printer-friendly

Sample Business Contracts

Agreement - Ford Motor Co. and Bolt Inc.

Sponsored Links

                                   AGREEMENT

This document entered into between the Parties as of the 17th day of November,
1999, constitutes a valid and binding agreement between Ford Motor Company, a
Delaware corporation with its principal place of business at The American Road,
Dearborn, Michigan 49121 ("Ford") and BOLT, Inc., a Delaware corporation with
its principal place of business at 304 Hudson Street, New York , New York 10013
("Bolt") (Ford and Bolt herein being referred to as the "Parties"). The Parties
have agreed as follows:

1.       Scope

         Ford has agreed to purchase media from Bolt on the Bolt.com web site,
         which purchase will include: having Bolt create and maintain a
         Cars.Bolt.com component of Bolt's web site; purchasing from Bolt
         certain interactive content and interactive service elements; having
         Bolt provide certain exclusive interactive features; and having Bolt
         conduct certain market research through Bolt's Business Intelligence
         Group.

2.       Term

         The term of this agreement ("Term") shall commence on January 1, 2000
         and will continue through December 31, 2002 unless terminated earlier
         pursuant to paragraph 4.(c), below; provided, however, that Ford and
         Bolt will both have the option to terminate this agreement (i)
         effective December 31, 2000 or (ii) December 31, 2001, by giving the
         other party written notice of termination at least 60 days prior to
         December 31, 2000 (in the case of (i) above) or at least 60 days prior
         to December 31, 2001 (in the case of (ii) above).

3.       Exclusivity

         During the Term hereof Bolt agrees that Ford [*] and that Bolt [*].
         For purposes of this Agreement, the term 'affiliates' shall be deemed
         to include any wholly or partially owned subsidiary of Ford as well as
         any Ford, Lincoln, Mercury, Volvo, Jaguar, Aston Martin, Mazda, or
         Think! new or used vehicle dealer. Furthermore, Ford shall have
         exclusivity within the automotive category on "bolt.com" and its
         affiliated websites and Bolt shall

<PAGE>   2

                                       2

         not accept content and/or advertising from any third parties with
         respect to any and all promotion of cars, trucks, or other motor
         vehicles; motor vehicle parts and accessories; services for motor
         vehicles; credit or financing for motor vehicles; and the sale or
         leasing of motor vehicles.

         [*].

         In addition, for one (1) year following the expiration or termination
         of this agreement, Bolt agrees that any automotive website that it is
         associated with will not duplicate specific applications developed for
         or by Ford, or distinctive elements that are solely and exclusively
         used by (for example, the "Build Your Own Dream Car" feature) the
         Ford/Bolt Cars.Bolt.com website.

4.       Payment Terms and Minimum Impressions Guarantee

         (a)      Ford will pay Bolt the sums set forth below for all media,
                  services, rights and materials provided by Bolt:

                  (1)      the sum of $[*] within 45 days following the
                           execution and delivery of this agreement by both
                           parties,

                  (2)      the sum of $[*] for the calendar year 2000, payable
                           in equal monthly installments of $[*] to be invoiced
                           at the end of each month and payable by Ford within
                           20 business days of receipt of Bolt's invoice,

                  (3)      the sum of $[*] for the calendar year 2001 (provided
                           this Agreement is not terminated pursuant to Section
                           2), payable in equal monthly installments of $[*] to
                           be invoiced at the end of each month and payable by
                           Ford within 20 business days of receipt of Bolt's
                           invoice,

                  (4)      the sum of $[*] for the calendar year 2002 (provided
                           this Agreement is not terminated pursuant to Section
                           2), payable in equal monthly installments of $[*] to
                           be invoiced at the end of each month and payable by
                           Ford within 20 business days of receipt of Bolt's
                           invoice.
                  (5)
         (b)      The payment of all sums by Ford shall be conditioned upon
                  Bolt meeting certain impression guarantee levels.  An
                  impressions breakdown for calendar year 2000 has been
                  provided by Ford to Bolt

<PAGE>   3

                                       3

                  and is included in Exhibit A and serves as further definition
                  to Bolt's Insertion Order in Exhibit B.  At least 60 days
                  before the end of calendar year 2000 Ford shall provide Bolt
                  with an impressions breakdown for calendar year 2001 and such
                  impressions breakdown will then become fully incorporated
                  into this agreement; and at least 60 days before the end of
                  calendar year 2001 Ford shall provide Bolt with an
                  impressions breakdown for calendar year 2002 and such
                  impressions breakdown will then become fully incorporated
                  into this agreement.

                  It is understood and agreed that distribution/banner delivery
                  may not increase or decrease by more than +/- 10% margin
                  bi-weekly. It is further understood and agreed that no
                  overages for any two-week period may be applied by Bolt
                  against a shortfall in any succeeding two-week period and no
                  shortfalls for any two-week period may be applied by Ford
                  against an overage in any succeeding two-week period. In the
                  event impression guarantees are not achieved as determined by
                  Ford, Bolt will provide Ford with make-goods with a [*]%
                  bonus or at Ford's option, Ford may take a credit against the
                  next monthly payment due under 4(a) above; provided, however,
                  that the calculation of impression guarantees with respect to
                  Interactive Service Elements and Exclusive Interactive
                  Features shall be made only after the launch of such elements
                  and features. Not withstanding the foregoing, the impressions
                  guaranteed for the first year, as detailed in Exhibit A, are
                  to be to be delivered prorated on a minimum, cumulative basis
                  of 15%, 35%, 65% and 100% for each of the quarters ended
                  March 31, June 30, September 30, and December 31.

         (c)      It is understood and agreed that all impression guarantees
                  will be measured against a third party adserver to be
                  selected by Ford, to track this buy, and measurement by this
                  third party will be used to conclusively determine if
                  impression guarantees have been met/ Tracking reports (proof
                  of performance) must be sent bi-weekly to Doug Weiland at
                  Ford's media buying agency Ford Motor Media, via fax to
                  313-964-2315 or e-mailed to doug.weiland@fordmotormedia.com,
                  with copies of tracking reports to be sent to Jamie Allison,
                  Internet & New Media Group, Ford Motor, via fax to
                  313-323-8170 or e-mailed to jalliso1@ford.com.

                  Subject to Section 5(a) herein, Ford reserves the right to
                  terminate this agreement in its entirety immediately in the
                  event impression

<PAGE>   4

                                       4

                  guarantees are not met by Bolt for four (4) consecutive
                  tracking periods, i.e., 8 weeks, such periods of calculation,
                  as they relate to a particular element or feature set forth
                  on Exhibit A attached hereto, to commence upon the launch of
                  such element or feature.

         (d)      Amounts paid after their due date shall bear interest at the
                  rate of one and-one half percent (1 1/2%) per month (or the
                  highest rate permitted by law, if less) until paid in full.
                  In the event of any failure by Ford to make payment, Ford
                  will be responsible for all reasonable expenses (including
                  attorneys' fees) incurred by Bolt in collecting such amounts.
                  All payment amounts in this Agreement are in U.S. dollars and
                  are exclusive of any applicable taxes and shall be made free
                  and clear of, without reduction for, (and Advertiser shall be
                  responsible for and shall indemnify Bolt against) any
                  applicable taxes pertaining to the payments under this
                  Agreement (excluding taxes based upon the net income of
                  Bolt), provided that Bolt notifies Ford in writing of such
                  taxes within 6 months after the applicable invoice date.
                  Ford shall promptly furnish Bolt with tax receipts evidencing
                  the payment of any taxes referred to in the preceding
                  sentence.

5.       Design, Implementation and  and Content of "Cars.bolt.com" Website

         (a)      Creation of the "Cars.bolt.com" Website.

                  Bolt shall be primarily responsible for the creation of the
                  "Cars.bolt.com" website. Bolt agrees that it will consult
                  with Ford concerning the design, implementation, maintenance
                  and initial content of the "Cars.bolt.com" website; which
                  shall be subject to approval rights as set forth below, and
                  will ensure that the "Cars.bolt.com" website contains the
                  general topics set forth in the attached Exhibit A or other
                  features that the parties may agree upon from time to time.
                  Notwithstanding and without limiting the foregoing, the
                  Parties agree that the "Cars.bolt.com" website shall (i)
                  display the "Ford Oval" and/or other trademarks designated by
                  Ford "above the fold" and in a manner approved by Ford, and
                  (ii) shall contain privacy related statements and links to
                  privacy policies mutually agreed upon by the Parties and
                  consistent with other portions of this Agreement. Further,
                  Bolt agrees to use its best efforts to ensure that no Bolt
                  supplied content appearing on the "Cars.bolt.com" website
                  adversely impacts Ford's brand in any material respect. Prior
                  to the initial launch of, and any modifications to, the
                  "Cars.bolt.com"

<PAGE>   5

                                       5

                  website, Bolt shall place such pages on a non-public server
                  and provide such individual as is designated by Ford with
                  notice thereof and access thereto. Ford shall have the right
                  to notify Bolt of its disapproval of any changes to content
                  (which shall include, without limitation, links to other
                  sites) and any material changes to other content which Ford
                  reasonably believes is harmful or detrimental to Ford or its
                  brand for a period of two business days (at least 48 hours)
                  from the time of receipt of notice from Bolt. Upon Bolt's
                  receipt of any such disapproval notice from Ford, Bolt will
                  delay the implementation of such disapproved changes until
                  the Parties resolve the appropriate issues raised in such
                  disapproval notice.

         (b)      Interactive Content Elements.

                  Bolt will develop certain chat rooms, moderated message
                  boards, and other interactive content in the normal course of
                  business and as otherwise mutually agreed upon by the
                  Parties. All such chat rooms, message boards and the like
                  shall be located on Bolt's servers and Bolt shall retain all
                  responsibility for maintenance, liability and support
                  therefore. Bolt expressly acknowledges and agrees that it
                  will not develop or endorse any message board, chat room,
                  other interactive element that contains any of Ford's
                  trademarks in its name (or that uses a trademark which is
                  likely to be confused with any of Ford's trademarks) or
                  otherwise undermines Ford's intellectual property rights.

         (c)      Launch Date

                  The site will be launched in accordance with the timetable
                  set forth in Exhibit A.

         (d)      Consumer Questions and Complaints

                  Bolt shall be responsible for all customer service relative
                  to the operation of the Cars.bolt.com website (which shall
                  include handling and resolution of any customer questions or
                  complaints) which it will perform in a prompt, courteous and
                  professional manner. Bolt will provide Ford with periodic
                  summaries of the nature of complaints received.
                  Notwithstanding the foregoing, any automotive product or
                  service related issues or concerns shall remain the
                  responsibility of Ford.

<PAGE>   6

                                       6

         (e)      Availability

                  The Cars.bolt.com website shall be publicly available to
                  users approximately twenty-four (24) hours each day,
                  excepting necessary website maintenance and Internet
                  performance issues outside the reasonable control of Bolt.

         (f)      Traffic Reporting

                  Bolt shall provide Ford with aggregate periodic
                  traffic/website performance reports in a manner mutually
                  agreed upon by both Parties.

         (g)      Security

                  Each Party shall take all reasonable measures to prevent
                  unauthorized access to consumer data obtained through the
                  operation of the website, and any databases or other
                  sensitive material generated from or used in conjunction with
                  the website. Each Party shall immediately notify the other
                  Party of any known security breaches, and take all necessary
                  actions to promptly notify affected consumers and to remedy
                  such breach.

         (h)      Website Backup

                  Bolt.com will provide daily and permanent backups of the
                  information detailed in this Agreement and housed on its
                  servers. All data shall be backed up daily to two locations -
                  network storage and DAT. The DATs shall be stored off-site in
                  a fire-proofed, secure tape library. The network data shall
                  be stored for three weeks, and be available for content
                  replacements. Each Party shall also maintain a development
                  environment copy of web data for rapid content replacement.

6.       Accuracy of Information Published on Bolt.com and Cars.Bolt.com

         Each Party shall be responsible for the quality and accuracy of
         information and content supplied by it contained on Bolt.com and
         Cars.Bolt.com and any additional related sites or links which may be
         created from time to time by Bolt.com. Ford shall use its commercially
         reasonable efforts to provide content and advertising media for the
         Cars.Bolt.com website in order to facilitate the impression guarantees
         set

<PAGE>   7

                                       7


         forth on Exhibit A attached hereto. Ford acknowledges that it will
         forfeit its right to terminate the agreement pursuant to Section 4(c)
         herein in the event that it fails to provide such content and
         advertising media.

7.       Information Obtained From Consumers

         [*]. Notwithstanding the foregoing, Bolt will not sell, transfer, or
         otherwise provide such information to any third parties without the
         prior written consent of Ford. All information shall be used only as
         authorized by the user that provided the information, and in strict
         compliance with Bolt's and Ford's privacy policies, as it may be
         amended from time to time. Bolt will provide a link to such policies
         governing the protection and use of user data on the "home page" of
         the website as well as on those pages of the website where users are
         required to provide personally identifying information. Any
         non-conforming use of such information by either party shall
         constitute a material breach of this Agreement and shall give such
         party due cause to terminate this Agreement.

8.       Intellectual Property

         (a)      Bolt Intellectual Property

                  As between the Parties, Bolt is, and shall remain, the owner
                  of all right, title and interest in and to the Bolt.com
                  website and the Cars.Bolt.com website (the "Bolt Intellectual
                  Property"), including, without limitation, all trademarks and
                  copyrights claimed by Bolt and all software, programs, text,
                  audio, images, graphics, "look and feel", animation, sound,
                  video, and other content associated with the Bolt
                  Intellectual Property, other than the Ford Content (as
                  defined below).

         (b)      Ford Intellectual Property

                  As between the parties, Ford is, and shall remain, the owner
                  of all right title and interest in and to all materials (such
                  as research reports) provided to Bolt by Ford in the course
                  of this Agreement (the "Ford Intellectual Property"),
                  including without limitation, all custom templates, and all
                  software, programs, text, images, graphics, "look and feel",
                  animation, sound, video, and other content associated with
                  the Ford Intellectual Property (the "Ford Content"). Upon
                  execution and delivery of this Agreement, Bolt assigns to
                  Ford all right, title and interest in and to the content
                  created by Bolt (i.e., its employees, agents, or
                  contractors), and intellectual property

<PAGE>   8

                                       8

                  rights thereto (but will not be construed to include software
                  to develop such content) used solely and exclusively in the
                  Cars.Bolt.com channel in the course of this Agreement. Bolt
                  agrees to execute any and all necessary further documents
                  that Ford may reasonably request to fully vest any
                  intellectual property rights created in furtherance of this
                  Agreement and, if requested, to reasonably assist Ford, at
                  Ford's expense, to register such rights.

                  Bolt expressly agrees that any trademarks or applications
                  developed for use solely in association with the
                  Cars.Bolt.com website (i) will not combine any trademark of
                  Ford's with and trademark of Bolt (or of any third party),
                  and (ii) shall be the property of Ford, other than the
                  Cars.Bolt.com trademark (for example, any trademark that is
                  developed to identify a feature unique to this site and which
                  is not applicable to other Bolt channels, such as the "Design
                  Your Own Dream Car" feature).

         (c)      Trademark Licenses

                  Each Party grants to the other, during the Term of this
                  Agreement, a royalty-free, non-exclusive license to use,
                  reproduce and display the trademarks, service marks, and
                  design marks listed on the attached Exhibit E (collectively,
                  the "Marks") in connection with this Agreement. Each Party
                  may amend the list of trademarks it is licensing to the
                  other, at any time, upon written notice to the other Party.
                  Use of all Marks licensed pursuant to this Agreement shall
                  reflect the licensor's standards of quality. Furthermore, the
                  Party licensing the Marks shall have the right from
                  time-to-time, by prior arrangement of the Parties, to assess
                  the quality of services offered under the Marks and to review
                  advertising and promotional materials bearing the Marks to
                  ensure that these quality standards are upheld. Each of Bolt
                  and Ford expressly acknowledges and agrees that except as
                  expressly provided herein, no right, title, license or
                  interest in or to any mark owned by the other Party (or the
                  other party's Affiliates) is intended to be given to or
                  acquired by the other Party by the execution of or
                  performance of this Agreement. Each of Bolt and Ford
                  expressly agrees that it will not use any Mark of the other
                  Party for any purpose or activity except as expressly
                  authorized or contemplated herein.

9.       Representations and Warranties

<PAGE>   9

                                       9

         Each of Bolt and Ford represents and warrants that: (1) it is a
         corporation duly organized and validly existing and in good standing
         under the laws of the state of its incorporation, (2) it has the full
         power and authority to enter into and perform its obligations under
         this Agreement, (3) it has obtained all permits, licenses, and other
         governmental authorizations and approvals required for its performance
         under this Agreement, and (4) the services to be rendered and the
         materials provided by each Party neither infringe nor violate any
         patent, copyright, trade secret, trademark, or other proprietary right
         of any third party.

10.      Provision of Advertising Materials

         The content of all Ford advertisements will be supplied, or must be
         approved in advance, by Ford. It is further understood and agreed that
         no Ford advertisements may appear on any pages with content that in
         Ford's judgment is inappropriate or otherwise inconsistent with Ford's
         advertising and business policies. Bolt reserves the right to reject
         or cancel any advertisement at any time if in Bolt's reasonable
         judgment such advertisement may subject Bolt to civil or criminal
         liability. In such case Bolt will discuss the matter with Ford and
         allow Ford the opportunity to revise or replace the advertisement. All
         banners from which minimum guaranteed impressions are calculated shall
         be placed "above the scroll" at a screen resolution of 800 x 600 using
         the Netscape or MSIE browsers v. 3.0 or better; provided, however,
         that Bolt may place additional advertising "below the scroll". The
         positioning of advertisements on any and all web pages shall be
         mutually agreed upon by Bolt and Ford.

         Bolt agrees that in addition to the restrictions set forth in this
         agreement, it will not place any advertisements or links for "adult
         sites" or advertisements, or sites that are generally considered
         offensive, on any page containing a Ford advertisement. If Ford
         determines that an advertisement is offensive, Bolt shall remove such
         advertisement from such page within 4 hours of receiving notice from
         Ford during normal business hours and 24 hours of receiving notice
         from Ford at all other times.

11.      Additional Bolt Obligations

         (a)      Bolt.com will place a static front page link to Cars.Bolt.com
                  prominently on the front page of Bolt.com throughout the Term
                  of this Agreement.


<PAGE>   10

                                       10


         (b)      Bolt will provide Ford with quarterly market research studies
                  conducted by the BOLT Media, Inc. market research team
                  working closely with the Ford (or its designated
                  advertising/buying agency) market research team to ensure
                  optimum methodology before field work commences; provided,
                  that Ford will collaborate with Bolt.com on initial approach
                  and methodology and that such methodology shall require a
                  minimum sampling of 1,000 online interviews.

         (c)      Cars.bolt.com will place a static link to YoungDrivers.com or
                  its designated affiliates as identified by Ford for the
                  purposes of encouraging participation in drivers education.

         (d)      Bolt.com will render the disclaimer listed in Exhibit D on a
                  user's screen prior to any user entering the Design Your Own
                  Dream Car section of the cars.bolt.com channel. The user will
                  have to accept these terms before they are allowed access to
                  content in the Design Your Own Dream Car section.

12.      Limitation of Liability

         In the event that Bolt fails to publish an advertisement in accordance
         with this Agreement, in the event that Bolt fails to deliver the
         number of guaranteed impressions required herein, or in the event of
         any other failure, technical or otherwise of such advertisement to
         appear as provided herein, to the extent that such failures are not
         due to a breach, directly or indirectly, of the terms herein by Ford,
         the sole liability of Bolt and exclusive remedy of Ford shall be
         limited to, at Ford's discretion, either the immediate termination of
         this agreement, or placement of the advertisement at a later time in a
         comparable position, or extension of the Term hereof until the total
         impressions are delivered. SUBJECT TO SECTION 14 HEREOF, IN NO EVENT
         SHALL BOLT BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL
         SPECIAL LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN
         CONTRACT, TORT OR OTHERWISE, EVEN IF BOLT HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES. BOLT'S AGGREGATE LIABILITY UNDER THIS
         AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY BOLT FROM
         FORD PURSUANT TO THIS AGREEMENT. NOR SHALL FORD BE LIABLE UNDER THIS
         AGREEMENT FOR ANY CONSEQUENTIAL SPECIAL LOST PROFITS, INDIRECT OR
         OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF
         FORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FORD'S
         AGGREGATE LIABILITY UNDER THIS

<PAGE>   11

                                       11

         AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAYABLE BY FORD TO
         BOLT PURSUANT TO THIS AGREEMENT.

13.      Confidentiality

         During the Term of this Agreement, and for a period of two years
         following any end date, neither party will use or disclose any
         Confidential Information of the other party, except as specifically
         contemplated herein. The foregoing restriction does not apply to
         information that (i) has been independently developed by the receiving
         party without access to the other party's Confidential Information;
         (ii) has become publicly known through no breach of this Section 11 by
         the receiving party, (iii) has been rightfully received from a third
         party authorized to make such disclosure, or (iv) is required to be
         disclosed by law; provided that the disclosing party shall use its
         best efforts to redact from such disclosure all information not
         necessary to comply with such law. "Confidential Information" shall
         mean (i) advertisements, prior to publication: (ii) the financial
         terms of this Agreement and any Bolt statistics marked as
         "Confidential" or "Proprietary" that shall be deemed Bolt Confidential
         Information; and/or (iii) any information designated in writing or
         identified orally at time of disclosure, by the disclosing party as
         "confidential" or "proprietary" and confirmed as such by the
         furnishing party in a written instrument delivered to the receiving
         party within ten (10) working days after such oral delivery (such
         confirmatory instrument specifically describing the relevant
         Confidential Information and the date of its oral delivery).

14.      Indemnification

         Bolt and Ford agree to indemnify, defend, and hold harmless the other
         Party (and its parents, subsidiaries, affiliates, successors, and
         assigns) from and against all losses, liabilities, damages, actions,
         claims, expenses and costs (including reasonable attorneys' fees)
         which result or arise out of or in connection with any breach of this
         Agreement or out of or in connection with any material supplied to the
         other in furtherance of this Agreement.

15.      Publicity

         The Parties agree that no press releases, announcements or statements
         of any kind will be made regarding this Agreement without the prior
         written consent of the other Party, which consent shall not be
         unreasonably withheld.


<PAGE>   12

                                       12


16.      Dispute Resolution

         If a dispute arises between the parties that cannot be resolved
         otherwise, the following procedure shall be implemented before either
         Party pursues other available remedies except that nothing contained
         herein shall prevent either Party from seeking injunctive relief from
         a court where appropriate in order to maintain the status quo while
         this procedure is being followed or to seek injunctive relief or any
         other equitable or judicial remedy, in any applicable forum which
         either Party deems necessary to protect its intellectual property
         rights:

         (a)      Initial Meeting

                  The Parties shall hold a meeting promptly, attended by
                  persons with decision-making authority regarding the dispute,
                  to attempt in good faith to negotiate a resolution of the
                  dispute; provided, however, that no such meeting shall be
                  deemed to vitiate or reduce the obligations and liabilities
                  of the Parties hereunder or be deemed a waiver by a Party
                  hereto of any remedies to which such Party would otherwise be
                  entitled hereunder.

         (b)      Mediation

                  If, within ten (10) business days after such meeting, the
                  Parties have not succeeded in negotiating a resolution of the
                  dispute, they agree to submit the dispute to mediation in
                  accordance with the then-current rules of the Center for
                  Public Resources ("CPR"). The Parties will jointly appoint a
                  mutually acceptable mediator, seeking assistance in such
                  regard from the CPR if they have been unable to agree upon
                  such appointment within 10 days from the conclusion of the
                  negotiation period.

         (c)      Arbitration

                  The Parties agree to participate in good faith in the
                  mediation and negotiations related thereto for a period of
                  ten (10) business days. If the Parties are not successful in
                  resolving the dispute through the mediation, then the Parties
                  agree to submit the matter to binding arbitration in
                  accordance with the then-current commerical rules of the
                  American Arbitration Association, by a sole arbitrator.

<PAGE>   13

                                       13

         (d)      Procedure

                  Mediation or arbitration shall take place in Dearborn,
                  Michigan unless otherwise agreed by the Parties. The
                  substantive and procedural law of the State of Michigan shall
                  apply to the proceedings, to the extent not inconsistent with
                  the then current commercial rules of the American Arbitration
                  Association. Equitable remedies shall be available in any
                  arbitration. Punitive damages shall not be awarded. This
                  clause is subject to the Federal Arbitration Act, 9 U.S.C.A.
                  Section 1 et seq. and judgment upon the award rendered by the
                  Arbitrator, if any, may be entered by any court having
                  jurisdiction thereof.

17.      Miscellaneous

         (a)      No Agency or Partnership Relationship

                  In no event shall the Parties be deemed to have any agency or
                  partnership relationship between them as a result of this
                  Agreement.

         (b)      Assignment

                  This Agreement has been executed in consideration of the
                  Parties involved and therefore may not be assigned or
                  transferred to a third party without the prior written
                  consent of the other Party, such approval not be unreasonably
                  withheld. Notwithstanding the foregoing, Ford may assign this
                  Agreement without the prior consent of Bolt to any wholly or
                  partially owned subsidiary of Ford Motor Company.

         (c)      Entire Agreement, Amendment, Waiver

                  This Agreement embodies the entire agreement of the Parties
                  and supersedes any other agreements or understandings between
                  them, whether oral or written, relating to this subject
                  matter. No amendment or modification or waiver of a breach of
                  any term or condition of this Agreement shall be valid unless
                  in a writing signed by each of the Parties. The failure of
                  either Party to enforce, or the delay by either of them in
                  enforcing, any of their respective rights under this
                  Agreement will not be deemed a continuing waiver or a
                  modification of any rights hereunder and either Party may,
                  within the time provided by applicable law and consistent
                  with the provisions of

<PAGE>   14

                                       14

                  this Agreement, commence appropriate legal proceedings to
                  enforce any or all of its rights.

         (d)      Notices

                  Any notice or other communication hereunder must be given in
                  writing and either (a) delivered in person, (b) transmitted
                  by facsimile transmission or other telecommunications
                  mechanism, (c) sent by nationally recognized overnight
                  courier service or (d) mailed by certified mail, postage
                  prepaid, receipt requested as follows:

                  If to Ford:
                  Ford Motor Company
                  Attn: Corporate Secretary
                  The American Road
                  Dearborn, MI  48121

                  If to Bolt:
                  Bolt, Inc.
                  Attn: Corporate Secretary
                  304 Hudson Street
                  New York, NY   10013

                  All notices personally delivered shall be deemed received on
                  the date of delivery. Any notice sent via facsimile
                  transmission shall be deemed received on the date shown on
                  the confirmation advice. Any notice by certified mail shall
                  be deemed to have been given on the date of receipt or
                  refusal thereof. The date of any notice by overnight mail
                  service shall be the date the airbill is signed by the
                  recipient. Either Party may change its address for the
                  receipt of notices by giving notice thereof to the other.

         (e)      Excusable Delays

                  Neither Party shall be liable for a failure to perform any of
                  its obligations hereunder that arise from causes or events
                  beyond its reasonable control and without its fault or
                  negligence.

         (f)      Partial Invalidity

                  Any provision of this Agreement which is found to be invalid
                  or unenforceable by any court in any jurisdiction will, as to
                  that

<PAGE>   15

                                       15

                  jurisdiction, be ineffective to the extent of such invalidity
                  or unenforceability, and the invalidity or unenforceability
                  of such provision will not affect the validity or
                  enforceability of the remaining provisions hereof.

         (g)      Title and Headings

                  Titles and headings of articles and sections of this
                  Agreement are for convenience only and will not affect the
                  construction of any provision of this Agreement.

         (h)      Survival

    Notwithstanding anything to the contrary contained herein, any
                  representations and warranties made by the Parties shall
                  survive the term of this Agreement for a period of six (6)
                  years.

         (i)      Counterparts

         This Agreement may be executed in counterparts each of which will be
                  deemed an original, but all of which taken together will
                  constitute one and the same instrument.

         (j)      Governing Laws

                  This Agreement is governed by the internal laws of the State
                  of Michigan.


<PAGE>   16

                                       16

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written.

BOLT Media, Inc.                               FORD MOTOR COMPANY

By: /s/ Frank M. Harrison                     By: /s/ James C. Schroer
   ------------------------------                 ------------------------------
Name: Frank M. Harrison                       Name: James C. Schroer
     ----------------------------                   ----------------------------
Title: Sr. VP Finance                         Title: VP-Marketing
      ---------------------------                    ---------------------------

<PAGE>   17

                                       17

                                   EXHIBIT A


<CAPTION>
                                             ---------------------------
                                                    Bolt Revised
                                   --------  ---------------------------
                                                   Guaranteed
                                                    Minimum
                                   Launch            Page
Section                            Date        CPM   Loads     Price
-------                            --------  ---------------------------
                                              ($)     (M)       ($)
                                                  
CARS.BOLT.COM / FRONT PAGE          1/1/2000   $[*]   [*]       [*]
--------------------------

INTERACTIVE CONTENT ELEMENTS:
-----------------------------
                               [*]  1/1/2000   $[*]   [*]       [*]
                               [*]  7/1/2000   $[*]   [*]       [*]
                               [*]  1/1/2000   $[*]   [*]       [*]
                               [*]  1/1/2000   $[*]   [*]       [*]

INTERACTIVE SERVICE ELEMENTS:
-----------------------------
                               [*]  3/1/2000   $[*]   [*]       [*]
                               [*]  3/1/2000   $[*]   [*]       [*]
                               [*]  4/1/2000   $[*]   [*]       [*]
                               [*]  4/1/2000   $[*]   [*]       [*]
                               [*]  3/1/2000   $[*]   [*]       [*]
                               [*]  2/1/2000   $[*]   [*]       [*]

EXCLUSIVE INTERACTIVE FEATURES:
-------------------------------
                               [*]  5/1/2000   $[*]   [*]       [*]
                               [*]  4/1/2000   $[*]   [*]       [*]

BOLT.COM TARGETED UNITS:
------------------------
                               [*]  1/1/2000   $[*]   [*]       [*]

BOLT.COM ROS:
-------------
                               [*]  1/1/2000   $[*]   [*]       [*]

                                               $[*]   [*]       [*]


<PAGE>   18

                                       18


                                   EXHIBIT B

[BOLT LOGO]

                                INSERTION ORDER

ORDER NUMBER:              99101
BOLT REPRESENTATIVE:       Josh Weil
DATE:                      11/1/1999

ADVERTISER
Ford Motor Company
Internet & New Media Group
Attn: Jamie Allison
Telephone: (313) 845-8202
Fax: (313) 845-8399
Email: jallison@ford.com

--------------------------------------------------------------------------------
BILL TO (CHECK ONE)
ADVERTISER:         X
AGENCY:           _____
IN-HOUSE AGENCY:  _____


<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
             END                       AGENCY                                                              REVENUE
START DATE   DATE           RATE       DISCOUNT       TOTAL DUE    PAYMENT SCHEDULE                        SHARE
-----------------------------------------------------------------------------------------------------------------------
                                                                                        
01/1/2000    12/31/2002     n/a        n/a            $[*]         Please see payment schedule attachment  n/a
-----------------------------------------------------------------------------------------------------------------------



<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                                       GUARANTEED
                                                                                           LINK TO     NUMBER OF
CREATIVE              POSITION                                      TEXT OF LINK           URL         IMPRESSIONS
-----------------------------------------------------------------------------------------------------------------------
                                                                                          
Please see creative                                                                                    [*]*
specification and                                                                                      brand
impression                                                                                             impressions,
guarantee attachment                                                                                   [*]**
                                                                                                       brand
                                                                                                       interactions
-----------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
TERMS AND CONDITIONS:  This insertion order is subject to the terms and
conditions ("Standard Terms") appearing on both sides of this Insertion Order,
and such Standard Terms are made a part of this insertion order by reference.
The signatory of this Insertion Order represents that he has read and agrees to
such Standard Terms.


                                                                                    
AUTHORIZED BY:                                 PHONE:                                      DATE:
              -------------------------------         ------------------------------            -------------------
PRODUCTION CONTACT:                            PHONE:                                      DATE:
                   --------------------------         ------------------------------            -------------------


PLEASE SIGN RETURN WITH DEPOSIT TO BOLT MEDIA, INC.,  AT 304 HUDSON STREET, NEW
YORK, NY 10003

*3 year impression levels are projected over 3 years based on year 1 CPMs (per
11/17/99 agreed terms)


<PAGE>   19

                                       19

                                   EXHIBIT C

[*]


<PAGE>   20

                                       20

                                   EXHIBIT D

I UNDERSTAND AND AGREE THAT WHEN I SUBMIT MY DREAM CAR IDEA THROUGH THE "DESIGN
YOUR OWN DREAM CAR" FEATURE ON CARS.BOLT.COM, I AM GIVING UP ALL COPYRIGHT AND
OTHER INTELLECTUAL PROPERTY RIGHT CLAIMS (OTHER THAN PATENT RIGHTS) I MAY HAVE
AGAINST FORD MOTOR COMPANY'S COPYING OR OTHERWISE USING MY DREAM CAR IDEA. I
FURTHER UNDERSTAND AND AGREE THAT FORD MOTOR COMPANY AND ITS SUBSIDIARIES ARE
UNDER NO OBLIGATION TO USE MY IDEA OR TO HOLD IT IN CONFIDENCE.


<PAGE>   21

                                       21

                                   EXHIBIT E

Ford Trademarks, Service Marks, Design Marks

-     Ford Oval
-     Ford Motor Company Script
-     Others to be added and amended as appropriate