FULFILLMENT SUPPLY AGREEMENT
This Fulfillment Supply Agreement (the "Agreement") is made and entered
into as of August 24, 1999, between INTERNET INFINITY, INC. ("Internet Infinity,
Inc."), and XXXXXX BOOK COMPANY ("Xxxxxx Book").
A. Internet Infinity, Inc. intends to maintain an electronic
commerce site "Web Store" on computer systems owned and operated
by Internet Infinity, Inc., utilizing the World Wide Web service
to sell various book products (the "Products"). Products consist
of items purchased by Internet Infinity, Inc.'s customers from
Internet Infinity, Inc.'s Web Store. Internet Infinity, Inc. may
also seek supply of Products under this Agreement for its
customer orders received from sources other than its Web Store.
X. Xxxxxx Book is in the business of providing Products and will
accept Product orders from Internet Infinity, Inc. under this
Agreement.
C. Internet Infinity, Inc. desires that Xxxxxx Book provide Products
on the terms and conditions set forth herein.
AGREEMENT
In consideration of the mutual agreements contained herein, the parties
agree as follows:
1. SERVICES TO BE RENDERED. Xxxxxx Book agrees to process at
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its facilities ("Facility") Internet Infinity, Inc. customer orders for
Products, which will include the following:
1.1 Order Processing. Internet Infinity, Inc. has established
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an account with Xxxxxx Book. Terms of sale will be pursuant to Xxxxxx
Book's standard published terms. Xxxxxx Book will accept electronic customer
orders submitted by Internet Infinity, Inc., in Xxxxxx Book's standard FTP
format. Internet Infinity, Inc. will be responsible for the completeness of
information conveyed in the electronic orders, including shipping charges,
sales taxes, shipping addresses, postal codes, billing addresses, and ISBN
numbers for Products selected by the customer. If the Internet Infinity, Inc.
fails to provide complete or adequate customer information, Xxxxxx Book will
reject the order. Orders will be processed within 24 business hours Monday
through Friday. If the Product is not available Internet Infinity, Inc.
will receive notification from Xxxxxx Book that the order is canceled. Xxxxxx
Book will not be responsible for backorders.
Exhibit 10.4
Page 1 of 4 Pages
Daily, Xxxxxx Book will send an FTP transmission to Internet Infinity, Inc.,
confirming orders that have been completed.
1.2 Delivery. Xxxxxx Book will deliver the Product to Xxxxxx
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Fulfillment Services Inc. ("IFSI") for shipment.
1.3 Returns Processing. Xxxxxx Book will accept returned
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Product from Internet Infinity, Inc. When credit is due Internet Infinity,
Inc.'s account, Xxxxxx Book will issue a credit memo.
2. COMPENSATION FOR PRODUCT. Internet Infinity, Inc. will
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purchase Product from Xxxxxx Book under the terms previously agreed between
Internet Infinity, Inc. and Xxxxxx Book. There are no minimum order requirements
under this Agreement.
3. GENERAL RIGHTS AND OBLIGATIONS OF XXXXXX BOOK. In addition
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to the rights and obligations of Xxxxxx Book set forth elsewhere herein, Xxxxxx
Book will have the following rights and obligations.
3.1 Service. Xxxxxx Book will render the Services required
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hereunder in a professional manner and will provide all personnel and supplies
necessary to fulfill its obligations hereunder.
3.2 Liability. Xxxxxx Book will have no liability to Internet
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Infinity, Inc. under the terms of this Agreement, or for any alleged breach
thereof, for direct, indirect, punitive, consequential, or special damages,
including damages for lost profits.
4. GENERAL RIGHTS AND OBLIGATIONS OF INTERNET INFINITY, INC.
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In addition to the rights and obligations of Internet Infinity, Inc. set forth
elsewhere herein, Internet Infinity, Inc. will have the following rights and
obligations.
4.1 Seller of Products. Internet Infinity, Inc. agrees to be
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the seller of the Products, including for sales and use tax purposes, and will
be responsible for reporting and remitting sales and use taxes to the applicable
authorities.
4.2 Title to Product. Internet Infinity, Inc. will take
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title of product upon Xxxxxx Book's delivery to IFSI.
5. CONFIDENTIALITY. Xxxxxx Book recognizes and acknowledges
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that the names and addresses of Internet Infinity, Inc. customers and
information and records respecting Internet Infinity, Inc. or its customers
maintained by Xxxxxx Book are confidential and constitute valuable and unique
assets of Internet Infinity, Inc.'s business. Xxxxxx Book will maintain such
Exhibit 10.4
Page 2 of 4 Pages
information as confidential. Additionally, in performing its obligations under
this Agreement, Xxxxxx Book or Internet Infinity, Inc. may receive other
confidential information about the other party, which may include but not
be limited to financial information, business plans, technical data, and
identity of Xxxxxx Book's Internet Infinity, Inc.'x. Xxxxxx Books and Internet
Infinity, Inc. will respect the confidentiality of such confidential
information and will make no disclosure thereof to third parties or use it for
its own purposes, except upon written permission of the disclosing party. This
obligation does not apply to any information, which is publicly available.
Xxxxxx Book and Internet Infinity, Inc. will cause its employees to comply with
this section. This section 5 will survive any termination or expiration of this
Agreement.
6. TERM. This Agreement will be effective on the date it is
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executed by all parties and will remain in effect until canceled by a party. Any
party may cancel this Agreement upon 90 days written notice.
7. MISCELLANEOUS.
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7.1 Assignment Binding Effect. With the exception of affiliated
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entities, no party may assign or otherwise transfer this Agreement or any of its
rights and obligations hereunder or any portion thereof without prior written
approval of the other which will not be reasonable withheld. This Agreement will
be binding on and inure to the benefit of Internet Infinity, Inc. and Xxxxxx
Book and their respective permitted successors and permitted assigns.
7.2 Notices. All notices given the parties hereunder relation
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to the terms of this Agreement will be in writing or by telephone confirmed in
writing and will be personally delivered or mailed, by registered or certified
mail, return receipt requested postage prepaid or overnight delivery, addressed
to the respective parties at the addresses of such parties as specified below or
at such address as either party will designate in notice to the other. Notice by
telephone later confirmed promptly in writing will be deemed given at the time
of the telephone call. Send notifications to the following individuals for
communications concerning this Agreement, other than day-to-day business:
INTERNET INFINITY, INC.:
Xxxxxx Xxxxxx, chairman & CEO
000 Xxx Xxxxxxx
Xxxxxxx Xxxxx, XX 00000
XXXXXX BOOK COMPANY:
Xxxxx X. Xxxxxxxx, President
Xxx Xxxxxx Xxxx.
Xx Xxxxxx, XX 00000-0000
Exhibit 10.4
Page 3 of 4 Pages
7.3 Entire Agreement: Waiver. This Agreement sets forth the
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entire understanding of the parties with respect to the subject matter hereof.
No modification or amendment or waiver of any of the provisions of this
Agreement will be effective unless in writing and signed by the party to be
charged.
7.4 Captions. Paragraph headings herein are for convenience
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only and will not affect the construction of this Agreement.
7.5 Governing Law. This Agreement will be governed by the laws
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of the State of Tennessee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
INTERNET INFINITY, INC.
BY: /s/ Xxxxxx Xxxxxx hereunto duly authorized
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Name: Xxxxxx Xxxxxx
Title: Chairman & CEO
XXXXXX BOOK COMPANY
BY: /s/ Xxxxx X. Xxxxxxxx hereunto duly authorized
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Name: Xxxxx X. Xxxxxxxx
Title: President
Exhibit 10.4
Page 4 of 4 Pages
