EXHIBIT 10.12
NETCENTIVES INC.
SUPPLY AGREEMENT
This Supply Agreement (the "Agreement") is entered into between Netcentives
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Inc., a California corporation ("Netcentives") and Mileage Plus Marketing, Inc.,
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acting as agent for Mileage Plus, Inc. ("MPI"), a wholly-owned subsidiary of
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United Airlines, Inc., a Delaware corporation ("United") and shall be effective
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for all purposes as of the date that both parties have executed this Agreement
(the "Effective Date").
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RECITALS
WHEREAS, Netcentives is in a business to provide for the grant of points
redeemable for airline frequent flier miles and other incentives to end-users of
a certain Internet-based program (the "ClickRewards Program");
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WHEREAS, MPI is operating a travel awards program (the "Mileage Plus
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Program") pursuant to which, among other things, certain persons may receive
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frequent flier miles for travel on United and for such other reasons as are
permitted by MPI;
WHEREAS, Netcentives wishes to purchase the right to award Miles (as
hereinafter defined) from MPI and MPI wishes to grant such right to Netcentives
pursuant to the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual
consideration provided for herein, the parties hereto hereby agree as follows:
SECTION 1
DEFINITIONS
For purposes of this Agreement, the following terms shall have the
following meanings:
1.1 "Account" shall mean the Mileage Plus account of a Mileage Plus member
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who is also a Netcentives Member in which Miles balances are maintained by MPI.
1.2 "Confidential Information" means any information, technical data, or
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know-how, including, but not limited to, that which relates to research, product
plans, products, services, Netcentives Members, Mileage Plus Members, customers,
markets, software, developments, inventions, processes, designs, drawings,
engineering, hardware configuration information, marketing or finances of a
party, which is designated in writing to be confidential or proprietary, or if
given orally, is identified as confidential or proprietary at the time of
disclosure or is obviously confidential considering the context in which such
disclosure is made. Confidential Information does not include information,
technical data or know-how which (i) is rightfully in the possession of the
receiving party at the time of disclosure, (ii) prior to or after the time of
disclosure becomes part of the public knowledge of literature other than as a
result of any
Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidential request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
improper inaction or action of the receiving party hereunder, or (iii) is
approved by the disclosing party, in writing, for release by the receiving party
hereunder.
1.3 "Contract Year" means the twelve (12) month period following the
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Effective Date, or any consecutive twelve (12) month period commencing on an
anniversary of the Effective Date thereafter for the duration of the Term.
1.4 "Direct Competitor of Netcentives" means [****]
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1.5 "Limited Exclusivity" means MPI's agreement not to sell the right to
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award Miles to any Direct Competitor of Netcentives. Limited Exclusivity may be
terminated under this Agreement in accordance with the provisions of Section
5.1(c).
1.6 "Mileage Plus Member" means, as of any date during the Term of this
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Agreement, an individual who is a member in good standing of the Mileage Plus
Program.
1.7 "Miles" means the points accrued under the Mileage Plus Program by
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Mileage Plus Members for travel on United or such other reasons as are permitted
by MPI.
1.8 "Netcentives Marks" means the trademarks and logos of Netcentives set
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forth on Exhibit A1 hereto, which exhibit may be changed by Netcentives from
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time to time upon notice to United.
1.9 "Netcentives Member" means, as of any date, an individual who is a
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member in good standing of the ClickRewards Program.
1.10 "United Marks" means the trademarks and logos of United reasonably
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necessary for use by Netcentives in connection with the promotion of the Mileage
Plus Program within the Netcentives Program, including without limitation, the
United logo, the Mileage Plus logo, and the terms United Airlines and Mileage
Plus.
1.11 "Term" has the meaning given it in Section 5.2(a) hereof.
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SECTION II
PURCHASE AND SALE
2.1 Orders.
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(a) General. Netcentives shall deliver instructions to United for
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Miles issuance rights in a format to be mutually agreed upon by the parties,
which orders (i) shall designate the aggregate number of Miles issuance rights
to be purchased, (ii) shall specify the Account or Accounts to which such Miles
are to be credited, and the number of Miles to be credited to each such Account,
and (iii) shall request a minimum of 500 Miles be credited to any Account for
which a credit is requested. United shall credit Accounts designated by
Netcentives within a reasonable time after receipt for an order from
Netcentives, but in any event within fourteen (14) business days thereof. As
long as this Agreement is in effect, United shall not
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
reject any order for Miles crediting of Netcentives for use as incentives in the
ClickRewards program, except in accordance with the terms for Section 3.2 hereof
and/or otherwise in accordance with the published and generally applicable terms
and conditions of the Mileage Plus Program.
(b) Minimum Orders; Price. Netcentives agrees to purchase a minimum
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number of Miles from United as of the dates as set forth on Exhibit B hereto,
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provided however, that in the event that Netcentives has not identified the
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Account or Accounts to which all such Miles are to be credited, such Miles shall
be reserved for future credit to an Account or Accounts as requested by
Netcentives in accordance with this Agreement. Miles reserved for future credit
shall expire upon the earlier of (a) ninety (90) days following the second
anniversary date of the purchase of such Miles by Netcentives, and (b) such date
as Netcentives is no longer entitled to award Miles to Mileage Plus Members
hereunder or under any immediately subsequent agreement between Netcentives and
MPI. Any orders applied against Miles previously reserved for future credit
will be credited on a first-in, first-out basis.
2.2 Payment. All amounts due to MPI shall be paid to United and become
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due and payable: (a) in the case of the minimum payment obligations set forth on
Exhibit B, as of the date set forth thereon, and (b) in the case of any
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additional orders, within thirty (30) days of the receipt by Netcentives of an
invoice for Miles which have been credited to the appropriate Account. Any
payments made by Netcentives to United hereunder shall be non-refundable.
2.3 Taxes. Prices for Miles are net of any and all federal excise taxes
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imposed on the sale of Miles by MPI to Netcentives under this Agreement.
Netcentives is responsible for any and all such taxes.
SECTION III
ADDITIONAL OBLIGATIONS AND REPRESENTATIONS
3.1 Distribution to Netcentives Members. Netcentives shall only request
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that Miles be credited to the Accounts of persons in exchange for their
participation in the ClickRewards Program.
3.2 Distribution to Mileage Plus Members. Netcentives shall only request
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that Miles be credited to the Accounts of Netcentives Members whom Netcentives
believes in good faith to be Mileage Plus Members. To the extent that
Netcentives requests that Miles be credited to a person who is not a Mileage
Plus Member, MPI shall not be obligated to credit such Account, provided
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however, that Netcentives shall not be invoiced for any Miles which are not
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credited to an Account.
3.3 No Resale of Miles. At no time shall Netcentives offer Miles to any
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person for resale, barter or redistribution to a third party.
3.4 Representations of Netcentives. Netcentives represents and warrants
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to MPI that: (a) it has the full corporate right, power, and authority to enter
into this Agreement and perform
the acts required of it hereunder, (b) the execution of this Agreement by
Netcentives, and the performance by Netcentives of its obligations and duties
hereunder, do not and will not violate any agreement to which Netcentives is a
party or by which it is otherwise bound, (c) when executed and delivered by
Netcentives, this Agreement will constitute the legal, valid and binding
obligation of Netcentives, enforceable against Netcentives in accordance with
its terms, and (d) Netcentives will operate the ClickRewards Program and perform
its obligations under this Agreement in accordance with all applicable laws,
governmental regulations and court orders.
3.5 Representation of MPI. MPI represents and warrants to Netcentives
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that : (a) it has the full corporate right, power, and authority to enter into
this Agreement, perform the acts required of it hereunder, (b) the execution of
this Agreement by MPI, and the performance by MPI of its obligations and duties
hereunder, do not and will not violate any agreement to which MPI is a party or
by which it is otherwise bound, and (c) when executed and delivered by MPI, this
Agreement will constitute the legal, valid and binding obligation of MPI,
enforceable against MPI in accordance with its terms. MPI further represents
that it has the authority to allow Netcentives to use the United Marks in
accordance with the terms hereof.
SECTION IV
PROPRIETARY INFORMATION
4.1 Confidential Information. Each party agrees not to use any
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Confidential Information disclosed to it by the other party for its own use or
for any purpose other than to carry out its obligations under this Agreement.
Neither party will disclose any Confidential Information of the other party to
third parties or to employees of the party receiving Confidential Information,
other than employees who are required to have the information in order to carry
out such party's obligations under this Agreement. Each party agrees that it
will take all reasonable measures to protect the secrecy of and avoid disclosure
or use of Confidential Information of the other party in order to prevent it
from falling into the public domain or the possession of persons other than
those persons authorized under this Agreement to have any such information,
including (without limitation) ensuring that recipients of the disclosing
party's Confidential Information adhere to confidentiality terms in content
substantially similar to the terms in this Agreement. Such measures shall
include the highest degree of care that the receiving party utilizes to protect
its own Confidential Information of a similar nature. Each party agrees to
notify the other in writing of any misuse or misappropriation of Confidential
Information of the disclosing party which may come to the receiving party's
attention.
4.2 Publicity. After the execution of this Agreement, Netcentives may, at
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its discretion, issue a press release, in consultation with MPI and United,
which may, among other things, confirm the existence of a relationship between
the parties and state that "Netcentives is the exclusive, Internet, points-based
rewards partner in the United Airlines Mileage Plus Program." MPI and United
may, at their sole discretion, also issue a press release, in a form similar to
that issued by Netcentives. Any such press releases shall be subject to the
prior approval of the non-releasing party, provided that (a) such approval shall
not be unreasonably withheld, and (b) any disapproval shall be provided to the
non-releasing party within two (2)
business days of such request. Upon inquiry from any other party, (a) MPI will
and will cause United to confirm the accuracy of information disclosed by
Netcentives in any of its press releases, which information was provided by MPI
or United, and (2) Netcentives will confirm the accuracy of information
disclosed by MPI or United in any of its press releases, which information was
provided by Netcentives. Netcentives' status as "the exclusive, Internet,
points-based rewards partner in the United Airlines Mileage Plus Program" shall
be deemed to be information provided by both parties. Any other proprietary,
confidential, sensitive or competitive information regarding the relationship
between the parties including the other terms of this Agreement and any other
agreement between the parties shall be considered Confidential Information under
the definition set forth herein.
4.3 Promotion. During the term of this Agreement, and so long as (a)
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Limited Exclusivity is in effect, or (b) Netcentives has purchased or makes a
binding commitment to purchase a total of [***] Miles during the applicable
Contract Year, whether pursuant to Limited Exclusivity commitments as provided
in Exhibit B attached hereto or otherwise, United agrees to promote the
ClickRewards Program by(a) running one newsletter story in its Mileage Plus
Member magazine per calendar year which features the ClickRewards Program, (b)
including the ClickRewards Program in all lists of Mileage Plus partners and
MPI, (c) providing Netcentives with one free insert per calendar year to be
placed in Mileage Plus Member statements (provided that the cost of developing,
producing and shipping such inserts shall be borne by Netcentives), and (d) as
soon as feasible, and at all times thereafter, providing a link from the United
Mileage Plus worldwide web site to the ClickRewards worldwide web home page.
During the term of this Agreement, Netcentives agrees to promote the Mileage
Plus program by providing a link from the ClickRewards worldwide web site to the
United Mileage Plus worldwide web home page and featuring the United Airlines
logo with the ClickRewards web site.
4.4 Additional Marketing Programs. During the term of this Agreement, and
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so long as a) Limited Exclusivity is in effect, or b) Netcentives has purchased
or makes a binding commitment to purchase a total of [***] Miles during the
applicable Contract Year, whether pursuant to Limited Exclusivity commitments as
provided in Exhibit B attached hereto or otherwise, MPI agrees to offer
Netcentives the opportunity to purchase inserts in Mileage Plus Member
statements and advertisements in any Mileage Plus Member magazines on terms and
conditions no less favorable than those offered to similarly situated non-travel
purchasers of Miles from MPI, subject to space availability. Netcentives agrees
to offer MPI the opportunity to purchase advertising on the ClickRewards web
site on terms and conditions no less favorable than those offered to similarly
situated purchasers of advertising from Netcentives, as space is available.
4.5 Trademarks.
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(a) Permission of United. MPI hereby confirms that, by Netcentives'
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signing of this Agreement, United thereby will permit Netcentives to duplicate,
transmit, display and use
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
the United Marks in Netcentives' promotional materials and on its Internet Web
site, during the Term of and in accordance with this Agreement (as extended by
Section 5.2(b)(iii), as appropriate), provided however, that any use of the
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United Marks hereunder shall be only for the purpose of promoting the
ClickRewards Program, shall only be used with regard to the inclusion of Miles
within the ClickRewards Program and only after approval by United of each
different type of use proposed by Netcentives. United shall provide notice of
any disapproval of a use within two (2) business days of such request, and shall
not unreasonably disapprove of any such use.
(b) Permission of Netcentives. Netcentives hereby confirms that, by
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MPI's signing of this Agreement, Netcentives thereby will permit MPI and United
to duplicate, transmit, display and use the Netcentives Marks in MPI's or
United's promotional materials and on its Internet Web site, during the Term of
and in accordance with this Agreement (as extended by Section 5.2(b)(iii), as
appropriate), provided however, that any use of the Netcentives Marks hereunder
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shall be only for the purpose of promoting the ClickRewards Program, shall only
be used with regard to the inclusion of Miles within the ClickRewards Program
and only after approval by Netcentives of each different type of use proposed by
MPI or United. For all approvals pursuant to this Section 4.5(b), Netcentives
shall provided notice of any disapproval within one (1) business day of such
request, and shall not unreasonably disapprove of any such use.
(c) No Ownership. Nothing herein shall be deemed to grant either
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party any ownership interest in the Marks or the Internet web sites of the other
party.
SECTION V
LIMITED EXCLUSIVITY; TERM AND TERMINATION
5.1 Limited Exclusivity.
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(a) Relationship. The parties hereto acknowledge that they shall have
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a relationship of Limited Exclusivity (as defined in Section 1.5) during the
Term of this Agreement. As a result of such relationship:
(i) Following the execution of this Agreement, MPI will not, and
will cause United not to, renew any agreements with a Direct Competitor of
Netcentives for the sale of Miles to such party and will cease selling any
additional Miles to any such party; and
(ii) MPI will not, and will cause United not to, enter into an
agreement to sell any Miles to a Direct Competitor of Netcentives.
(b) Termination of Limited Exclusivity. Either party may terminate
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the obligations of the parties under the relationship of Limited Exclusivity
upon provision of ninety (90) days written notice (the "Notice") to the non-
terminating party, which termination shall have the effects set forth in
subsection (c), below, provided however, that neither party may give such notice
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during the ninety (90) day period beginning on the Effective Date. During the
ninety (90)
day period following the Notice, each of the parties will negotiate with the
other in good faith to determine on what terms and conditions, if any, Limited
Exclusivity may be maintained by the parties during the full term of this
Agreement.
(c) Effect of Termination of Limited Exclusivity. Termination of the
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relationship of Limited Exclusivity between MPI and Netcentives shall not affect
the obligations of the parties under this Agreement except that upon the
termination of the relationship of Limited Exclusivity: (i) immediately upon
receipt of the Notice by the non-terminating party, Netcentives shall no longer
be responsible for meeting the minimum volume purchase requirements as set forth
in Exhibit B, (ii) beginning [***] after receipt of the Notice by the non-
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terminating party, MPI shall be permitted to sell Miles to any third party,
including a Direct Competitor of Netcentives, and (iii) if such Notice is
delivered by MPI, then effective on and after [***] after receipt of the Notice
by Netcentives, [***], as set forth in Exhibit B. Any sales by United or MPI
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to a Direct Competitor of Netcentives prior to the expiration of such Limited
Exclusivity period shall be considered a material breach of this Agreement by
MPI, unless excepted in Section 5.1(a) in accordance with the provisions of this
Section 5.1(c).
5.2 Term and Termination.
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(a) Term and Termination.
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(i) The term of this Agreement shall be three (3) years from the
Effective Date (the "Term"), unless terminated earlier pursuant to this Section
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5.2. This Agreement shall terminate upon the expiration of the Term unless
renewed by the parties hereto in writing.
(ii) If either party defaults in the performance of any material
provision of this Agreement then the non-defaulting party may give written
notice to the defaulting party that if the default is not cured within thirty
(30) days, the Agreement will be terminated. If the non-defaulting party gives
such notice and the default is not cured during the thirty (30) day period, then
the non-defaulting party may terminate the Agreement at the end of that period
unless otherwise agreed in writing by the parties.
(b) Effect of Termination or Expiration. Upon termination of this
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Agreement for any reason whatsoever: (i) MPI will credit all uncredited orders
to the Accounts originally designated by Netcentives; (ii) MPI will continue to
credit any Miles already purchased by Netcentives but not yet credited to
Accounts to such Accounts as are designated by Netcentives in accordance with
the terms of this Agreement until the earlier of one hundred twenty (120) days
from the date on which Netcentives retains award rights for a number of
uncredited Miles less than or equal to the number of Miles requested by
Netcentives for credit during the immediately preceding one hundred twenty (120)
day period or the date upon which there are no such Miles remaining, but in no
event later than 180 days after termination of this Agreement; and (iii) the
term of the license granted to Netcentives under section 4.3(a) shall be
extended until the expiration of the period described in clause (ii) above.
During the period described in clause (ii) above, Netcentives will not request
that more than 20,000 Miles be credited to the Account of a Netcentives Member
other than in the ordinary course of business, consistent with
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
past practice (examples of such actions include, but are not limited to, the
award of Miles pursuant to sweepstakes). Any Miles not awarded by Netcentives as
of the end of the 180 day period shall become void and Netcentives shall forfeit
any such Miles without refund.
(c) Survival. MPI's obligations to credit Accounts in a timely manner
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and Netcentives' obligations to pay MPI all amounts due hereunder, as well as
Sections 4.1 (Confidential Information), 4.2 (Publicity), 4.5(a)(Permission of
United) to the extent provided in Section 5.2(b) above, 4.5(c)(No Ownership),
5.2 (Termination), 6.2 (Indemnification), 6.3 (Notices) and 6.7 (Governing Law)
shall survive termination of this Agreement.
Section VI
Miscellaneous
6.1 Independent Contractors. The relationship of Netcentives and MPI
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established by this Agreement is that of independent contractors, and nothing
contained in this Agreement shall be construed to constitute the parties as
agents, partners, joint venturers, co-owners or otherwise as participants in a
joint or common undertaking.
6.2 Indemnification.
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(a) MPI hereby agrees to indemnify, defend and hold harmless
Netcentives and its respective directors, officers, agents and employees, from
and against any and all third-party claims, losses, damages, suits, judgments,
costs and expenses (including reasonable attorneys' fees and costs) arising out
of or relating to (i) MPI's operation of the Mileage Plus Program including
without limitation, claims by participants in the Mileage Plus Program of MPI's
breach, violation or failure to comply with the terms of the Mileage Plus
Program and (ii) any allegation that Netcentives' permitted use of the United
Marks hereunder infringes a copyright or trademark existing or issued as of the
date of such use, provided in each case that Netcentives promptly notifies MPI
and United in writing of any such claim, gives MPI or United control of the
defense and all related settlement negotiations, and cooperates with MPI and
United in defending or settling any such claim.
(b) Netcentives hereby agrees to indemnify, defend and hold harmless
MPI, United and their respective directors, officers, agents and employees, from
and against any and all third-party claims, losses, damages, suits, judgments,
costs and expenses (including reasonable attorneys' fees and costs) arising out
of or relating to (i) Netcentives' operation of the ClickRewards Program
including without limitation, claims by participants in the ClickRewards Program
of Netcentives' breach, violation or failure to comply with the terms of the
ClickRewards Program and (ii) any allegation that MPI's or United's use
(provided that such use is in accordance with the terms of the then current
style guide of Netcentives governing such use) of the Netcentives Marks licensed
hereunder infringes a copyright or trademark existing or issued as of the date
of such use, provided in each case that MPI or United promptly notifies
Netcentives in writing of any such claim, gives Netcentives sole control of the
defense and all
related settlement negotiations, and cooperates with Netcentives in defending or
settling any such claim.
6.3 Notices. All notices and demands hereunder shall be in writing and
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shall be delivered by personal service or by facsimile, certified or registered
mail, or return receipt express courier to the address of the receiving party
set forth on the signature page of this Agreement, or to any other address of
the receiving party designated by written notice in accordance with this
paragraph.
6.4 Waiver, Amendment and Modification. No waiver, amendment or
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modification of any provision hereof shall be effective unless in writing and
signed by the party against whom such waiver, amendment or modification is
sought to be enforced. No failure by either party to exercise and no delay by
either party in exercising any right, power or remedy with respect to the
obligations secured hereby shall operate as a subsequent waiver of any such
right, power or remedy.
6.5 Assignment. Each of the parties agrees that its rights and
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obligations under this Agreement may not be transferred or assigned directly or
indirectly without the prior written consent of the other party, provided
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however, that such consent shall not be required for an assignment of this
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contract by MPI to its parent corporation or any subsidiary or affiliate of MPI,
or by either party pursuant to a merger, sale of substantially all of its
assets, or sale of all of its outstanding stock. Any violation of this
provision will be cause for immediate termination of this Agreement or, at the
option of the non-assigning party, the non-assigning party may declare the
assignment of any of the rights or obligations under this Agreement null and
void as of the date of the purported assignment. In the event of a valid
assignment of this Agreement, it shall be binding upon and inure to the benefit
of the parties hereto, their successors and assigns.
6.6 Severability. In the event that any of the provisions of this
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Agreement shall be held by a court of competent jurisdiction to be
unenforceable, such provision will be enforced to the maximum extent permissible
and the remaining portions of this Agreement shall remain in full force and
effect. The parties agree to negotiate in good faith a substitute, valid and
enforceable provision that most nearly effects the parties' intent and to be
bound by the mutually agreed substitute provision.
6.7 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California, without reference to
conflict of laws provisions thereof.
6.8 Force Majeure. Neither party shall be responsible for any failure to
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perform (except for payment obligations) due to causes beyond its control,
including but not limited to acts of God, war, riot, embargoes, acts of civil or
military authorities, fire, floods, accidents, strikes, telecommunications
failures, power outages or shortages of transportation facilities, fuel, energy,
labor or materials. A party whose performance is affected by a force majeure
condition shall be excused from such performance to the extent required by the
force majeure condition so long as such party takes all reasonable steps to
avoid or remove such causes of nonperformance and immediately continues
performance whenever and to the extent such causes are removed.
The parties have executed this Supply Agreement as of the Effective Date.
NETCENTIVES INC.
ADDRESS:
000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
/s/ Xxxx X. Xxxxxxxx Facsimile: (000) 000-0000
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Xxxx X. Xxxxxxxx, Chairman
Date: 3/19/98
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Mileage Plus Marketing, Inc. in behalf of
MILEAGE PLUS, INC.
ADDRESS:
World Headquarters - WHQAD
0000 X. Xxxxxxxxx Xxxx
/s/ Xxxxxxxx X. Xxxxx Xxx Xxxxx Xxxxxxxx, XX 00000
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(Signature of Authorized Person) Facsimile: (000) 000-0000
Xxxxxxxx X. Xxxxx
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(Print Name of Signatory)
President, Mileage Plus Marketing, Inc.
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(Print Title of Signatory)
Date: 3/20/98
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EXHIBIT A1
TRADEMARKS OF NETCENTIVES
NETCENTIVES
CLICKREWARDS
CLICKPOINTS
CLICKMILES
INTERNET INCENTIVES NETWORK
NETCENTIVES
CLICKREWARDS
CLICKREWARDS
CLICKREWARDS
ONLINE INCENTIVES NETWORK
CLICKREWARDS
ONLINE INCENTIVES NETWORK
EXHIBIT B
MINIMUM ORDERS; PRICING
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PRICING
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[****]
* The Price per Mile level for all Miles purchased under a given order
will be based on the total dollar value of all orders received by
United from Netcentives during the applicable Contract Year including
all amounts purchased under such order.
+ [***]
VOLUME
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Subject to neither party having delivered notice of termination of Limited
Exclusivity:
(a) Netcentives will purchase [***] in Miles upon the execution
of this Agreement.
(b) Netcentives will purchase [***] in Miles on the date six
months from the Effective Date.
(c) If Netcentives fails to purchase at least [***] in Miles
during the second year of this Agreement (i.e., between March
2, 1999 and March 1, 2000) then on March 2, 2000 Netcentives
agrees to purchase enough Miles from United such that its
aggregate purchases during such year equal or exceed [***]
(d) If Netcentives fails to purchase at least [***] in Miles
during the third year of this Agreement (i.e., between March
2, 2000 and March 1, 2001) then on March 2, 2001 Netcentives
agrees to purchase enough Miles from United such that its
aggregate purchases during such year equal or exceed [***]
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
