxxxxx.xxx shall offer the more favorable
price to Republic for advertising generally comparable in type
and scope to Republic's advertising on xxxxxxxx.xxx; provided,
however, that xxxxxxxx.xxx shall have no such obligation to offer
Republic such favorable pricing in the context of so-called
short-term, distressed advertising rates. Any amounts paid for
advertising on xxxxxxxx.xxx by Republic pursuant to the
Exclusivity Agreement shall be credited toward Republic's
commitment under this paragraph 2.
If the foregoing accurately reflects our understanding, please
indicate your agreement by executing this letter agreement as indicated
below.
Sincerely,
xxxxxxxx.xxx
By:
------------------------------
Name:
Title:
---------------------------------
XXXXXXX X. XXXX, individually
AGREED AND ACCEPTED:
REPUBLIC INDUSTRIES, INC.
By:
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Senior Vice President
Attachment
Exhibit 1
xxxxxxxx.xxx
Deal Structure
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Term: 3 years
Total Commitment: $ ($ per year)
Start Date: 9/1/98
Components by Year:
Year One:
Integrated Advertising Buy
a) 2.4 (Two million four hundred thousand)
banners/buttons/contextual links per month or 28.8 (twenty-eight
million eight hundred thousand) banners/buttons/links per year to
promote AutoNation sites and product promotion (no third party
with the exception of local dealer network)
b) Monthly "Auto" text impressions on xxxxxxxx.xxx homepage
c) Opt-in Lead Generation of xxxxxxxx.xxx and Auto area pages
d) Monthly inclusion in xxxxxxxx.xxx monthly newsletter
Year Two:
Integrated Advertising Buy
a) Two (2) million banners/buttons/contextual links per month or 24
(twenty-four) million banners/buttons/links per year to promote
AutoNation sites and product promotion (no third party with the
exception of local dealer network)
b) Monthly "Auto" text impressions on xxxxxxxx.xxx homepage
c) Opt-in Lead Generation of xxxxxxxx.xxx and Auto area pages
d) Monthly inclusion in xxxxxxxx.xxx monthly newsletter
Year Three:
Integrated Advertising Buy
a) One million five hundred thousand (1.5) million
banners/buttons/contextual links per month or 18 (eighteen)
million banners/buttons/links per year to promote AutoNation
sites and product promotion (no third party with the exception of
local dealer network)
b) Monthly "Auto" text impressions on
xxxxxxxx.xxx homepage
c) Opt-in Lead Generation of xxxxxxxx.xxx
and Auto area pages
d) Monthly inclusion in xxxxxxxx.xxx monthly newsletter
