Sample Business Contracts

Sponsorship Agreement [Amendment No. 1] - iVillage Inc. and Inc.

Sponsored Links

                                 FIRST AMENDMENT

                                     TO THE

                              SPONSORSHIP AGREEMENT

                   (Impression and Customer Acquisition Based)

         THIS FIRST AMENDMENT with an effective date of November 1, 2000 (the
"Effective Date") by and between iVillage Inc., located at 500-512 Seventh
Avenue, New York, New York 10018 ("iVillage") and Inc. located at
3467 West Hillsboro Boulevard, Deerfield, Florida 33442 ("Sponsor") hereby
amends and restates the Sponsorship Agreement entered into on June 7, 2000 (the
"Original Agreement").

         WHEREAS, the parties to the Original Agreement desire to amend the
Original Agreement to modify the sponsorship deliverable obligations on the part
of iVillage in a manner as provided for herein.

         NOW THEREFORE, in consideration of the services delivered by iVillage
through the Effective Date of this First Amendment, Sponsor agrees to pay the
sum of $118,465.00 by wire transfer within five (5) business days of the signing
of this amendment. This sum represents payment for 1,247 paid customers
delivered to Sponsor by iVillage during the month of October, 2000 at a rate of
$95 per customer.

         Furthermore the parties agree to the following:

         1.       Section 2 Sponsorship Deliverables shall be amended and
                  restated as follows:

                  (2)(A)(i)    Paid Customer Account Goals for the Period of the
                  - Effective Date of the First Amendment - March 31, 2001.
                  iVillage agrees to use commercially reasonable efforts to
                  provide to Sponsor (a) one thousand (1,000) paid customers for
                  the period of November 1, 2000 through November 30, 2000 and
                  one thousand (1,000) paid customers for the period of December
                  1, 2000 through December 31, 2000; and (b) one thousand seven
                  hundred fifty (1,750) paid customers in each month for the
                  period of January through March 30, 2001 ("Q1, 2001"). For
                  purposes of this provision paid customer shall be defined as a
                  visitor to the Sponsor's site that purchases a Sponsor's
                  weight loss program during their initial visit to said site as
                  a result of a Click Through from the iVillage Network (each a
                  "Paid Customer"). Sponsor agrees to pay iVillage [____________
                  ____________________] Paid Customer payable and due on a
                  monthly basis. Customers acquired through subsequent Sponsor
                  re-marketing programs are not to be counted toward Paid
                  Customer number. Sponsor agrees to provide to iVillage
                  mutually acceptable reporting of Paid Customers acquired
                  pursuant to this Agreement on a daily basis. iVillage may
                  elect by providing thirty (30) days written notice, to audit
                  the books and records


                  of Sponsor to determine the accuracy of the sales report
                  providing iVillage with Paid Customer numbers and information,
                  which audit will be at iVillage's sole expense.

                  (2)(A)(ii)   Sponsor Placements. iVillage agrees to provide
                  the following placement on the iVillage Network in the
                  following manner. Additionally, it is agreed between Sponsor
                  and iVillage that the following promotional placements
                  provided to Sponsor throughout Q1, 2001, shall constitute
                  commercially reasonable efforts on the part of iVillage.

                  (2)(A)(ii)   Placement throughout the Diet & Fitness Channel
                  as follows:

                            o     Permanent Placement in one Sponsor Text
                                  Tagline on each page of Diet & Fitness
                            o     3 million 468X60 top banner Impressions per
                            o     1 million 468X60 bottom banner Impressions
                                  per month
                            o     Additional 1 million 468X60 bottom Banner
                                  Impressions per month - if available
                                  (availability based on advertising inventory
                                  as determined by iVillage's discretion) which
                                  shall be scheduled at "bulk" priority).
                            o     Exclusive Placement (Ron, what does this
                                  mean? provide details) on each page of the
                                  one hundred plus club.

                  (2)(A)(iii)     Placement throughout Astrology as follows:

                            o     Permanent Placement on the following pages:

                                  i.   The side nav of
                                  v.   the side nav of
                                  vi.  the side nav of
                                  vii. the side nav of
                                  viii. all pages on the

                            o     25,000,000 "run of Astrology" Impressions per

                  (2)(A)(ii)      allHealth placement in the following manner:
                            o     1,000,000 "Run of Health" Impressions per

                  (2)(A)(ii)      AOL/Never Say Diet placement in the following
                            o     Permanent Placement on every page


                  (2)(A)(ii)      Other Impressions
                            o     48,000,000 Run of Network Impressions per

                  (2)(A)(iii)     Paid Customer Account goals for the period
                  April 1, 2001 - June 30, 2001 ("Q2, 2001"):

                  (2)(A)(iii)(a)  iVillage and Sponsor agree to work together in
                  good faith to set mutually agreed upon account goals for Paid
                  Customers for the period April 1, 2001 through June 30, 2001
                  which account goals shall be based upon the flowing criteria,
                  as evaluated for the period as provided herein in Section

                            i.     iVillage traffic growth
                            ii.    iVillage sell-through rate (available
                            iii.   Sponsor Click Through and conversion to sale
                                   rate trends
                            iv.    Seasonal fluctuations of Sponsor's Sales
                            v.     Effective CPM to iVillage
                            vi.    Number of Sponsor ads appearing on the
                                   iVillage Network per page

                  (2)(A)(iii)(b) In an effort to ensure the parties are able to
                  mutually agree to the commercially reasonable efforts expected
                  of iVillage for Q2, 2001 (and each subsequent quarter
                  throughout the term of the Agreement) in a timely manner, the
                  parties agree to the following

                            o      Beginning March 1, 2001 the parties will
                                   commence negotiation in good faith to
                                   determine commercially reasonable commitments
                                   (account goals required of iVillage and a
                                   definition of commercially reasonable efforts
                                   required of iVillage to reach that goal) Q2,
                                   2001. If, after a period of thirty (30) days
                                   of "good faith" negotiation, the parties have
                                   not mutually agreed on the account goals for
                                   Paid Customers, and commercially reasonable
                                   effort then:
                                    o     the placements and promotions that
                                          constituted commercially reasonable
                                          efforts in Q1, 2001 shall remain
                                          throughout the Q2, 2001.
                                    o     the actual number of Paid Customers
                                          received in Q2, 2001 shall be deemed
                                          acceptable account delivery of Paid
                                          Customers to Sponsor for Q2, 2001';
                                          however, the monthly goal for Q2, 2001
                                          shall be no less than the monthly goal
                                          for Q1, 2001.
                            o      Notwithstanding anything to the contrary,
                                   iVillage agrees that the account goals for
                                   Paid Customers will not be set lower than one
                                   thousand (1,000) per month except in the
                                   event Sponsor click through and conversion
                                   rates have begun to trend down below those
                                   rates reported at the end of Q3, 2001 (period


                                    through September 30, 2001") indicating
                                    potential saturation of the iVillage user
                                    base. Sponsor will ensure that iVillage will
                                    be given the most favorable conversion
                                    accounting provided to any other third party
                                    by Sponsor.

                  (2)(A)(iii)(c) If the parties cannot reach mutual agreement
                  for the next consecutive three month period occurring
                  throughout the Term ("a Quarter") following a similar thirty
                  (30) days of good faith negotiations, than both parties shall
                  agree to the minimum account goal of one thousand (1,000) Paid
                  Customers per month for the remainder of the term of the

         2.       Except as expressly amended herein this First Amendment, all
                  terms and conditions of the Original Agreement, shall remain
                  in full force and effect.

         IN WITNESS WHEREOF, the parties hereto intending to be legally bound,
hereby, have each executed and delivered this First Amendment as of the date
first written above. Inc.                           iVillage Inc.

By:                                       By:
   -----------------------------             -----------------------------------
                                                    Steve Elkes
Name:                                     Title: Executive Vice President,
     ---------------------------                 Operations and Business Affairs