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Administrative Services Agreement - americangreetings.com inc. and American Greetings Corp.

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                  FORM OF ADMINISTRATIVE SERVICES AGREEMENT

         This Administrative Services Agreement (the "Agreement"), dated as of
___________, 1999, by and between americangreetings.com, inc., a Delaware
corporation ("AG.COM"), and American Greetings Corporation, an Ohio corporation
("AG").

         WHEREAS, AG and AG.COM have entered into that certain Separation
Agreement, dated __________ , 1999 (the "Separation Agreement"), and,
simultaneously with the execution and delivery of this Agreement, intend to
consummate the transactions contemplated by the Separation Agreement; and

         WHEREAS, AG.COM and AG desire to enter into certain agreements
concerning administrative services to be offered and/or provided by AG to AG.COM
and its Subsidiaries.

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

1.       DEFINITIONS: All capitalized terms used in this Agreement but not
         defined will have the same meanings ascribed to such terms in the
         Separation Agreement.

2.       PROVISION OF SERVICES: During the Term (as defined in SECTION 3 below),
         AG shall cause one or more members of the AG Group to offer and, at
         AG.COM's election, provide to AG.COM and its Subsidiaries, such
         administrative services as AG.COM may reasonably request for their
         respective business operations and provide AG.COM and its Subsidiaries
         with full use of the office space at AG's headquarters primarily used
         by AG.COM and its Subsidiaries as of the date of this Agreement (the
         "Office Space") for their operations (collectively, the "Services"). AG
         shall have no obligation to provide the Services at levels in excess of
         those in which AG regularly had provided such Services for the
         operation of AG.COM's business prior to the date of the Separation
         Agreement. Such Services may include, by way of example, human resource
         administration, finance administration and legal services. At AG.COM's
         request, the parties will confer to discuss what, if any, Services
         AG.COM wishes to request, the actual Service Fees (as defined herein)
         that would be chargeable by AG for such Services and the timing of the
         implementation of such Services. With respect to any Services that
         AG.COM wishes to be provided hereunder, for itself or any of its
         Subsidiaries, the parties shall establish in writing the nature of the
         Services, the Service Fees chargeable therefor and the timing of the
         implementation of such Services. Nothing in this Agreement will be
         construed to prohibit AG.COM or any of its Subsidiaries from
         contracting with third parties to provide any of the Services or from
         undertaking to perform the Services itself, and nothing in this
         Agreement will be construed to prohibit AG from undertaking to provide
         additional services to AG.COM other than as contemplated by this
         Agreement, on terms and conditions mutually satisfactory to the
         parties. Additionally, unless expressly provided otherwise pursuant to
         an Ancillary Agreement, actions taken in connection with any member of
         the AG Group's ownership interest in AG.COM or pursuant to any contract
         rights granted to any member of the AG Group (including by way of
         example, but not limited to, audits of the AG Group in connection with
         the preparation of consolidated tax


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         returns or internal audits requested by AG) that are not a result of a
         specific request by AG.COM for Services hereunder, shall be at AG's
         sole cost and expense and shall not be deemed to be part of the
         Services provided hereunder.

3.       TERM: The term of the provision of Services under this Agreement (the
         "Term") will commence on the Closing Date and will expire on the End
         Date unless earlier terminated as set forth in Section 4.

4.       EARLY TERMINATION OF SERVICES:

         4.1.     EARLY TERMINATION BY AG. AG may cause the AG Group to
                  terminate any or all Services provided hereunder (i) upon the
                  occurrence of a Reversion Event or (ii) at any time following
                  AG.COM's material breach of its payment obligations hereunder
                  and AG.COM's failure to cure such breach within ten (10) days
                  after receipt of written notice from AG. Notwithstanding
                  anything to the contrary contained in this Agreement,
                  following the second anniversary of this Agreement, AG may
                  cause the AG Group to terminate any or all Services provided
                  hereunder upon one hundred twenty (120) days' prior written
                  notice to AG.COM and may elect not to provide any Services
                  thereafter requested by AG.COM.

         4.2.     EARLY TERMINATION BY AG.COM. AG.COM may terminate its receipt
                  of any or all of the Services provided by AG or its agents,
                  for any reason or no reason, upon not less than one hundred
                  twenty (120) days' prior written notice to AG. Notwithstanding
                  any notice by AG.COM to terminate any Services, no termination
                  will become effective until the completion of such Services as
                  AG.COM may reasonably request AG to complete so as to minimize
                  disruption of its business operations. Upon termination of any
                  Services, AG will cooperate with AG.COM in providing
                  assistance reasonably requested by AG.COM relating to the
                  transition of the provision of the Services to AG.COM or any
                  other entity and such assistance shall be chargeable to AG.COM
                  as Services.

5.       THIRD PARTY SUPPLIERS. AG covenants that it will not enter into
         agreements with third parties ("Third Party Suppliers") to provide
         goods or services for the benefit of AG.COM or any of its Subsidiaries
         without the prior written consent of AG.COM unless such agreements
         provide for termination by AG without penalty upon not less than one
         hundred twenty (120) days' notice. Any agreements with Third Party
         Suppliers entered into by AG which by their terms do not provide for
         termination by AG without penalty upon less than one hundred twenty
         (120) days' notice but which AG.COM had consented to in writing, shall
         be referred to as the "Permitted Third Party Agreements." If AG.COM
         terminates its receipt of any Services prior to the expiration of the
         Term, with respect to each Permitted Third Party Agreements relating to
         exclusively such Services, AG.COM shall, at its election, either (A)
         assume such Permitted Third Party Agreements effective upon termination
         of such Services, or (B) reimburse AG for any monies due pursuant to
         such Permitted Third Party Agreements either as a result of such
         termination or after such termination.

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6.       FEES: In consideration of AG's performance of the Services during the
         Term, AG.COM hereby agrees to pay AG fees (the "Service Fees") equal to
         AG's actual costs plus ten percent (10%). For purposes of this
         Agreement, actual costs means all costs and expenses directly incurred
         by AG excluding: (i) any costs or expenses associated with AG's
         overhead, (ii) any advertising or promotion costs or expenses, (iii)
         any interest payments, and (iv) any costs or expenses associated with
         personnel of AG or the AG Group other than the allocable portion of the
         base salary of any AG Group employee directly providing or supervising
         Services plus twenty-three percent (23%) of such base salary charge
         (representing the total amount chargeable in respect of any fringe
         benefits of any AG Group employee). Notwithstanding anything to the
         contrary contained in this Agreement, AG.COM agrees to pay AG fees and
         charges for its use of the Office Space at AG's standard rate of fees
         and charges for such use, consistent with past practice. AG will
         provide to AG.COM a monthly invoice by the thirtieth (30th) day of each
         month, setting forth in reasonable detail the Service Fees payable by
         AG.COM for Services rendered by AG during the preceding month. All
         invoices will be due and payable thirty (30) days following receipt of
         invoice. Overdue payments shall bear interest at the prime rate (as
         published in The Wall Street Journal on the first date such payments
         become overdue). All disputes regarding any invoice amounts will be
         resolved pursuant to the dispute resolution procedures set forth in
         Section 8.09 of the Separation Agreement.

7.       WARRANTIES. AG hereby warrants to AG.COM and its Subsidiaries as
         follows:

         7.1.     AG will use reasonable efforts to perform the Services in a
                  competent manner, consistent with the manner in which AG
                  regularly had provided such Services for the operation of
                  AG.COM's business prior to the date of the Separation
                  Agreement and consistent with the manner in which AG provides
                  such Services for operation of its own business.
                  Notwithstanding anything to the contrary contained in this
                  Agreement, AG makes no warranty to AG.COM as to the adequacy
                  or suitability of the Services for AG.COM's or its
                  Subsidiaries' needs.

         7.2.     The provision of the Services will not violate or in any way
                  infringe upon or violate the rights of any third parties,
                  including, but not limited to, copyrights, patents, trade
                  secrets, contractual rights, employment rights, and other
                  proprietary rights.

8.       INDEMNITY. Sections 6.02 through 6.11 of the Separation Agreement shall
         govern indemnification obligations and claims under this Agreement and
         are hereby incorporated by reference herein.

9.       INDEPENDENT CONTRACTOR STATUS: The parties are and intend to be
         independent contractors with respect to the Services to be provided
         hereunder. None of AG, any member of the AG Group or any of their
         respective employees and agents will be considered as having an
         employee status with AG.COM or will be entitled to participate in any
         of AG.COM's employee benefit programs including, but not limited to,
         workers' compensation and disability insurance, group health and dental
         insurance, unemployment insurance, retirement plans, and stock-based
         benefits or plans. AG will not act as an agent of

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         AG.COM and will not be entitled to enter into any agreements or incur
         any obligations on behalf of AG.COM. No form of joint employer, joint
         venture, partnership, or similar relationship between the parties is
         intended or hereby created. As an independent contractor, AG will be
         solely responsible for: (a) determining the means and methods for
         performing the Services provided under this Agreement; and (b) persons
         employed by AG and engaged in the performance of the specified work,
         including responsibility for all applicable employee-related tax,
         salary and benefit programs, and AG further agrees to indemnify and
         hold AG.COM and its Subsidiaries harmless from and against any and all
         Liability, claims, penalties, costs, and taxes related thereto.

10.      AUDIT RIGHTS. AG.COM (or its authorized representatives) will have the
         right, at its sole expense, at any time upon ten (10) days' prior
         written notice but no more than once every twelve (12) months, to
         perform an audit of the Services provided hereunder and the Services
         Fees being charged hereunder. Such audit shall be limited to Services
         provided and Service Fees charged during the two (2) year period
         immediately prior to the commencement of such audit. Pursuant to such
         audit, AG will have full and complete access, during normal business
         hours and upon reasonable notice, to AG's books and records and AG will
         provide AG.COM with such information and assistance, as reasonably
         requested by AG.COM to perform the audits. Subject to AG's obligations
         as set forth in this Section, AG may terminate AG.COM's right to
         perform a given audit in the event AG.COM fails to complete such audit
         within four (4) months of its commencement. Any discrepancies found
         during any audit shall be rectified upon written demand.

11.      ACCESS TO BOOKS AND RECORDS. Upon termination of any Services
         hereunder, AG shall deliver to AG.COM copies of all books and records
         of AG related to the performance of such Services to the extent such
         books and records are separable from AG's other books and records. To
         the extent such books and records are not separable and AG has not
         supplied AG.COM with copies of such books and records, AG will provide
         AG.COM with full and complete access to such books and records for as
         long as such books and records must be retained to comply with
         Applicable Law and in any event for no less than five (5) years
         following termination of such Services.

12.      CONFIDENTIAL INFORMATION. The parties hereby acknowledge that their
         personnel may gain access to information that the other party deems to
         be confidential and/or proprietary and that has commercial value. As
         used herein, "Confidential Information" means any and all proprietary
         business information of the disclosing party that does not constitute a
         Trade Secret (as hereinafter defined), including any such information
         of which the receiving party becomes aware as a result of its
         performance under this Agreement. As used herein, "Trade Secrets" means
         information related to the business of the disclosing party that
         derives economic value, actual or potential, from not being generally
         known to or readily ascertainable by other persons who can obtain
         economic value from its disclosure or use and is the subject of efforts
         by the disclosing party that are reasonable under the circumstances to
         maintain its secrecy. For purposes of this Agreement, "Company
         Information" means both Confidential Information and Trade Secrets.
         Each party shall use the same care to prevent disclosing to third
         parties the Company Information of the other party as it employs to
         avoid disclosure, publication, or

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         dissemination of its own information of a similar nature, but in no
         event less than a reasonable standard of care. Each party covenants
         that its employees and agents will be bound by the obligations of this
         Section. Furthermore, except as contemplated by this Agreement in the
         rendering of Services hereunder, neither party shall: (a) make any use
         of the other party's Company Information; (b) acquire any right in or
         assert any lien against the other party's Company Information; or (c)
         refuse to promptly return, provide a copy of, or destroy the other
         party's Company Information upon request of the other party.
         Notwithstanding the foregoing, the limitations in this Section shall
         not apply to any information that the receiving party can demonstrate:
         (i) was in the public domain at the time of disclosure to it; (ii) was
         published or otherwise became a part of the public domain, after
         disclosure to the receiving party, through no fault of its own; (iii)
         was in the possession of the receiving party at the time of disclosure
         to it from a third party who had a lawful right to such information and
         disclosed such information to it, without a breach of duty owed to the
         disclosing party; or (iv) was independently developed by the receiving
         party without reference to Company Information of the disclosing party.

13.      MISCELLANEOUS. Section 8.01 and Sections 8.03 through 8.10 of the
         Separation Agreement shall govern this Agreement and are hereby
         incorporated by reference herein; provided, however, that (i) any
         reference to "Agreement" in the above-mentioned Sections of the
         Separation Agreement shall be deemed to refer to this Administrative
         Services Agreement, and (ii) any reference to "Ancillary Agreements" in
         Section 8.06 of the Separation Agreement shall be given no force or
         effect.



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         IN WITNESS WHEREOF, AG.COM. and AG have each caused this Administrative
Services Agreement to be executed by their respective authorized officers, all
as of the date first above written.


                                             AMERICANGREETINGS.COM, INC.


                                             By:
                                                --------------------------------

                                             Print Name:
                                             Title:



                                             AMERICAN GREETINGS CORPORATION


                                             By:
                                                --------------------------------

                                             Print Name:
                                             Title:

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