EXHIBIT 10.11
December 27, 1999
CONFIDENTIAL ALLIANCE MEMBER CANCELLATION AGREEMENT
This agreement between 24/7 MAIL, with it's principal place of business at 0000
XXXXXXXX, XXX XXXX, XXX XXXX 00000 together with its affiliates, assignors and
successors (collectively, "24/7 Media") and XXXXXX.XXX with it's principal place
of business at 0000 XXXXXXXXX XXXXXXXXX, XXXXXXXXX XXXXX, XX 00000 together with
its affiliates, subsidiaries and successors (collectively, the "Company") is
made and entered into this [2nd] of August, 1999 (the "Effective Date").
1. UNDERSTANDING: The Company and 24/7 Mail have entered into a
Database management and Database Marketing Agreement dated
[2nd] day of August, 1999 ("Alliance Agreement"). 24/7 Mail
and the Company will use best efforts in employing high
quality standards to ensure consumer satisfaction with respect
to all consumer marketing initiatives ("Best Efforts
Practices")
2. CANCELLATION: In the event that the 24/7 Mail and the Company
use Best Efforts Practices and the Company provide material
evidence of negative consumer sentiment with respect to email
marketing initiatives to 24/7 Mail, 24/7 Mail will immediately
terminate data acquisition, database management, and direct
marketing programs associated with the Company. 24/7 Mail
agrees to return the Company database within 14 days of such
termination.
3. CANCELLATION WITHOUT CAUSE: In the even that the 24/7 Mail and
the Company use Best Efforts Practices and the Company does
not provide material evidence of negative consumer sentiment
with respect to its email marketing initiatives to 24/7 Mail
or any material cause which would facilitate termination, 24/7
Mail would allow the Cancellation of the Alliance Agreement
two years after the effective date (the "Initial Term") under
the following terms and condition: (i) 24/7 Mail will
discontinue to market Company data according to the terms and
conditions of the "Alliance Agreement", (ii) 24/7 Mail will
return all Company data to the Company and, delete all Company
files from the 24/7 Mail database within 14 days following the
termination of this agreement.
4. EXCLUSIVITY: The Company shall grant to 24/7 Mail an exclusive
agreement (inclusive of list management, brokers of data, and
compiled databases) to collect, manage, and market end-user
information for the Company. The term of this agreement shall
commence upon execution of this agreement and shall end two
years after the Effective Date (the "Initial Term") unless
renewed.
5. CONFIDENTIALITY: The Company agrees to maintain strict
confidentiality regarding the terms and conditions of this
agreement. The Company further agrees that it will not
disclose or communicate any information relating to this
agreement to other Alliance Members, suppliers, customers,
affiliates, or any other party accept as required by law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
24/7 Mail eDiets
By: By:
Title: Title:
Date: Date:
