Sample Business Contracts

Advertising Insertion Order - LifeMinders inc. and Inc.

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                                         Advertising Insertion Order
         LifeMinders [GRAPHIC OMITTED]

<S>                                  <C>                 <C>
          Order #: 0                 Revision #: 3        Sales Contact: Michael Penny
      Client Order                                                       VP Sponsorship Sales
           Number: 0                                                     Phone: 704.521.9457
             Date: 10/1/00                                     
         Campaign: Slotting                                              Fax: 253.276.2792
              URL:                       Traffic Contact: Daria Kaczmarskyj
                                                                         Sr. Account Manager
                                                                         Phone: 703.707.8261 ext. 390
                   Advertiser                                            Agency
            Name:                                      Name: Agency of Record
         Address:  3467 W. Hillsboro Blvd.                      Address:
                   Deerfield Beach, FL 33442

          Contact: Angela Dowgos                                Contact: Agency Contact Name
 Creative Contact: Steve Johnson                       Creative Contact: Agency Contact Name
            Phone: 954.360.9022                                   Phone: Agency Phone #
              Fax: 954.360.9095                                     Fax: Agency Fax #
           E-Mail:                             E-Mail: Agency Contact E-Mail Address
                   Order Details
  Contract Length: 12 months                                   Net Cost: [__________] (See Program Detail)
       Start Date: 10/1/00
         End Date: 9/30/01
 Billing Currency: US Dollar
          Bill To: Advertiser
            Terms: Net 30
          Billing: Monthly

                    Terms and Conditions
All creative materials and any changes must be delivered at least 4 days in
advance to the identified Traffic Contact at Error! Reference source not found.

A LifeMinders' Insertion Order number and flight dates must be referenced in all
correspondence. LifeMinders will not issue any credit or make good due to late
or incorrectly submitted materials and/or late or incomplete information.

The Insertion Order is subject to the program details ("Program Details")
attached hereto as Exhibit A and terms and conditions ("Standard Terms")
attached hereto as Exhibit B 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/she has read and agrees to such standard
terms and program details.

Authorized by (Client Signature) /s/                          Date: 10/13/00
                                -----------------------------      -------------
Print Name: Angela Dowgos          Company:  Phone: 954-360-9022
           -----------------------         ------------       ------------------
Production Contact: Steve Johnson  Phone: 954-360-9022  Email:
                   ---------------       --------------       ------------------

Authorized by (LifeMinder Signature) /s/                      Date: 10/13/00
                                    -------------------------      -------------
Print Name: Michael Perry        Company: LifeMinders, Inc.  Phone: 704-521-9457
           --------------------          -------------------       -------------

Please complete and return to, Inc.    Fax#: 253.276.2792

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                                         Advertising Insertion Order
         LifeMinders [GRAPHIC OMITTED]

                  Exhibit A - Program Detail


     o    eDiets agrees to pay Lifeminders a minimum monthly fee of [___________
          __________________________] for the period beginning September 1 and
          ending December 31, 2000 during which Lifeminders guarantees delivery
          of 1,350 new final sales ("Paid Customers") in each of the four
          months. Beginning January 1, 2001 and ending August 31, 2001, eDiets
          agrees to pay Lifeminders a minimum monthly fee of [__________________
          ___________________________] during which Lifeminders guarantees
          delivery of 2,700 Paid Customers in each of the 8 months to be applied
          to the a total yearly contract minimum of 32,400 new members. A final
          new sale does not include any credit card sale that has been declined
          or cancelled.

     o    In the event that Lifeminders is unable to deliver the minimum monthly
          Paid Customers, Lifeminders will have thirty (30) days to make up the
          shortfall. Failure to make up the shortfall will give eDiets the
          right, in its sole discretion, to either terminate the agreement or
          extend the Make Good Period another thirty (30) days. Should eDiets
          elect to terminate the agreement, eDiets will be entitled to a full
          refund equal to the difference between all fees paid to Lifeminders by
          eDiets and the total of all Paid Customers delivered up to date of
          termination multiplied by [__________] Paid Customer. Such refund
          shall be payable to eDiets within thirty (30) days of termination.

     o    Should Lifeminders deliver to eDiets Paid Customers over and above the
          minimum monthly guarantee ("Additional Sales"), eDiets agrees to pay
          Lifeminders [____________________________] for each Additional Sale.

     o    The Company agrees to allow the Client use of content.

     o    LifeMinders agrees to provide eDiets prior notification of Diet
          Competitors wanting to advertise within the Fitness & Diets Tips

Authorized by (client signature) /s/ Angela Dowgos          Date: 10/10/00
                                --------------------------       ---------------

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                                         Advertising Insertion Order
         LifeMinders [GRAPHIC OMITTED]

      Exhibit B - Standard Terms and Conditions for LifeMinders Advertising

The following Terns and conditions (the "Standard Terms") shall be deemed to be
incorporated into the attached insertion order (the "Insertion Order"):

     1.   Terms of Payment. Advertiser must submit completed credit application
          to determine terms of payment. If no credit application is submitted
          or the request for credit is denied by LifeMinders Inc.
          ("LifeMinders") in its sole discretion, the Insertion Order must be
          paid in advance of the advertisement date, and/or information
          delivery. If LifeMinders approves credit, Advertiser will be invoiced
          on the first day of the contract period set forth in the Insertion
          Order and payment shall be made to LifeMinders (Attn: Accounts
          Receivable, 1110 Herndon Parkway, Suite 300, Herndon, VA 21070) within
          thirty (30) days from the date of invoice ("Due Date"). Amounts paid
          after the Due Date shall bear interest at the rate of two percent
          (1.5%) per month. In the event Advertiser fails to make timely
          payment, Advertiser will be responsible for all reasonable expenses
          (including attorney's fees) incurred by LifeMinders in collecting such
          amounts. LifeMinders reserves the right to suspend performance of its
          obligations hereunder (or under any other agreement with Advertiser)
          in the event Advertiser fails to make timely payment hereunder or
          under any other agreement with LifeMinders.
     2.   Positioning. Except as otherwise expressly provided in the Insertion
          Order or Program Detail, positioning of advertisement within the
          LifeMinders properties is at the sole discretion of LifeMinders.
          LifeMinders may, at its sole discretion, remove from the Insertion
          Order (and substitute with similar inventory) any object that it
          believes to be a trademark, trade name, company name, product name, or
          brand name belonging to or claimed by a third party.
     3.   Placement. LifeMinders reserves the right, at its sole discretion, to
          fulfill distribution requirements through its Private Label LifeMinder
          network of mailings, in addition to its branded LifeMinders e-mails.
     4.   Usage Statistics. Unless specified in the Insertion Order, LifeMinders
          makes no guarantee with respect to usage statistics or levels of
          impressions for any advertisement. Advertiser acknowledges that
          delivery statistics provided by LifeMinders are the official,
          definitive measurements of LifeMinders performance on any delivery
          obligations provided in the Insertion Order.
     5.   Renewal. Except as expressly set forth in the Insertion Order, any
          renewal of the Insertion Order and acceptance of any additional
          advertising order shall be at LifeMinders sole discretion. Pricing for
          any renewal period is subject to change by LifeMinders from time to
     6.   No Assignment or Resale of Ad Space. Advertiser may not resell, assign
          or transfer any of its rights hereunder, and any attempt to resell
          assign or transfer such rights shall result in immediate termination
          of this contract, without liability to LifeMinders.
     7.   Limitations of Liability. In the event (i) that LifeMinders fails to
          publish an advertisement in accordance with the schedule provided in
          the Insertion Order, (ii) LifeMinders fails to deliver the number of
          total e-mails specified in the Insertion Order (if any) by the end of
          the specified period, or (iii) of any other failure, technical or
          otherwise, of such advertisement to appear as provided in the
          Insertion Order, the sole liability of LifeMinders to Advertiser shall
          be limited to, at LifeMinders sole discretion, a pro rata refund of
          the advertising fee representing undelivered e-mails, placement of the
          advertisement at a later time in a comparable position, or extension
          of the term of the Insertion order until total impressions are
          delivered. In no event shall LifeMinders be responsible for any
          consequential, special, punitive or other damages, including without
          limitation, lost revenue or profits, in any way arising out of or
          related to the Insertion Order/Standard Terms or publication of the
          advertisement, even if LifeMinders has been advised of the possibility
          of such damages. Without limiting the foregoing, LifeMinders shall
          have no liability for any failure or delay resulting from any
          governmental action, fire, flood, insurrection, earthquake, power
          failure, riot, explosion, embargo, strikes whether legal or illegal,
          labor or material shortage, transportation interruption of any kind
          work slowdown or any other condition beyond the control of LifeMinders
          affecting production or delivery in any manner.

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                                         Advertising Insertion Order
         LifeMinders [GRAPHIC OMITTED]

     8.   Advertisers Representations; Indemnification. Advertisements are
          accepted upon the representation that Advertiser has the right to
          publish the contents of the advertisement without infringing the
          rights of any third party and without violating any law. In
          consideration of such publications, advertiser agrees, at its own
          expense, to indemnify, defend and hold harmless LifeMinders, and its
          employees, representatives, agents and affiliates, against any and all
          expenses and losses of any kind (including reasonable attorney's fees
          and costs) incurred by LifeMinders in connection with any claims,
          administrative proceedings or criminal investigations of any kind
          arising out of publication of the advertisement and/or any material,
          product or service of Advertiser to which users can link through the
          advertisement (including without limitation, any claim of trademark or
          copyright infringement, defamation, breach of confidentiality, privacy
          violation, false or deceptive advertising or sales practices).
     9.   Provision of Advertising Materials. Advertiser will provide all
          materials for the advertisement in accordance with LifeMinders'
          policies in effect from time to time, including (without limitation)
          the manner of transmission to LifeMinders and the lead-time prior to
          publication of the advertisement. LifeMinders shall not be required to
          publish any advertisement that is not received in accordance with such
          policies and reserves the right to charge Advertiser, at the rate
          specified in the Insertion Order, for inventory held by LifeMinders
          pending receipt of acceptable materials from Advertiser which are past
          due. Advertiser hereby grants to LifeMinders a non-exclusive,
          worldwide, fully paid license to use, reproduce and display the
          advertisement (and the contents, trademarks and brand features
          contained therein) in accordance herewith.
     10.  Content Partner Specifics. In addition to Standard Terms, Content
          Partnership requires (i) content summary of Advertiser content for
          placement into LifeMinder e-mails and (ii) a modified billing cycle
          (a) If an e-mail runs between the 1st-15th of month; Delivery for that
          run will be tallied until the 15th of the following month and (b) If
          an e-mail runs between the 16th-31st of month; delivery for that run
          will be tallied until the 31st of the following month.
     11.  Right to Reject Advertisement. All Contents of advertisements are
          subject to LifeMinders' approval. LifeMinders reserves the right to
          reject or cancel any advertisement, insertion order, URL link, space
          reservation or position commitment, at any time, for any reason
          whatsoever (including belief by LifeMinders that placement of
          advertisement, URL Link, etc., may subject LifeMinders to criminal or
          civil liability).
     12.  Press Release. Upon agreement to the Insertion Order, and during the
          term of this agreement, LifeMinders may, at its sole discretion, issue
          any mutually approved press release. Advertiser shall make no public
          announcement regarding the existence or content of the Insertion Order
          without LifeMinders' written approval, which may be withheld at
          LifeMinders' sole discretion.
     13.  Cancellation. Except as otherwise provided in the Insertion Order, the
          Insertion Order is non-cancelable by Advertiser.
     14.  Construction. No conditions other than those set forth in the
          Insertion Order or these Standard Terms shall be binding on
          LifeMinders unless expressly agreed to in writing by LifeMinders. In
          the event of any inconsistency between the Insertion Order and the
          Standard Terms, the Standard Terms shall control.
     15.  Miscellaneous. These Standard Terms, together with the Insertion
          Order, (i) shall be governed by and construed in accordance with, the
          laws of the State of Virginia, without giving effect to principles of
          conflicts of law; (ii) may be amended only by a written agreement
          executed by an authorized representative of each party; and (iii)
          constitute the complete and entire expression of the agreement between
          the parties, and shall supersede any and all other agreements, whether
          written or oral, between the parties. Both parties consent to the
          jurisdiction of the courts of the stat of Virginia with respect to any
          legal proceeding arising in connection with the Insertion
          Order/Standard Terms.

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