Exhibit 10.11C
July 16, 1997
▇▇. ▇▇▇ ▇▇▇▇▇▇▇
Director of Marketing
Gardener's Supply Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: GARDEN ESCAPE LETTER OF AGREEMENT
Dear ▇▇▇:
Garden Escape is excited that Gardener's Supply Company has chosen to renew its
contract and remain a member of the Garden Escape Strategic Partner network. We
look forward to maintaining a mutually beneficial long-term relationship between
our two companies. Though our relationship is built primarily through each of
our commitments, there are several elements detailed below which are fundamental
to our agreement and will continue to provide a foundation for the relationship.
1. Exclusivity - Garden Escape agrees to retain Home & Garden Innovations as
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the exclusive source on the Garden Escape network for the products detailed
in Section 2 below. Due to its existing distribution relationships and its
own Web site, Gardener's Supply Company cannot authorize Garden Escape to be
its exclusive reseller of products specified in Section 2 via the Internet
and World Wide Web. However, Gardener's Supply Company agrees not to
actively distribute the products in Section 2 via the World Wide Web, other
than on the Garden Escape network, except through its own Web site and
existing distribution agreements. This exclusivity will be from the date
that this Letter is executed through the duration of this agreement.
Extensions to the agreement may be negotiated if mutually agreeable by both
parties.
2. Product Line - Home & Garden Innovations agrees to supply the following
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products on the Garden Escape network: Gardener's Supply's lines of
hardgoods for seed starting and composting.
3. Product Supply - Customer demand for Home & Garden Innovations' products
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over the Garden Escape network will be variable, therefore Garden Escape can
offer no guarantee of minimum sales volume to Home & Garden Innovations. In
the case that customer demand for Home & Garden Innovations' product exceeds
available supply, Garden Escape reserves the right to find secondary sources
of supply for that product.
4. Trademark, Logo and Company Name - As part of Garden Escape's marketing
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activities, it will develop marketing materials and order documentation
which will co-market Garden Escape and Gardener's Supply Company. Subject to
the conditions listed below, Gardener's Supply Company grants Garden Escape
an international royalty-free license to use its company name, logo and any
trademarks, if applicable, to develop and distribute these materials and
acknowledges that Gardener's Supply Company has the right to grant such
license. The use of Gardener's Supply Company name and trademark may include
printed, CD-ROM, and electronic marketing materials, shipping and labeling
documents, and packaging. Garden Escape agrees to obtain approval from
1
Gardener's Supply Company prior to each specific use of its company name,
logo, or trademark in conjunction with Garden Escape marketing efforts.
Garden Escape and Gardener's Supply Company acknowledge that co-marketing
is an important component of a successful partnership. Gardener's Supply
Company agrees to assist Garden Escape in the development, implementation
and maintenance of a co-marketing strategy, to include over time print
advertising, shipping and labeling documents and packaging.
5. Proprietary Information - Garden Escape will give its customer name and
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address for each order to Home & Garden Innovations for direct drop
shipment. These customer names and addresses are proprietary to Garden
Escape and Gardener's Supply Company agrees; 1) not to use these names
other than in the advancement of the goals of this Agreement; 2) not to use
the names or other Garden Escape information for any direct marketing by
Gardener's Supply Company, or 3) not to license or sell these names to a
third party, without the written consent of Garden Escape. Additionally, to
the extent either party receives any other confidential information from
the other, the receiving party will keep the information confidential and
will only use the information in the advancement of this Agreement.
6. Pricing - Home & Garden Innovations agrees to give Garden Escape a [*]
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Gardener's Supply's retail prices based on the attached Garden Escape
Wholesale Price List, Exhibit A, dated July 22, 1997, for products offered
by Garden Escape on its network. This price is a price F.O.B. Home & Garden
Innovations shipping point. Home & Garden Innovations will charge Garden
Escape a per order packaging and handling charge not to exceed [*] per
order. This [*] structure may be modified if mutually agreeable by both
parties.
7. Payment Terms - Home & Garden Innovations agrees to ▇▇▇▇ Garden Escape once
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a month for all Garden Escape orders. Garden Escape agrees to pay these
invoices on Net 7 day terms.
8. Customer Feedback - Garden Escape agrees to forward any customer feedback
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relating to Home & Garden Innovations to them on a timely basis, at no
charge.
9. Product Returns - Home & Garden Innovations agrees to process
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returns/replacement orders for Garden Escape customers. If, at the
determination of Home & Garden Innovations, the return is due to
manufacturers defect or a quality problem, Home & Garden Innovations agrees
to replace the product and to pay for the return and/or replacement freight
costs. If, at the determination of Home & Garden Innovations, the return is
due to customer preference, Home & Garden Innovations agrees to take back
the product with no restocking charge and Garden Escape will be responsible
for any return and/or replacement freight costs, subject to Home & Garden
Innovations standard returns procedures. This policy will be reviewed after
December 30, 1997 and renegotiated if necessary on a mutually agreeable
basis.
10. Term Of Agreement - This Agreement will begin on the date it is executed
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and continue for a period of one year. This Agreement shall automatically
renew for successive one year periods unless either party delivers written
notice to the other at least 60 days prior to the expiration of the initial
term or any renewed terms.
11. Termination Of Agreement - If either party fails to uphold any fundamental
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term of this Agreement the other may issue notice in writing, specifying
the reason for doing so, that they will terminate the Agreement. In such
circumstance both parties agree to work together in good faith to
expeditiously resolve the problem(s). If, at the end of a 21 day period
from the original notice, the problem(s) is/are not solved to the
reasonable satisfaction of the party giving notice they may terminate the
Agreement with confirming written notice on the date of such notice.
By signing below, Garden Escape and Gardener's Supply Company accept to the
terms of this Letter.
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
GARDEN ESCAPE, INC. GARDEN ESCAPE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇
Vice President Vice President
Date: Date:
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GARDENER'S SUPPLY COMPANY GARDENER'S SUPPLY COMPANY
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Director of Marketing Marketing Manager
Programs
Date: Date:
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EXHIBIT A
[*]
The confidential information on this exhibit has been omitted and filed
separately with the Securities and Exchange Commission.
