Sample Business Contracts

Service Agreement - Weight Watchers International Inc. and Inc.

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                                SERVICE AGREEMENT

                  This Service Agreement ("Agreement") is made and entered into
as of this 10th day of September, 2001 ("Effective Date"), by and between Weight
Watchers International, Inc., a Virginia corporation ("WWI"), and, Inc., a Delaware corporation ("").

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, WWI and initially executed a certain
Intellectual Property License Agreement on September 29, 1999, as amended

                  WHEREAS, WWI and have executed an Amended and Restated
Intellectual Property License Agreement, dated as of the date hereof ("LICENSE

                  WHEREAS, pursuant both to the Initial License Agreement and
the License Agreement, WWI agreed to license to the right to use certain
Licensed Property (as defined in the License Agreement) in connection with's conduct of an on-line business;

                  WHEREAS, in partial consideration for these rights, and in
exchange for the payment of certain additional fees, agreed to provide
WWI with certain services, which are more fully described herein;

                  NOW, THEREFORE, for good and valuable consideration, including
that stated in Article 6 herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

                  Article 1. DEFINITIONS. Unless otherwise set forth herein, all
defined terms used herein shall have the meanings ascribed to them in the
License Agreement.

                  Section 1.1. "EXPENSES" shall mean:

                  (a) All fully-loaded personnel costs directly associated with
services under this agreement (salary, benefits, space and utility allocation,
computing and support allocations), contractor costs, and travel and living
expenses at Licensee's cost. To the extent Licensee's personnel work on several
projects, they shall maintain accurate records to reflect how their time is
distributed across projects;

                  (b) All communications, printing and production costs, and all
support and administrative costs incurred by Licensee that are specifically
attributed to a project under this agreement; and



                  (c) All expenses other than personnel costs covered in Section
1.1(a) above incurred in the operations and maintenance of pages, subsites, and
other infrastructure under this Agreement. Infrastructure and other fixed costs
shall be allocated between Licensor and Licensee on the basis of number of
pages, number of hits, bandwidth used and/or other metrics agreed by both

                  Section 1.2. "LOOK AND FEEL" shall mean the look and feel,
User interface and flow of User experience of an Internet site.

                  Section 1.3. "USER" shall mean any end-user of the Internet or
any other Electronic Medium.

                  Article 2. SERVICE CATEGORIES. During the Term, and subject to
the terms and conditions of this Agreement, shall provide all necessary
and desirable services within Information Distribution, Marketing Services and
Customer Communication Services, that WWI may, from time to time, request
pursuant to the procedures set forth in this Agreement. Services to be provided
are of the following types (collectively, "SERVICES"):

                  (a) services pertaining to the hosting, display and
distribution via the Electronic Medium on the Site of corporate, investor and
other business information provided by WWI both to its customers and to its
Affiliates, Franchisees, employees, suppliers and service providers, including,
but not limited to (x) the design, creation and publication on the Sites of web
pages devoted specifically and exclusively (unless otherwise requested by
Licensor) to the display and publication of corporate, investor and other
business information that pertains to WWI, its Affiliates and its Franchisees,
and (y) the development of functionality enabling controlled access to
restricted portions of the Sites by Affiliates, Franchisees, employees,
suppliers and service providers (all such services, "INFORMATION DISTRIBUTION

                  (b) services pertaining to the distribution via the Electronic
Medium of marketing and promotional information provided by WWI in connection
with the sale outside the Electronic Medium by WWI, its Affiliates, or
Franchisees of products and services currently known as Weight Watchers Classes,
At Home or By Mail, Men Products sold by mail delivery (such as GutBusters), and
the Weight Watchers Magazine, and similar and successor products and services
(such products and services "WW PRODUCTS"), including, but not limited to,
publishing on the Sites information regarding WW Products (such services,

                  (c) services pertaining to the communication by WWI, its
Affiliates and Franchisees via the Electronic Medium with their customers for
the purpose of customer service in connection with WW Products, including, but
not limited to, establishing a means by which customers can send questions to
WWI, its Affiliates, or Franchisees regarding WW Products electronically and via
the Site, and receive responses to such questions from WWI, its Affiliates



or Franchisees electronically and via the Site (such services, "CUSTOMER

                  Article 3. REQUEST PROCEDURES.

                  Section 3.1. INITIAL REQUEST FOR SERVICES. WWI shall be
responsible for communicating all initial requests for Services in writing to
the appropriate officer or employee of, as designated by (each, an
"INITIAL REQUEST"). Each Initial Request shall contain (i) a general description
of the services requested (as described, a "SERVICE PROJECT"), (ii) the proposed
timing for's provision of such Service Project, (iii) the name of the
contact person at WWI for such Service Project to whom should direct any
future communications ("PROJECT CONTACT"), and (iv) the means by which
should contact the Project Contact to respond to the Initial Request.
shall acknowledge receipt of all Initial Requests submitted by WWI within five
(5) business days by contacting the Project Contact in the manner set forth in
the Initial Request.

                  Section 3.2. PROJECT WORK STATEMENT. Following the
communication of an Initial Request for Services, the Parties shall negotiate
and execute, in good faith, a document containing INTER ALIA (i) a schedule of
milestones for completion and/or implementation of each requested Service
Project, (ii) a schedule of any anticipated maintenance activities required
following the initial provision or implementation of such Service Project
("MAINTENANCE PROJECTS") (the Service Projects and Maintenance Projects,
collectively, "PROJECTS"), and (iii) an estimated budget for such Projects (such
document, a "PROJECT WORK STATEMENT"). Absent contrary language in a Project
Work Statement, any quotations or milestones therein are binding upon its
execution. The parties shall update each Project Work Statement from time to
time as set forth in Sections 3.3 and 3.4.

                  Section 3.3. QUARTERLY MEETINGS. During the Term, the parties
shall meet quarterly, to the extent practicable within 30 days after the end of
each calendar quarter, to discuss the status of any and all Projects being
rendered by, the outcome of any Services that were rendered by
during the previous calendar quarter, any Projects that WWI wishes to propose
for provision by during the present calendar quarter, and any other
issues that either Party wishes to discuss, to the extent such issues pertain to
the provision of Services pursuant to this Agreement (each such meeting, a
"QUARTERLY MEETING"). During each Quarterly Meeting, to the extent applicable
and deemed necessary by the Parties, the Parties shall execute updates or
revisions to any Project Work Statements covering ongoing Projects and initial
Project Work Statements for any proposed Projects. In addition, with respect to
EACH ongoing Project, shall provide to WWI, within five (5) business days
before each Quarterly Meeting, a statement (i) describing the status of such
Project, (ii) summarizing all expenditures made to date and any cost overruns
anticipated in connection with its provision of such Project, and (iii)
revising, to the extent necessary, the time frame for the achievement of any
milestones previously established in the Project Work Statement for such



                  Section 3.4. SERVICES PREVIOUSLY REQUESTED. The Parties
acknowledge that, prior to the Effective Date, WWI requested, and has
begun to provide, certain services consistent with the Services as defined
herein. Annexed hereto are preliminary work statements describing the Service
Projects performed and to be performed for the years 2000 and 2001. (See Annex
A, attached hereto and made a part hereof.) Within a reasonable period following
the execution of this Agreement, the Parties shall negotiate and execute Project
Work Statements for each such Service Project in a manner that is consistent
with the terms and provisions of Section 3.2 hereof.

                  Article 4. PARTIES' OBLIGATIONS.

                  Section 4.1. MUTUAL OBLIGATIONS. Subject to the approval
process and the limitations set forth in the License Agreement, WWI and
shall cooperate to promote the Site and traffic to the Site, including without
limitation, through marketing, advertising, public relations and press
activities, and facilitate an efficient and effective integration and delivery
through the Site and the Electronic Medium of all Licensed Property.

                  Section 4.2. WW.COM OBLIGATIONS. In additional to its
obligations under the License Agreement,

                  (a) shall provide all day-to-day management and oversight of
the Site, and display approved materials related to Services under this

                  (b) shall not change, modify, supplement or remove from the
Site any Licensed Property related to Services performed under this Agreement
without the prior written approval of WWI , which such approved changes,
modifications or supplements shall constitute "Derivative Works" for all
purposes under the License Agreement; and

                  (c) shall comply at all times with all statutes, laws, rules,
directives, regulations and sound industry practice pertaining to the operation
of the Site, including without limitation any of the foregoing with respect to
export controls and data privacy, and shall obtain all necessary third-party
consents and approvals.

                  Article 5. DISPUTE RESOLUTION.

                  Section 5.1. INTERNET OPERATING COMMITTEE. In the event that a
dispute arises regarding the Licensed Property to be used in connection with the
provision of Services pursuant to this Agreement, either Party shall have the
right to submit such a dispute for resolution to the Internet Operating
Committee (as defined in the License Agreement) in accordance with the
procedures set forth in Section 4.5 of the License Agreement. For the avoidance
of doubt, such disputes shall not be subject to arbitration pursuant to Section
5.2, EXCEPT that a party may appeal, pursuant to Section 5.2, the findings and
opinion of the CEO (or that person's appointed


delegate) under Section 4.5 of the License Agreement solely on the ground that
such findings and opinion were rendered in bad faith.

                  Section 5.2. ARBITRATION.

                  (a) Subject to Section 5.1, in the event a controversy, claim
or question of interpretation (each, a "Claim") arises with respect to either
Party's obligations under this Agreement, or in the event that either Party
believes the other Party has breached any provision hereof or defaulted any of
its obligations hereunder (each, a "BREACH"), the Party making such Claim or
alleging such Breach (the "FIRST PARTY") shall provide the other Party (the
"SECOND PARTY") with written notice specifying the nature of such Claim or
Breach in reasonable detail and specifying any corrective action the First Party
desires the Second Party to undertake.

                  (b) Within five (5) days after receipt of such written notice,
the Second Party shall provide written notice to the First Party of its intent
to take the requested corrective action and promptly shall (i) initiate such
corrective action at its sole cost and expense or (ii) provide written notice to
the First Party explaining why it does not believe such requested corrective
action is required under this Agreement.

                  (c) If (i) the Second Party has not complied with requested
corrective action within thirty (30) days after receipt of written notice from
the First Party; (ii) the Claim or Breach alleged is not capable of cure within
thirty (30) days; (iii) the Second Party does not use its best efforts to cure
such breach within such thirty (30) day period and make substantial progress
toward cure; or (iv) the Second Party has indicated in writing its intent not to
take such requested corrective action; then the First Party shall have the right
to refer such Claim or dispute regarding a Breach to arbitration for final

                  (d) Any Claim or dispute regarding a Breach referred to
arbitration for resolution shall be finally settled under the International
Rules of the American Arbitration Association (the "RULES") by three arbitrators
appointed in accordance with the Rules. Judgment on any award rendered by the
arbitrators may be entered in any court having jurisdiction. Any award rendered
by the arbitrators shall be final and binding on the parties and not subject to
further appeal. The arbitrators shall have the authority to award any relief or
remedy available under applicable law, including without limitation specific
performance of any obligation created hereunder, the awarding of punitive
damages, the issuance of injunctive or other provisional relief, or the
imposition of sanctions. Unless otherwise agreed by the Parties, the place of
such arbitration shall be the Borough of Manhattan in The City of New York.

                  Section 5.3. SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The
Parties acknowledge and agree that the obligations imposed on them in this
Agreement are special, unique and of extraordinary character, and that in the
event of breach by any party, damages may be an insufficient remedy.
Consequently, each Party agrees that the other may seek specific performance (in
addition to damages) as a remedy for the enforcement hereof without proof of



actual damages. In addition, the Parties acknowledge that the arbitration
undertaking set forth in Section 5.2 above shall not preclude them from seeking
an injunction or other restraining order from any court of competent
jurisdiction without proof of actual damages pending the outcome of such
arbitration proceeding.

                  Article 6. PAYMENTS AND FEES.

                  Section 6.1. AMOUNT. In exchange for the provision of Services
as set forth herein, and beginning on January 1, 2001, WWI shall pay to
quarterly in arrears, within thirty (30) days of WWI's receipt of the Report and
Officer's Certification set forth in Section 6.3, all Expenses incurred during
such calendar quarter by in connection with's provision thereof
PLUS a fee of ten (10) percent of Expenses (except for travel and living
expenses, which shall be paid strictly at cost) ("FEES"). WWI shall not be
obligated to pay any Expenses or Fees for any Services performed prior to
January 1, 2001.

                  Section 6.2. METHOD OF PAYMENT. Unless otherwise agreed by the
Parties in writing, all payments due under this Agreement shall be made by wire
transfer of immediately available funds to an account specified by to

                  Section 6.3. ACCOUNTING. During the Term, shall prepare
in accordance with U.S. generally accepted accounting principles a full and
accurate statement setting forth, with respect to each previous calendar
quarter, all expenses incurred thereby in connection with its provision of
Services (the statement, a "REPORT"). An appropriate officer of shall
certify in writing that each such Report is complete and correct (such
certification, an "OFFICER'S CERTIFICATION"). shall provide such Report
and Officer's Certification to WWI within thirty (30) days after the end of each
calendar quarter.

                  Section 6.4. RECORDS. shall keep and maintain at its
U.S. corporate headquarters or, to the extent any Services are rendered in or
directed toward another jurisdiction, the corporate headquarters for in
any other jurisdiction complete books and records of expenses incurred thereby
in connection with its provision of any Services requested by WWI pursuant to
this Agreement, which records shall be maintained separately within's
books from records relating to any other expenses incurred by in
connection with the conduct of its business. Such books and records shall, in
all instances, be maintained in accordance with U.S. generally accepted
accounting principles in addition to any other books and records Licensee may
maintain for other purposes. During the Term, for a period of three (3) years
and ninety (90) days after each calendar year ("REPORTING CYCLE"), shall
keep all such books and records pertaining to such year in good order and
available for inspection by WWI pursuant to the procedures set forth in this
Article 6. After each Reporting Cycle, no amounts within such period may be
disputed by WWI, and such records may be discarded at's sole discretion.



                  Section 6.5. AUDIT AND INSPECTION. WWI or its duly authorized
representatives shall have the right, no more than one (1) time in any given
calendar quarter, to inspect or audit the above books and records at's
U.S. corporate headquarters or's corporate headquarters for a particular
foreign jurisdiction in which provides, or at which directs, any
Services pursuant to this Agreement, at any time during normal business hours
and upon reasonable advance notice. If any such audit reveals that has
overcharged WWI during any applicable period for any Services performed by, shall forthwith (i) refund to WWI the amount of such overpayment
plus an amount equal to 50% of such overpayment, and, (ii) if has
overcharged WWI in an amount that is ten percent (10%) or greater of the actual
amount of expenses incurred by for any relevant period, also shall
pay forthwith to WWI its reasonable out-of-pocket expenses incurred to conduct
the audit, up to a maximum of $100,000 per audit.

                  Article 7. TERM AND TERMINATION.

                  Section 7.1. TERM. The term of this Agreement shall begin on
the Effective Date and continue until such time as (i) the License Agreement is
terminated pursuant to the terms thereof, or (ii) both parties agree in writing
to an earlier termination (the "TERM").

                  Section 7.2. TERMINATION. Upon termination of this Agreement, and WWI shall cooperate so as to best preserve the value of the Licensed
Property (including Derivative Works), and to preserve, copy, transmit and/or
transfer same as per WWI's reasonable instructions. Without limiting the
generality of the foregoing, shall use all reasonable efforts to
facilitate the copying, transmittal and/or transfer to WWI of all software and
other technology relating to any functionality or features created or developed
pursuant to this Agreement in which any Licensed Property (including Derivative
Works) is incorporated or embodied, PROVIDED that (i) WWI shall pay all
additional costs, if any, associated with obtaining WWI's right to use any such
software and other technology owned by third parties in connection with such
copying, transmittal and/or transfer and shall use its reasonable efforts
to assist WWI in obtaining such rights; and (ii) effective upon and surviving
the termination of this Agreement, hereby grants WWI a non-exclusive,
non-transferable, sublicensable (to the extent necessary to accomplish such
copying, transmittal and/or transfer) royalty-free license to use any such
software and other technology owned by for such copying, transmittal
and/or transfer.

                  Article 8. REPRESENTATIONS AND WARRANTIES.

WWI and each represents and warrants to the other Party that:

                  (a) This Agreement is a legal, valid and binding obligation of
the warranting Party, enforceable against such Party in accordance with its
terms, subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting



creditors' rights and remedies generally, and subject, as to enforceability, to
the effect of general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity);

                  (b) The warranting Party is not subject to any judgment,
order, injunction, decree or award of any court, administrative agency or
governmental body that would or might interfere with its performance of any of
its material obligations hereunder; and

                  (c) The warranting Party has full power and authority to enter
into and perform its obligations under this Agreement in accordance with its
terms, and is not required to secure the consent, approval or waiver of any
third party with respect to such performance.

WW.COM. represents and warrants that all Services pursuant to this
Agreement shall be of good quality, consistent with the services offered by each
of WWI and, unless WWI expressly requests that such Services be provided
at a different level or standard of quality. To the extent receives any
warranties pertaining to the quality of any goods or services provided by any
third parties in connection with its provision of the Services, shall
take all reasonable steps to insure that such warranties cover or apply to WWI.

                  Article 9. INDEMNIFICATION.

                  Section 9.1. WW.COM'S OBLIGATIONS. hereby agrees that
it shall indemnify, defend and hold harmless WWI and its Affiliates and their
respective directors, officers, shareholders, partners, attorneys, accountants,
agents and employees and their heirs and successors (the "WWI INDEMNIFIED
PARTIES") from, against and in respect of any damages, claims, losses, charges,
actions, suits, proceedings, interest, penalties and reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees
(collectively, "LOSSES") imposed on, sustained, incurred or suffered by any of
the WWI Indemnified Parties relating to or arising out of (i) any Action filed
by any third Person that arises out of any Services provided by to WWI
pursuant to this Agreement, unless such Losses are covered by the indemnity in
Section 9.2 below, and (ii) any negligent, reckless or willful misconduct on the
part of or any of its employees or agents in connection with such

                  Section 9.2. WWI'S OBLIGATIONS. WWI hereby agrees that is
shall indemnify, defend and hold harmless and its Affiliates and their
respective directors, officers, shareholders, partners, attorneys, accountants,
agents and employees and their heirs and successors (the "WW.COM INDEMNIFIED
PARTIES") from, against and in respect of any Losses imposed on, sustained,
incurred or suffered by any of the Indemnified Parties relating to or
arising out of any Action brought by any third Person that arises out of (i)'s use of any materials or information provided by WWI or used by
at WWI's direction in connection with's provision of any requested
Services, and (ii) any negligent, reckless or willful misconduct on the part of
WWI, its Affiliates or Franchisees and any employees or



agents thereof, in connection with the provision of such materials or direction
for their use by

                  Article 10. ASSIGNMENT. Unless expressly permitted by WWI
prior to the provision thereof, personally shall provide all Services
requested by WWI pursuant to this Agreement, and shall not assign any of
its rights or obligations hereunder to any other Person, provided, however, that can provide the Services by using, on a subcontracting basis, the same
hosting and communication service providers that it may use for portions of the
Site related to the conduct of its Business in the Electronic Medium. Any
purported assignment made in contravention of this Article 10 shall be null and

                  Article 11. CONFIDENTIALITY.

                  Section 11.1. CONFIDENTIAL INFORMATION. "Confidential
Information" shall mean written or oral information about the disclosing Party's
business or activities that is proprietary or confidential, which shall include
without limitation all business, financial and technical information of a Party,
marketing and advertising strategies, User lists, and any other information of a
Party marked or designated by such Party as confidential information; PROVIDED
THAT information shall not be considered Confidential Information of a Party if
it can be shown that such information; (i) is known to the recipient on the date
of disclosure directly or indirectly from a source other than the providing
Party and other than a source having an obligation of confidentiality to the
providing Party; (ii) thereafter becomes known (independently of disclosure by
the providing Party) to the recipient directly or indirectly from a source other
than one having an obligation of confidentiality to the providing Party; or
(iii) becomes publicly known or otherwise ceases to be secret or confidential,
except through a breach of this Agreement by the recipient.

                  Section 11.2. PROTECTION OF CONFIDENTIAL INFORMATION. The
Parties acknowledge and agree that, in connection with the performance of this
Agreement, each may have access to certain Confidential Information of
substantial value to the other party, which value would be impaired and which
value would be difficult to quantify if such information were disclosed to third
parties. Consequently, both Licensor and Licensee agree that, except as
expressly permitted in this Agreement or in the License Agreement, or agreed
upon by the Parties pursuant to the approval process set forth in the License
Agreement, neither Party may use in any way for its own account or for the
account of any third party, nor disclose to any third party (other than an
Affiliate where permitted by law), any such Confidential Information revealed to
it by either Party, as the case may be. Licensor and Licensee further agree that
each will use reasonable best efforts to protect the confidentiality of such
Confidential Information. In the event of termination of this Agreement, there
shall be no use or disclosure by either Party of any such Confidential
Information in its possession, and all documents and materials incorporating,
embodying, containing or otherwise pertaining to Confidential Information shall
be returned to the rightful owner, or destroyed. The provisions of this Article
shall survive the termination of this Agreement for any reason. Upon any breach
or threatened breach of this Section 11.2, either



Party shall be entitled to injunctive relief without need for proving
irreparable harm and without need to post bond as security.

                  Section 11.3. PERMITTED DISCLOSURE. The Parties acknowledge
and agree that each may disclose Confidential Information: (i) as required by
law, regulation or court order; (ii) to their respective directors, officers,
employees, attorneys, accountants, and other advisors, who are under an
obligation of confidentiality, on a "need-to-know" basis; or (iii) in connection
with disputes or litigation between the Parties involving such Confidential
Information, in which case each Party shall endeavor to limit disclosure to such
purpose. In the event a Party is required by law, regulation or court order to
disclose any of the other Party's Confidential Information, such Party will
promptly notify the other Party in writing prior to any such disclosure in order
to facilitate seeking a protective order or other appropriate remedy from the
proper authority. The disclosing Party agrees to cooperate with the other Party
in seeking such order or other remedy. The disclosing Party further agrees that
if such Party is not successful in precluding the requesting legal body from
requiring the disclosure of the Confidential Information, it will furnish only
that portion of the Confidential Information that is legally required and will
exercise all reasonable efforts to obtain reliable assurances that confidential
treatment will be accorded to such Confidential Information as it is required to

                  Article 12. MISCELLANEOUS PROVISIONS.

                  Section 12.1. RELATIONSHIP OF PARTIES. This Agreement shall
not be construed to create a joint venture, partnership or the relationship of
principal and agent between any of the parties hereto, nor to impose upon any
party any obligations for any losses, debts or other obligations incurred by
another party, except as expressly set forth herein.

                  Section 12.2. NOTICES. All notices and other communications
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or internationally recognized
overnight courier service or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to the parties at
the following addresses (or at such other addresses for a party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:

                  If to WWI:

                  Weight Watchers International, Inc.
                  175 Crossways Park West
                  Woodbury, NY  11797
                  Attention:  Chief Executive Officer
                  Telecopy:  (516) 390-1795

                  with copies to:



                  Weight Watchers International, Inc.
                  175 Crossways Park West
                  Woodbury, NY  11797
                  Attention:  General Counsel
                  Telecopy:  (516) 390-1795

                  If to

        , Inc.
                  888 Seventh Avenue, 8th Floor
                  New York, New York 10106
                  Attention:  Chief Executive Officer
                  Telecopy:  (212) 315-0709

                  with a copy to:

        , Inc.
                  888 Seventh Avenue, 8th Floor
                  New York, New York 10106
                  Attention:  General Counsel
                  Telecopy:  (212) 315-0709

                  Section 12.3. GOVERNING LAW. This Agreement shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York.

                  Section 12.4. SURVIVAL. Articles 6 (to the extent relating to
Fees accruing prior to such event), 9, 11 and 12 and Sections 5.2, 5.3 and 7.2
shall survive the suspension, expiration or termination of this Agreement.

                  Section 12.5. FURTHER ASSURANCES. WWI and agree to
execute such further documentation and perform such further actions, including
the recordation of such documentation with appropriate authorities, as may be
reasonably requested by the other Party hereto to evidence and effectuate the
performance of the Services as set forth in this Agreement.

                  Section 12.6. ENTIRE AGREEMENT. This Agreement, including the
Schedule, shall constitute the entire agreement between the parties with respect
to the subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter.

                  Section 12.7. AMENDMENTS. This Agreement (including this
Section 12.7) may not be modified or amended except by an agreement in writing
signed by each of the parties hereto.



                  Section 12.8. HEADINGS. The headings in this Agreement are
inserted for convenience only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or any provision

                  Section 12.9. WAIVER. No failure of a Party to insist upon
strict compliance by the other with any obligation or provision hereunder, and
no custom or practice of the Parties at variance with the terms hereof, shall
constitute a waiver of such Party's right to demand exact compliance with the
terms of this Agreement.

                  Section 12.10. SEVERABILITY. If any provision of the Agreement
or the application thereof to any person or entity or circumstance shall be
invalid, illegal or unenforceable to any extent, the remainder of this Agreement
and the application thereof shall not be affected and shall be enforceable to
the fullest extent permitted by law. If any court or government entity rules
that any portion of this Agreement is invalid, illegal or unenforceable to any
extent in a particular jurisdiction, such ruling shall not render such provision
or this Agreement invalid, illegal or unenforceable in any other jurisdiction.

                  Section 12.11. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same instrument.



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, effective as of the date first above written.

                               WEIGHT WATCHERS INTERNATIONAL, INC.

                               By: /S/ ROBERT W. HOLLWEG

                               WEIGHTWATCHERS.COM, INC.

                               By: /S/ SHARON A. FORDHAM