Consumer Net Marketplace Inc Sample Contracts

Consumer Net Marketplace Inc – NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT (January 11th, 1999)

NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT This is to confirm that each of the named signatories, separately and individually and their associates hereby agree that his/her corporation(s), division(s), employees, agents and/or consultants will not disclose, make contact with or otherwise be involved in any transaction involving that certain proprietary information and/or client(s), merchant(s), customer(s) has been disclosed by the following companies; Consumers On-Line Development Group, Inc., C.O.L.D. Consumer Net Partners C.N.P. Consumer Net Marketplace C.N.M. CNM Network C.N.M.N. SportCenter Partners S.C.P. SportCenter On-Line S.C.O.L. hereinafter referred to as the "THE COMPANIES", which is hereby made a part hereto this agreement, without

Consumer Net Marketplace Inc – MASTER LEASE AGREEMENT (January 11th, 1999)

MASTER LEASE AGREEMENT No. _______________ This Master Lease Agreement (the "MLA") is entered into by and between Ascend Credit Corporation ("Lessor"), having its principal place of business at 1701 Harbor Bay Parkway, Alameda, CA 94502 and CONSUMER NET MARKET PLACE, INC. ("Lessee"), having its principal place of business at 1900 Los Angeles Ave., 2nd Floor, Simi Valley, CA 93065. 1. LEASE AGREEMENT. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment (the "Equipment") referenced in each of the Schedules (the "Schedule" or "Schedules") which incorporate this MLA therein (the "Lease"). 2. TERM. Each Lease shall be effective upon the execution of the MLA and the related Schedule by the Lessor and the Lessee. The lease term (the "Lease Term") of the Equipment referenced in each of the Schedules shall commence on the rent commencement date specified in eac

Consumer Net Marketplace Inc – SUBSCRIPTION AGREEMENT (January 11th, 1999)

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING; SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. CONSUMER NET MARKETPLACE, INC. SUBSCRIPTION AGREEMENT Consumer Net Marketplace, Inc. 1900 Los Angeles Street, Second Floor Simi Valley, California 93065 Attention: Fredrick Rice, President 1. SUBSCRIPTION. The undersigned desires to purchase the number of shares of Series 1 Class A Common Stock, no par value (the "Common Stock"), of Consumer Net Marketplace, Inc., a California corporation (the "Corporation"), as provided in SECTION 2 hereof. The undersigned agrees to be bound by all of the terms and provisions of the offering of the Common Stock as described herein, and acknowledges that the Corporation will be relying on the information and representations with respect to it set forth herein in determining whether an investment in the Common Stock is suitable for it and whether

Consumer Net Marketplace Inc – STOCK OPTION AGREEMENT (January 11th, 1999)

AMENDMENT TO STOCK OPTION AGREEMENT FOR DIRECTORS, OFFICERS, AND EMPLOYEES OF AND KEY CONSULTANTS TO CONSUMER NET MARKETPLACE, INC. 9. ACCELERATED VESTING OF OPTIONS. The vesting of all unvested Options granted to the Optionee under the Plan accelerates to a date at least ten (10) business days immediately prior to the closing of an extraordinary transaction described below, in the event that the Company or its shareholders sell all or substantially all of the Company's assets, merges with another company, is acquired by another company, sells a controlling interest in the voting stock of the Company, or enters into a similar business combination or extraordinary transaction with another entity or person. The exercise of Options the vesting of which has accelerated pursuant to this Amendment shall not be effective until the closing date of an above-referenced extra

Consumer Net Marketplace Inc – STOCK OPTION PLAN (January 11th, 1999)

AMENDMENT TO STOCK OPTION PLAN FOR DIRECTORS, EXECUTIVE OFFICERS, AND EMPLOYEES OF AND KEY CONSULTANTS TO CONSUMER NET MARKETPLACE, INC. The following provision is hereby added as Section 19 of the Stock Option Plan for Directors, Executive Officers, and Employees of and Key Consultants to Consumer Net Marketplace, Inc. (the "Plan"): 19. ACCELERATED VESTING OF STOCK OPTIONS. Notwithstanding anything else in the Plan to the contrary, all outstanding Options and Options granted after the adoption of this Amendment to any officer, director, or employee which have not vested will accelerate to a date at least ten (10) business days prior to the closing date of a sale by the Company of all or substantially all of its assets, a merger of the Company with another company, the sale of more than 50% of the total issued and outstanding voting stock of

Consumer Net Marketplace Inc – ISP Customer Agreement for TeleSpeed-SM- Services (January 11th, 1999)

[LOGO] COVAD Covad Communications Company and Consumer Net Marketplace, Inc. "CNM Network" ISP Customer Agreement for TeleSpeed-SM- Services Version 4.0 Rev 2.2 Dated: 12/31/98 -------- This document is for use solely by customers of Covad Communications. It should not be discussed, shown or referred to outside the customer organization without prior approval from Covad. COVAD/CNM ISP CUSTOMER AGREEMENT Dated: 12/31/98 -------------------------------------------------------------------------------- Covad Communications Company ("Covad") is pleased to bring CNM Network ("Customer") this offer for Cova

Consumer Net Marketplace Inc – FACILITY AGREEMENT (October 8th, 1998)

FACILITY AGREEMENT FOR EQUIPMENT PLACEMENT I. Parties: This Agreement, entered into as of, AUGUST 19, 1998, is made by and between CARD SERVICES (herein called "Facility Provider") and Consumer Net Marketplace, Inc., (herein called "Equipment Owner"). II. Premises: Facility Provider hereby grants to Equipment Owner no less than ______________ square feet for the placement of rack mounted switching equipment which Equipment Owner may reconfigure at its discretion, in the premises located at 3037 GOLF COURSE DR. #4, in the City of, VENTURA, in the County of, VENTURA, in the State of, CALIFORNIA, as more particularly described in Exhibit____. III. Term: This Agreement shall run in concurrent 12 month periods and shall automatically be renewed on an annual basis unless terminated by either party, by written notification to the other party at least 90 days prior to any termination

Consumer Net Marketplace Inc – ARTICLES OF INCORPORATION (October 8th, 1998)

ARTICLES OF INCORPORATION OF CONSUMER NET MARKETPLACE ONE: The name of this corporation is CONSUMER NET MARKETPLACE. TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. THREE: The name and address in the State of California of this corporation's initial agent for service of process is: ROBERT E. SUTTLE, Attorney at Law, 7355 Topanga Canyon Boulevard, Suite 201, Canoga Park, California 91303. FOUR: This corporation is authorized to issue only one class of shares of stock, and the total number of shares which this corporation is authorized to issue is Twenty Million (20,00

Consumer Net Marketplace Inc – DISTRIBUTION AGREEMENT (FOR ISP) (October 8th, 1998)

FREEWARE AND DEMONSTRATION SO DISTRIBUTION AGREEMENT (FOR ISP) (LIMITED) THIS FREEWARE AND DEMONSTRATION SOFTWARE DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of June 19th, 1998 by and between QUALCOMM Incorporated, a Delaware corporation ("QUALCOMM"), with its principal place of business located at 6455 Lusk Boulevard, San Diego, California 92121-2779, and CNM, Inc. ("DISTRIBUTOR"), with regard to the following facts: WHEREAS, QUALCOMM makes available to the public a freeware version of Eudora Software Products under the name EUDORA LIGHT-Registered Trademark- and a 30-Day Demonstration Copy of Eudora Pro with the understanding that the same are not fully supported by QUALCOMM and subject to the requirement that the same shall not be sold or redistributed on a commercial basis by third parties except as specifically permitted in writing by QUALCOMM; and WHEREAS, DISTRIBUTOR

Consumer Net Marketplace Inc – LEASE (October 8th, 1998)

LEASE BETWEEN LEVITT, LEVITT & LIJGASH (-Landlord-) and CONSUMER NET MARKETPLACE ("Tenant") TABLE OF CONTENTS BASIC LEASE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .Iv 1. PREMISES 1.1 Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Landlord's Reserved Rights . . . . . . . . . . . . . . . . . . . . 1 2. TERM 2.1. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.2. Early Possession . . . . . . . . . . . . .

Consumer Net Marketplace Inc – SERVICE AGREEMENT (October 8th, 1998)

SERVICE AGREEMENT This Service Agreement (the "Agreement") is made as of this 10th day of May 1996 by and between Consumer Net Marketplace, Inc., a California corporation ("CNM"), Consumer Net Partners, a California general partnership, and Consumers On-Line Development, Inc., a California corporation (collectively "CNP-COLD") with respect to the following facts: RECITALS -------- A. Consumer Net Partners ("CNP") is engaged in the business of developing, financing, and overseeing the Consumer Net Marketplace electronic shopping mall on the Internet (the "CNM Shopping Mall"). B. Consumers On-Line Development, Inc. ("COLD") is engaged in the business of managing and overseeing the development, creation, establishment, and marketing of the CNM Shopping Mall. C. Consumer Net Marketplace, Inc. ("CNM") is engaged in the business of developing, op

Consumer Net Marketplace Inc – STOCK OPTION PLAN (October 8th, 1998)

CONSUMER NET MARKETPLACE, INC. STOCK OPTION PLAN FOR DIRECTORS AND EMPLOYEES OF AND KEY CONSULTANTS TO CONSUMER NET MARKETPLACE, INC. 1. PURPOSE. The purpose of this Stock Option Plan is to promote the interests of Consumer Net Marketplace, Inc. ("Company") and its shareholders by enabling it to offer stock options to better attract, retain, and reward directors and employees of and key consultants to the Company and any other future subsidiaries that may qualify under the terms of this Plan. The goal is to strengthen the mutuality of interests between those persons and the shareholders of the Company by providing those persons with a proprietary interest in pursuing the Company's long term growth and financial success. 2. DEFINITIONS. For

Consumer Net Marketplace Inc – STOCK OPTION AGREEMENT UNDER THE (October 8th, 1998)

STOCK OPTION AGREEMENT UNDER THE CONSUMER NET MARKETPLACE, INC. STOCK OPTION PLAN This Stock Option Agreement (the "Agreement") is dated as of _______, 1998, by and between Consumer Net Marketplace, Inc., a California corporation (the "Company"), and ___________ (the "Optionee") pursuant to the Company's Stock Option Plan for Directors, Employees and Key Consultants to Consumer Net Marketplace, Inc. and its Subsidiaries (the "Plan"). For purposes of this Agreement, references to "Company" include its Parent and Subsidiaries (as those terms are defined in the Plan). Pursuant to authorization by the Committee of the Plan (the "Committee") appointed by the Board of Directors of the Company, the parties agree as follows: 1. GRANT OF OPTION. The Company hereby grants to the Optionee the right (the "Option") to purchase all or any portion of twenty thousand

Consumer Net Marketplace Inc – STANDARD OFFICE LEASE-GROSS (October 8th, 1998)

STANDARD OFFICE LEASE-GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC LEASE PROVISIONS (" Basic Lease Provisions") 1.1 PARTIES: This Lease dated, for reference purposes only, May 28, 1998 is made by and between Edwin S. Johnston Company (therein called "Lessor") and Fred Rice doing business under the name of Consumer Net Marketplace herein called "Lessee"). 1.2 PREMISES: Suite Number(s) 107, 1st floors, consisting of approximately 818 feet more or less, as defined in paragraph 2 and as shown on Exhibit "A" hereto (the "Premises"). 1.3 BUILDING: Commonly described as being located at 320 West Wilson Avenue in the City of Glendale County of Los Angeles Stale of California as more particularly described in Exhibit A hereto and as defined in paragraph 2. 1.4: USE: General Office subject to paragraph 6. 1.5 TERM: One Year commencing June 1, 1998 ("Commencement Date") and end

Consumer Net Marketplace Inc – PROMISSORY NOTE (October 8th, 1998)

PROMISSORY NOTE $500,000 December 31, 1997 Simi Valley, California FOR VALUE RECEIVED, CONSUMER NET MARKETPLACE, INC., a California corporation (the "Maker") hereby promises to pay to the order of Consumer Net Partners, a California general partnership (the "Payee"), the principal sum of Five Hundred Thousand Dollars ($500,000) on demand. 1. REPAYMENT. This Note is payable on demand. Payments made by the Maker shall be allocated first against advances made to the Maker by Consumer Net Partners and second, to the purchase price paid by the Maker to the Payees for the Assets as defined in that certain Assignment, dated December 31, 1997, by and between the Payee, as the assignor, and the Maker, as the assignee. 2. SECURITY. This Note is unsecured. 3. DEFAULT. Maker shall be deemed to

Consumer Net Marketplace Inc – CONSULTING AGREEMENT (October 8th, 1998)

CONSULTING AGREEMENT AN AGREEMENT BETWEEN Comat System Solutions Private Limited, India having its office at 1-1/8, 2nd Main, 11th Cross, Vyalikaval, INDIA, AND CNM Network, 1900 Los Angeles Avenue, 2nd Floor, Simi Valley, CA 93605 to produce a work tentatively Provisioning System Whereas, CNM wishes to engage Comat's services as specified herein, and Comat is ready, willing and able to undertake the rendition of services. Now, Therefore, in consideration of the mutual agreements herein contained, the parties agree as follows: 1 OWNERSHIP 1.1 CNM will copyright the Provisioning System in its own name in conformity with copyright law and with the laws of other countries as necessary. CNM will have complete and exclusive right of ownership of the product and all the associated programs, source code, and the data developed for the purpose. 1.2 Comat agrees to assign and does hereby assign CNM

Consumer Net Marketplace Inc – CONTRACT FOR OUTDOOR POSTER ADVERTISING (October 8th, 1998)

CONTRACT FOR OUTDOOR POSTER ADVERTISING STANDARD TERMS 1.0 RELATIONSHIP OF PARTIES 1.1 Agency is acting as agent for a disclosed principal, the Advertise named on the face hereof ("Advertiser"). (a) Agency will be liable for the payment of sums due hereunder and Company will look solely to Agency for the payment thereof, unless and until Agency becomes delinquent in its payments to Company, or insolvent, at which time, without relieving the Agency of liability until Company is paid in full, Advertiser will be liable jointly and severally to Company on all unpaid billings (excluding advertising Agency commissions). (b) Nothing herein contained relating to the payment of billings by Agency will be construed so as to relieve Advertiser of, or diminish Advertiser's liability for, breach of its obligations hereunder. 1.2 If this contract is with a media buying service, all references herein to Agency will apply to

Consumer Net Marketplace Inc – ARTICLES OF INCORPORATION (October 8th, 1998)

AMENDMENT TO ARTICLES OF INCORPORATION OF CONSUMER NET MARKETPLACE, INC. The undersigned, Fredrick Rice, being the President of Consumer Net Marketplace, Inc. (the "Corporation"), and Laura D. Murtagh, being the Secretary of the Corporation, hereby certify that: 1. They are the President and Secretary, respectively, of the Corporation. 2. The Articles of Incorporation of the Corporation are hereby amended as follows: Article THIRD is hereby amended and restated to read as follows: THIRD: The Corporation is authorized to issue two basic classes of shares. One class shall be designated as common stock and one class shall be designated as preferred stock. The total number of common shares which this corporation is authorized to issue is fifty-one million (51,000,000), of which fifty million (50,000,000) shares sh

Consumer Net Marketplace Inc – SALES AGREEMENT (October 8th, 1998)

SALES AGREEMENT This Agreement ("Agreement"), effective 3/4/98, is between PACIFIC BELL INTERNET SERVICES, a California corporation ("PBI") and CNM NETWORK ("CUSTOMER"). This Agreement sets forth the terms and conditions under which PBI shall provide Internet Access Services (hereinafter "Services") to Customer. SECTION I 1. TERMS OF THE SERVICE A. Service will commence on the Service Activation Date and will continue for the term specified in the applicable Sale Order. The term of the Service shall automatically renew on a month to month basis on the terms and conditions set forth herein, unless the terminating party delivers to the other party sixty days advance written notice of termination. Upon renewal under this provision, the price to Customer will be as stated in PBI's price list in effect at the time of renewal for month to month Service. B. The Service Activation Date shall be the date Customer has connectivity over

Consumer Net Marketplace Inc – STOCK OPTION AGREEMENT (October 8th, 1998)

STOCK OPTION AGREEMENT FOR CONSUMER NET MARKETPLACE, INC. THIS STOCK OPTION AGREEMENT (the "Agreement") is dated as of December 31, 1997, by and between Consumer Net Marketplace, Inc., a California corporation (the "Company"), and Consumer Net Partners, a California general partnership (the "Optionee"). 1. GRANT OF OPTION. The Company hereby grants to the Optionee the right (the "Option") to purchase all or any portion of two hundred and fifty thousand (250,000) shares (the "Shares") of the Class B Common Stock of the Company (the "Common Stock") at a purchase price of $0.50 per share (the "Option Price"). 2. TERM OF AGREEMENT. This Agreement shall terminate three (3) years from the date first above written. 3. EXERCISABILITY. The Option shall vest and be exercisable commencing upon the date first above written and continuing during the entire term of

Consumer Net Marketplace Inc – ISP CUSTOMER AGREEMENT FOR TELESPEED SERVICES (October 8th, 1998)

COVAD COMMUNICATIONS COMPANY ISP CUSTOMER AGREEMENT FOR TELESPEED SERVICES Covad Communications Company ("Covad") is pleased to bring to __________________ ("Customer") this offer for Covad's TeleSpeed-TM- service. TeleSpeed service is a high-speed telecommunication service for Customer's small business Internet access client ("Clients"). The terms of this agreement are as follows: - Customer hereby contracts for Covad's TeleSpeed service to the premises of each Customer Clients ("Client TeleSpeed Circuits") for one year commencing on the Covad billing date of each Client TeleSpeed Circuit. Customer shall pay for, and Covad shall install, Covad's TeleSpeed service in accordance with and subject to the terms of this offer, as well as the terms and conditions set forth herein, which are incorporated by reference ("Terms and Conditions"). - Customer shall provide Covad with addr