1
EXHIBIT 10.18
ADVERTISING AGREEMENT
This Agreement, dated as of April 22, 1999, is made and entered into by
and between Xxxxxx.xxx. Inc. ("Xxxxxx.xxx"), and Xxxx.xxx. Inc. ("Company"),
Xxxxxx.xxx and Company sometimes are referred to collectively as the "Parties"
and individually as a "Party." Xxxxxx.xxx and Company agree as follows:
SECTION 1. DEFINITIONS
"ADVERTISING PLACEMENT" means, [*] or other [*] provided for in Section
2 or Section 3.
"AFFILIATE" means, with respect to either Party, any individual or
entity that directly or indirectly controls, is controlled by or is under common
control with that Party, or which Party beneficially owns at least [*] of the
equity interests therein.
"XXXXXX.XXX SITE" means the Web Site identified by the URL
xxx.xxxxxx.xxx (and any successors or replacements).
"COMPANY SITE" means the Web Site identified by the URL xxx.Xxxx.xxx
(and any successors or replacements).
"CONFIDENTIAL INFORMATION" means non-public information and know-how of
the Disclosing Party which, by the nature of the circumstances surrounding
disclosure, ought in good faith to be treated as proprietary and/or
confidential, or which has been or is designated as proprietary and/or
confidential, including without limitation any information exchanged between the
Parties under Sections 5.2 and 5.3 of this Agreement. Confidential Information
does not include information that the Receiving Party can show: (a) was known by
the Receiving Party prior to disclosure thereof by the Disclosing Party; (b) was
in or entered the public domain through no fault of the Receiving Party; (c) is
disclosed to the Receiving Party by a third party legally entitled to make such
disclosure without violation of any obligation of confidentiality; or (d) is
independently developed by the Receiving Party without reference to any
Confidential Information of the Disclosing Party.
"DISCLOSING PARTY" means a Party that discloses Confidential Information
to the other Party in connection with this Agreement.
"HOME PAGE" means, with respect to a Web Site, the Web page designated
by the operator of the Web Site as the initial and primary end user interface
for the Web Site.
"INTELLECTUAL PROPERTY RIGHT" means any patent, copyright, trademark,
trade dress, trade name or trade secret right and any other intellectual
property or proprietary right.
"JUMP PAGE" means the Web page maintained on the Xxxxxx.xxx Site, by or
for Xxxxxx.xxx. in accordance with Section 2.1.1.
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2
"NEW COMPANY CUSTOMER" means any individual or entity that accesses the
Company site via a hypertext link embedded in any Advertisement Placement on the
Xxxxxx.xxx Site and that either (a) [*] from Company or any or its Affiliates
before leaving the Company Site by any means, or (b) places at least one product
or service [*] or on a shopping list (or similar data construct) or otherwise
identifies, selects or takes other affirmative steps [*] in a manner that is
recorded and maintained on the Company Site, then [*] by any means, and
subsequently [*] and purchases any such identified product or service.
"NEW XXXXXX.XXX CUSTOMER" means any individual or entity that accesses
the Xxxxxx.xxx Site via a hypertext link embedded in any Advertising Placement
on the Company Site and that either (a) [*] from Xxxxxx.xxx or any of its
Affiliates before leaving the Xxxxxx.xxx Site by any means, or (b) places at
least one product or service [*] or on a shopping list (or similar data
construct) or otherwise identifies, selects or takes other affirmative steps to
order a product or service in a manner that is recorded and maintained on the
Company Site, then leaves [*] by any means, and subsequently returns to [*] such
identified product or service.
"RECEIVING PARTY" means a Party that receives Confidential Information
from the other Party in connection with this Agreement.
"TERM" means the term of this Agreement as defined in Section 9.
"WEB SITE" means any point of presence maintained on the Internet or on
any other public data network. With respect to any Web Site maintained on the
World Wide Web or any successor public data network, such Web Site includes all
HTML pages (or similar unit of information presented in any relevant data
protocol) that either (a) are identified by the same second-level domain (such
as xxxx://xxx.xxxxxx.xxx) or by the same equivalent level identifier in any
relevant address scheme, or (b) contain branding, graphics, navigation or other
characteristics such that a user reasonably would conclude that the pages are
part of an integrated information or service offering.
SECTION 2. [*]
2.1 [*]
2.1.1 During the Term, Xxxxxx.xxx will create and maintain a Web
page within the Xxxxxx.xxx Site that contains (a) [*] Xxxxxx.xxx users [*], and
(b) a hypertext link that [*] Xxxxxx.xxx [*] to the [*] of the [*]. The content,
[*] and the [*]-related text and/or graphics contained in the Jump Page will be
solely determined by Xxxxxx.xxx after [*], subject to the implementation process
outlined in Section 4 and the requirements of Section 6.3.
2.1.2 During the Term, Xxxxxx.xxx [*] on the Xxxxxx.xxx Site [*]
from [*] of the [*] to the
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
-2-
3
Jump Page, in accordance with and subject to the terms and conditions of this
Agreement. The [*] links will be determined by Xxxxxx.xxx after [*], subject to
the implementation process outlined in Section 4, and will be limited by, among
other things, the impact on user experience, availability of space and other
business considerations. Notwithstanding anything to the contrary contained in
this Agreement, [*] to place a [*] on the Home Page of the Xxxxxx.xxx Site.
2.1.3 Subject to Xxxxxx.xxx's specific approval, and by way of
example only, [*] (a) certain order confirmation and (b) relevant [*].
2.1.4 If, during the Term, Xxxxxx.xxx creates and maintains an
area within the Xxxxxx.xxx Site that [*] for the Web Sites [*]. Xxxxxx.xxx will
include a [*] in such area of the Xxxxxx.xxx Site. The [*] will be determined by
Xxxxxx.xxx in [*].
2.2 LAUNCH-RELATED PROMOTIONS
2.2.1 Promptly after the execution of this Agreement, Xxxxxx.xxx
and Company will (a) prepare and distribute a press release announcing the
transaction, and (b) [*]. If mutually agreed, [*]. The contents and timing
of the release (or releases) [*], if any, will be mutually agreed by the
Parties. Neither Party will [*], make any other disclosures regarding this
Agreement or its terms [*] without the other Party's prior written consent.
2.2.2 For a period of [*] following the date of this Agreement,
Xxxxxx.xxx will [*] to Company (as established by the Parties based on their
reasonable determination as to [*] and subject to Xxxxxx.xxx's [*]) to assist
Company in the [*] of the [*] contemplated herein and the Company Site.
SECTION 3. OBLIGATIONS OF COMPANY
During the Term, Company will place and maintain [*] of the Company Site
such [*] as Xxxxxx.xxx may [*] to Company, in accordance with and subject to the
implementation process outlined in Section 4 and the other terms and conditions
of this Agreement. The [*] will include a [*] on the Xxxxxx.xxx Site as is [*].
The placement and size [*] will be determined by Company [*], subject to the
implementation process outlined in Section 4, and will be
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
-3-
4
limited by, among other things, the impact on user experience, availability of
space and other business considerations.
SECTION 4. IMPLEMENTATION
4.1 ACCOUNT MANAGERS. Each Party will assign an account manager (which
manager shall be subject to change from time to time by the assigning Party upon
written notice to the other Party) to facilitate coordination of the Parties'
performance of their obligations hereunder (including, without limitation, in
the creation and monitoring of the Advertising Placements).
4.2 COOPERATION. During the Term, the Parties will cooperate in good
faith and use commercially reasonable efforts to (a) establish and implement
procedures and processes for [*] under this Agreement, and (b) [*] in accordance
with such procedures and processes and the terms and conditions of this
Agreement.
4.3 APPROVAL. [*] placed on a [*] will be subject to such [*] prior to
the time the same go live [*]. No such approval will be unreasonably withheld or
delayed.
SECTION 5. [*]
5.1 GENERAL. Except as expressly provided for elsewhere in this
Agreement, each Party will be responsible for all [*] by such Party in [*] under
this Agreement, and the [*] under this Agreement will be provided and undertaken
by the Parties [*].
5.2 [*]. Beginning with the [*] of the Term and for each [*] of the Term
thereafter ("Quarter"), Company will, within [*] after the end of such Quarter,
[*] for each [*] by the Company during the Quarter. Each [*] will be accompanied
by a written statement setting forth the [*] and the Company's calculation of
the [*] for such Quarter. Any [*] by Company [*] under this Section 5.2 will be
[*] equal to [*] for [*] that Xxxxxx.xxx acquires during the Quarter covered by
such [*]. Any [*] when [*] will be subject to a [*] equal [*] per month or the
[*] allowable by [*], [*] is less, determined and [*] from the date due until
the date [*]. Payment of such [*] will not excuse or cure any breach or default
for [*]. In no event will the Company be required to make more [*] to
Xxxxxx.xxx, nor Xxxxxx.xxx be required to [*] made by the Company, during the
Term with respect to any individual or entity that constitutes a [*] or a [*]
Xxxxxx.xxx [*], respectively.
5.3 RECORDS AND AUDIT. Company will maintain complete and accurate
records of [*]. Xxxxxx.xxx will maintain complete and accurate records of [*].
Each Party may, at its expense, [*] no more than once every twelve months in
order to [*] under this
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
-4-
5
Agreement. Any such [*] be conducted, to the extent possible, in a manner that
does not unreasonably [*] with the [*] operations. To the extent a Party uses an
[*] to conduct such [*], the [*] shall agree in writing to maintain the
confidentiality of information obtained during [*]. If any [*] an [*] of more
than [*] of the [*] for any month, Company will [*] for the [*].
SECTION 6. PROPRIETARY RIGHTS
6.1 [*]. Subject to the [*] to Company under Section 6.2, Xxxxxx.xxx
hereby reserves all of its right, title and interest in its Intellectual
Property Rights including, without limitation, all right, title and interest in
and to all trademarks, trade dress, logos, insignia and copyrightable materials
supplied by Xxxxxx.xxx to Company hereunder. Subject to the foregoing and [*]
under Section 6.3. Company reserves all of its right, title and interest in its
Intellectual Property Rights, including, without limitation, all right, title
and interest in and to all trademarks, trade dress, logos, insignia and
copyrightable materials supplied by the Company to Xxxxxx.xxx.
6.2 XXXXXX.XXX LICENSE. Xxxxxxx.xxx hereby [*], during the Term, a [*]
to use the [*], trademarks, service names and other proprietary marks [*] as [*]
to perform its obligations under this Agreement; provided, however, that any [*]
containing any of [*] will be subject to Xxxxxx.xxx's prior written approval.
All [*] out of any use of any of [*] by, through or under Company will inure
solely to the benefit of [*].
6.3 COMPANY LICENSE. Company [*] during the Term, a non-exclusive, [*]
to use the [*] trademarks, service names and other proprietary marks and/or
copyrightable materials supplied by Company as is reasonably necessary to
perform its obligations under this Agreement; provided, however, that any [*]
any of Company's marks will be subject to Company's prior written approval. All
goodwill arising out of any use of any of Company's marks by, through or under
Xxxxxx.xxx will inure solely to the [*].
6.4 NON-DISPARAGEMENT. Neither Company nor Xxxxxx.xxx will use the other
Party's [*] in a manner that disparages the other Party or its products or
services, and/or portrays the other Party or its products or services in a
false, competitively adverse or poor light. Each of Company and Xxxxxx.xxx will
comply with the other Party's requests as to the use of the other Party's
proprietary marks and will avoid knowingly taking any action that diminishes the
value of such marks. Either Party's use of the other [*] except as [*] is
strictly prohibited.
6.5 [*]. Each Party expressly acknowledges and agrees that the rights
granted to the other Party in this Agreement [*] and that, without limiting the
generality of the foregoing, nothing in this Agreement shall be deemed to [*]
links, banner ads or other material, serving content, links, banner ads or other
materials [*] or hosting or permitting [*]
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
-5-
6
place links, content, banner ads or other material on [*] whether or not, in
each such case, such content, links, banner ads or other materials [*] with the
products, services, content or banner ads of [*].
SECTION 7. INDEMNITY
7.1 XXXXXX.XXX. Xxxxxx.xxx will defend and indemnify Company and its
Affiliates against any claim or action brought by a third party, to the extent
it is based on (a) the operation of the Xxxxxx.xxx Site or (b) infringement of
such third-party's Intellectual Property Rights by any materials provided by
Xxxxxx.xxx for display on the Company Site. Subject to Section 7.3, Xxxxxx.xxx
will pay any award against Company and its Affiliates, or their respective
employees, directors or representatives and any costs and attorneys' fees
reasonably incurred by them resulting from any such claim or action.
7.2 COMPANY. Company will defend and indemnify Xxxxxx.xxx and its
Affiliates (and their respective employees, directors and representatives)
against any claim or action brought by a third party, to the extent it is based
on (a) the operation of the Company Site or (b) infringement of such
third-party's Intellectual Property Rights by any materials provided by Company
for display on any the Xxxxxx.xxx Site. Subject to Section 7.3, Company will pay
any award against Xxxxxx.xxx or its Affiliates (or their respective employees,
directors or representatives) and any costs and attorneys' fees reasonably
incurred by Xxxxxx.xxx and its Affiliates resulting from any such claim or
action.
7.3 PROCEDURE. In connection with any claim or action described in this
Section 7, the Party seeking indemnification will (a) give the indemnifying
Party prompt written notice of the claim, (b) cooperate with the indemnifying
Party (at the indemnifying Party's expense) in connection with the defense and
settlement of the claim, and (c) permit the indemnifying Party to control the
defense and settlement of the claim, provided that the indemnifying Party may
not settle the claim without the indemnified Party's prior written consent
(which will not be unreasonably withheld). Further, the indemnified Party (at
its cost) may participate in the defense and settlement of the claim.
SECTION 8. DISCLAIMERS, LIMITATIONS AND RESERVATIONS
8.1 COMPANY. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES REGARDING THE COMPANY SITE OR ANY PORTION THEREOF,
INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE
AMOUNT OF SALES REVENUE THAT XXXXXX.XXX MAY RECEIVE DURING THE TERM, AND (B) ANY
ECONOMIC OR OTHER BENEFIT THAT XXXXXX.XXX MIGHT OBTAIN THROUGH ITS PARTICIPATION
IN THIS AGREEMENT.
8.2 XXXXXX.XXX. XXXXXX.XXX DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES REGARDING THE
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
-6-
7
XXXXXX.XXX SITE OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, XXXXXX.XXX SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF SALES REVENUES THAT MAY
OCCUR DURING THE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT COMPANY MIGHT
OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
8.3 NO CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER
PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT.
EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT (EXCEPT FOR LIABILITIES ARISING UNDER SECTION 6, RESULTING FROM THE
PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR CONCERNING LIABILITY FOR
DEATH OR PERSONAL INJURY), WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE),
WILL NOT EXCEED THE AMOUNTS TO BE PAID TO XXXXXX.XXX UNDER SECTION 5, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
8.4 RESPONSIBILITY FOR WEB SITES. Xxxxxx.xxx will remain solely
responsible for the operation of the Xxxxxx.xxx Site, and Company will remain
solely responsible for the operation of the Company Site. Each Party (a)
acknowledges that the Xxxxxx.xxx Site and the Company Site may be subject to
temporary shutdowns due to causes beyond the operating Party's reasonable
control, and (b) subject to the specific terms of this Agreement, retains sole
right and control over the programming, content and conduct of transactions over
its respective site or service.
SECTION 9. TERM AND TERMINATION
9.1 TERM. The Term of this Agreement will begin as of the date of this
Agreement and, unless earlier terminated as provided elsewhere in this
Agreement, will end automatically [*] of the date of this Agreement; provided
that, not less than [*] days prior to the end of the Term, the Parties will
negotiate in good faith in an attempt to agree on the terms and conditions of an
extension of the Term (including, without limitation, [*] for [*] provided
during such [*]). If, after using reasonable efforts, the Parties are unable to
agree upon such terms and conditions, neither Party will have any obligation to
continue its participation in the negotiations.
9.2 TERMINATION FOR BREACH. Without limiting any other rights or
remedies (including, without limitation, any right to seek damages and other
monetary relief) that either Party may have in law or otherwise, either Party
may terminate this Agreement if the other Party materially breaches its
obligations hereunder, provided that (a) the non-breaching Party sends written
notice to the breaching Party describing the breach, and (b) the breaching Party
does not cure the breach within thirty (30) days following its receipt of such
notice.
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
-7-
8
9.3 OTHER TERMINATION RIGHTS. Either Party may terminate this Agreement
if the other Party (a) has a receiver or administrative receiver appointed for
it or over its undertakings or assets, (b) passes a resolution for winding up or
a court of competent jurisdiction makes an order to that effect and such order
is not discharged within ninety (90) days, (c) enters into any voluntary
arrangement with its creditors for the benefit of its creditors, (d) becomes
subject to an administration order, or (e) ceases to carry on business.
9.4 EFFECT OF TERMINATION. On termination of this Agreement: (a) each
Party in receipt, possession or control of the other Party's intellectual or
proprietary property, information and materials pursuant to this Agreement must
return to the other Party (or at the other Party's written request, destroy)
such property, information and materials, (b) each Party must, subject to
receiving written consent to the contrary from the other Party, immediately
remove all links to the other Party's Web Site from its own Web Site, and (c)
each Party must cease use of, and remove from its Web Site, all of the
trademarks, trade dress, logos, insignia and copyrightable materials supplied by
the other Party hereunder. Sections 5, 6, 7, 8, 9 and 10 (together with all
other provisions that reasonably may be interpreted as surviving termination or
expiration of this Agreement) will survive the termination or expiration of this
Agreement.
SECTION 10. MISCELLANEOUS
10.1 INDEPENDENT CONTRACTORS. The Parties are entering this Agreement as
independent contractors, and this Agreement will not be construed to create a
partnership, joint venture or employment relationship between them. Neither
Party will represent itself to be an employee or agent of the other or enter
into any agreement or legally binding commitment or statement on the other's
behalf of or in the other's name.
10.2 NONDISCLOSURE. Each Party will protect the Confidential Information
of the other Party from misappropriation and unauthorized use or disclosure, and
at a minimum, will take precautions at least as great as those taken to protect
its own confidential information of a similar nature. Without limiting the
foregoing, the Receiving Party will: (a) use such Confidential Information
solely for the purposes for which it has been disclosed; and (b) disclose such
Confidential Information only to those of its employees, agents, consultants,
and others who have a need to know the same for the purpose of performing this
Agreement and who are informed of and agree to a duty of nondisclosure. The
Receiving Party may also disclose Confidential Information of the Disclosing
Party to the extent necessary to comply with applicable law or legal process,
provided that the Receiving Party uses reasonable efforts to give the Disclosing
Party prompt advance notice thereof. Upon request of the other Party, or in any
event upon any termination or expiration of the Term, each Party shall return to
the other all-materials, in any medium, which contain, embody, reflect or
reference all or any part of any Confidential Information of the other Party.
10.3 COMPLIANCE WITH LAWS. In its performance of this Agreement, each
Party will comply with all applicable laws, regulations, orders and other
requirements, now or hereafter in effect, of governmental authorities having
jurisdiction. Without limiting the generality of the foregoing, each Party will
pay, collect, remit and otherwise be responsible such taxes as may be imposed
upon such Party in the first instance with respect to any compensation,
royalties or transactions under this Agreement. Except as expressly provided
herein, each Party will be
-8-
9
responsible for all costs and expenses incurred by it in connection with the
negotiation, execution and performance of this Agreement.
10.4 NOTICES. Any notice or other communication under this Agreement
given by either Party to the other Party will be in writing and will be deemed
properly given when sent to the intended recipient by registered letter,
receipted commercial courier, or electronically receipted facsimile transmission
(acknowledged in like manner by the intended recipient) at its address specified
below its signature at the end of this Agreement, and in the case of Xxxxxx.xxx.
with a copy to Xxxxxx.xxx. Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, XXX,
Facsimile: 000-000-0000, Attn: General Counsel; provided, that no notice of
termination of this Agreement shall be deemed properly given unless sent by
registered mail to such address(es) and to the attention of such officer(s).
Either Party may from time to time change such address or individual by giving
the other Party notice of such change in accordance with this Section 10.4.
10.5 ASSIGNMENT. Neither Xxxxxx.xxx nor Company may assign this
Agreement, in whole or in part, without the other Party's prior written consent
(which will not be withheld unreasonably), except to (a) any corporation
resulting from any merger, consolidation, or other reorganization involving the
assigning Party, (b) any of its Affiliates, or (c) any person or entity to which
the assigning Party may transfer substantially all of its assets; provided that
the assignee agrees in writing to be bound by all the terms and conditions of
this Agreement. Subject to the foregoing, this Agreement will be binding on and
enforceable by the Parties and their respective successors and permitted
assigns.
10.6 NONWAIVER. The failure of either Party to enforce any provision of
this Agreement will not constitute a waiver of the Party's rights to
subsequently enforce the provision. The remedies specified in this Agreement are
in addition to any other remedies that may be available in law.
10.7 ENTIRE AGREEMENT. This Agreement (a) represents the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes any previous or contemporaneous oral or written agreements regarding
such subject matter, (b) may be amended or modified only by a written instrument
signed by a duly authorized agent of each Party, and (c) will be interpreted,
construed and enforced in all respects in accordance with the laws of the laws
of the State of Washington, without reference to its choice of law rules. If any
provision of this Agreement is held to be invalid, such invalidity will not
effect the remaining provisions. No breach of this Agreement by either Party
shall affect the rights or obligations of either Party under any other Agreement
between the Parties; rather, the same will remain in full force and effect.
-9-
10
amended or modified only by a written instrument signed by a duly authorized
agent of each Party, and (c) will be interpreted, construed and enforced in all
respects in accordance with the laws of the laws of the State of Washington,
without reference to its choice of law rules. If any provision of this Agreement
is held to be invalid, such invalidity will not effect the remaining provisions.
No breach of this Agreement by either Party shall affect the rights or
obligations of either Party under any other Agreement between the Parties;
rather, the same will remain in full force and effect.
Amazon: Company:
XXXXXX.XXX, INC. XXXX.XXX, INC.
By: /s/ XXX XXXXXXX By: /s/ XXXXX XXXXXXXXXX
------------------------------- ---------------------------------
Title: V.P. Business Development Title: CEO
---------------------------- ------------------------------
Date: April 20, 1999 Date: 4/22/99
---------------------------- -------------------------------
Notice Address: Notice Address
Xxxxxx.xxx Incorporated Xxxx.xxx, Inc.
0000 Xxxxxx Xxx., Floor 2 00 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Facsimile: 206.834.7010 Facsimile: 626.794.8500
-10-
