Sample Business Contracts

 

shall be subject to increase as set forth in the annexed chart based on the number of net paid subscriptions sold each year.  In the event that net paid subscription revenue in the second year of the term is less than the greater of $3,500,000 or 250,000 paid orders (the “Subscription Threshold”), iVillage shall not be entitled to any commission on subscription sales during the third year of the term.  Non-Commissionable Subscription Sales shall be credited to the level of net paid subscription revenue with respect to yearly calculation of reductions in the advertising royalty guarantee but not with respect to calculation of reduction in the advertising royalty percentage to which Hearst is entitled, nor to calculation of the increase in iVillage’s commission fee, nor towards the Subscription Threshold.

 

 

 

Hearst shall be entitled to enter into content distribution arrangements with third parties with respect to content appearing on the Magazine Websites at its discretion and without accounting to iVillage, with the sole  exceptions that (i) proposed distribution agreements with AOL,Yahoo, MSN and Earthlink shall be subject to the parties’ mutual approval, consent not to be unreasonably withheld; and (ii) Hearst shall not license portions of any single magazine site to a third party in a manner that would substantially replicate that site; and it being understood that Hearst  may withhold its consent to any proposed arrangement that would afford Hearst a lower percentage of net paid subscription revenue than that enjoyed by Hearst from its relationship with iVillage.  Hearst shall also be entitled to enter into branding extension arrangements for its magazines with third parties at its discretion and without accounting to iVillage.  The parties will negotiate in good faith the extent to which Hearst shall be precluded from entering such arrangements with iVillage competitors.

 

 

 

Hearst shall itself be entitled, and shall be entitled to allow third party partners to merchandise, sell or promote products and services on the Magazine Websites without permission from or revenue to iVillage provided that no more than one graphic element and one text link (not including a magazine subscription offer) is placed on any page.  Hearst shall also be entitled to offer premium services (such as paid content) on the Magazine Websites and shall be entitled to retain 100% of the revenue from such sales provided, however, that if the offering of such services materially diminishes the subscription revenue or advertising sales attained on any Magazine Website, the parties will negotiate in good faith a revenue share from such sales for iVillage.

 

 

3.

Non-binding nature:   It is understood, since this is only a memorandum of understanding, that neither party nor any of their respective stockholders, directors or affiliates, will be bound by its terms.  Instead, a definitive extension agreement between the parties will be prepared, and the parties agree to attempt to enter into such an extension agreement through good faith negotiations within the 60 day period following the date of this Memorandum.  That extension agreement, and any related definitive agreement between the parties, will be the binding agreement(s) between the parties with respect to the subject matter of this Memorandum and supercede and replace certain agreements which currently govern the parties’ relationship, specifically the License Agreement.  Unless these definitive agreements are entered into (regardless for the reason for these definitive agreements not so having been entered into), neither party, nor any of their respective stockholders, directors or affiliates, shall be under any obligation to each