Sponsorship Agreement - Garage.com and Alburger Basso de Grosz Insurance Services Inc. D/B/A ABD Insurance and Financial Services
garage.com
SPONSORSHIP AGREEMENT
This Sponsorship Agreement (this "Agreement") is entered into as of
September 30, 1998 between garage.com, a California corporation (the
"Company"), and Alburger Basso de Grosz Insurance Services, Inc., DBA abd
Insurance and Financial Services ("Sponsor").
The Company is in the process of establishing an Internet-based service for
matching pre-screened "seed stage" technology startup investment opportunities
with high quality, pre-screened angel, corporate and venture capital investors.
Sponsor is an insurance and benefits consulting firm which provides insurance
and benefits consulting services to, among other clients, emerging growth and
technology companies. Sponsor desires to have its name and services prominently
featured on the Company's Website for viewing by entrepreneurs and investors,
on the terms and conditions set forth below.
1. THE COMPANY. The Company will promptly establish and operate an
Internet-based service for matching pre-screened "seed stage" technology
startup opportunities with high quality, pre-screened angel, corporate and
venture capital investors ("On-Line Matchmaking"). During the term of this
Agreement, the Company shall focus its activities on On-Line Matchmaking,
obtaining related advertising, and organizing and conducting related seminars
and events.
2. SPONSORSHIP AND PROMOTIONAL ACTIVITIES.
2.1 SPONSORSHIP OF THE COMPANY.
(a) The Company shall have not more than one "founding sponsor"
in each service area related to technology start up companies (banking, law,
venture capital, accounting, investment banking, real estate brokerage,
headhunting, etc.). Sponsor shall be the sole "founding sponsor" of the Company
in the insurance and benefits consulting services area. As such, Sponsor shall
be the most prominently featured insurance and benefits consulting services
firm on the Company's public World Wide Web site, currently located at
http//www.garage.com (the "Site"), and in marketing, advertising and
promotional materials ("Marketing Materials") distributed by or for the
Company, and shall be the sole contributor of content in content forums and
expert columns on the public and private portions of the Site relating to
insurance and benefits consulting services issues. The Company shall
prominently feature Sponsor's banners, hyperlinks, advertising materials and
content on the Site, including in both the public and private portions of the
Site as prominently as all other "founding sponsors" of the Company and shall
identify and feature Sponsor in the Company's Marketing Materials as
prominently as all other "founding sponsors" of the Company. By way of example,
the Company shall prominently feature Sponsor's content-based insurance and
benefits consulting services forum in the public and private portions of the
Site, together with Sponsor's designated banners and hyperlinks, and shall
prominently identify Sponsor as one of the Company's select
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and exclusive "founding sponsors". Sponsors shall have the right to review and
approve all content and material referencing Sponsor on the Site or in the
Company's Marketing Materials, provided that the Company shall retain sole
editorial control over issues such as placement, size and other elements of
presentation on the Site. For purposes of this Section 1, (i) a "founding
sponsor" means Sponsor, Silicon Valley Bank, PricewaterhouseCoopers, Venture
Law Group, Advanced Technology Ventures, Credit Suisse First Boston, Heidrick &
Struggles and other entities who enter into agreements to become "founding
sponsors" of the Company on terms and conditions satisfactory to the Company's
Board of Directors; and (ii) "insurance and benefits consulting services firm"
means an entity whose primary business is the provision of insurance and
benefits consulting services.
(b) Nothing in Section 2.1(a) shall limit the Company's right (i)
to run banner or other forms of advertisements on the Site or in the Company's
Marketing Materials for insurance and benefits consulting services firms other
than Sponsor; (ii) to feature insurance and benefits consulting services firms
other than Sponsor on the Site (including maintaining hyperlinks to such firms'
World Wide Web sites) or in the Company's Marketing Materials or to accept other
insurance and benefits consulting services firms as "sponsors" of the Company as
long as all of the requirements of "most prominent" featuring of Sponsor in
Section 2.1(a) above are followed, including, but not limited to, the
requirement that Sponsor will be the "most prominently" featured insurance and
benefits consulting services firm on the Site and in the Company's Marketing
Materials, that the Sponsor will be the only insurance and benefits consulting
services firm to host and contribute content forums and expert columns on the
Site, and that the Sponsor will be the only insurance and benefits consulting
services firm which provides content on the Site; or (iii) to have other
insurance and benefits consulting services firms represent the Company in
insurance or benefits matters.
(c) Sponsor shall not sponsor or promote (in a manner similar to
this Agreement) or invest in any other service (or person or entity providing
such service) which seeks to match investment opportunities in technology
startup companies with investors in a manner competitive with the Company. The
Company shall be the only such service featured on Sponsor's Website and in its
promotional or marketing materials and advertisements. Notwithstanding the
above, Sponsor shall have the right (i) to place advertisements with any such
competing service and have a link on such competing service's Website to
Sponsor's Website, and (ii) to refer persons to other such competing services
in addition to and as an alternative to the Company.
2.2 PROMOTION OF THE SITE AND COMPANY SERVICES. Sponsor shall use
reasonable efforts to promote the Site and the Company's services on its
Website and in its Marketing Materials. The exact nature and extent of such
promotion shall be left in the control and discretion of Sponsor. Sponsor shall
encourage its employees and directors to make known its sponsorship of the
Company to clients and potential clients needing "seed stage" investment.
2.3 ON-LINE INSURANCE AND BENEFITS ASSISTANCE. Sponsor will use
reasonable efforts (working with the Company) to provide on-line answers
without charge to the
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Company's registered investors (in the portion of the Site called "Heaven") and
entrepreneurs (in the portion of the Site called "The Garage") concerning their
insurance and benefits questions.
3. NOTICE OF INVESTMENT OPPORTUNITIES. The Company shall provide Sponsor
with advance (generally three business days) notice of investment opportunities
in the Company's clients prior to the posting of such opportunities on the Site
in accordance with procedures applicable to all "founding sponsors", employees,
directors and advisors of the Company adopted from time to time by the Company's
Board of Directors.
4. LICENSES. The Company and Sponsor each grants to the other party a
nonexclusive, worldwide, royalty-free license, with no right to sublicense, to
use, reproduce and distribute, in print, on-line and such other media as the
parties may agree from time to time, such party's name, logo and other
trademarks and servicemarks with respect to such party's products and services
for the sole purpose of fulfilling the parties' respective obligations under
this Agreement. Any such use shall be in accordance with the guidelines
established by the licensing party, as in effect from time to time.
5. SPONSORSHIP FEE. Sponsor shall pay the Company $50,000 upon the date
of this Agreement and each of the next two anniversaries of the date of this
Agreement (a total of $150,000). Sponsor will also purchase 250,000 shares of
Series B Preferred Stock of the Company at $1.00 per share on or about the
date of this Agreement on the same terms and conditions applicable to other
purchasers of the Company's Series B Preferred Stock.
6. TERM. Except as otherwise provided in this Section 6, this Agreement
shall have a term of three years beginning with the date of this Agreement and
shall be automatically renewed for additional one year periods unless either
party notifies the other of its desire not to renew this Agreement at least
ninety days prior to its expiration. Following termination of this Agreement by
the Company (other than pursuant to the last sentence of this Section 6) and
prior to entering into any agreement for a "founding sponsorship" with an
insurance and benefits consulting firm other than Sponsor, the Company shall
first provide Sponsor with the opportunity, for thirty (30) days, to renew this
Agreement on terms and conditions no less favorable, in the aggregate, than
such proposed agreement in order to permit Sponsor to maintain its status as
the "insurance and benefits consulting firm founding sponsor". Sponsor's right
of first refusal described in the preceding sentence shall terminate at such
time as the Company, after complying with the preceding sentence, enters into
an agreement for a "founding sponsorship" with an insurance and benefits
consulting firm other than Sponsor. Notwithstanding any of the foregoing,
either party may terminate this Agreement at any time thirty days after written
notice to the other party of such other party's breach of any of its
obligations under this Agreement in any material respect, which breach is not
remedied within such thirty day period.
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7. GENERAL PROVISIONS.
7.1 ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties with respect to Sponsor's sponsorship of the Company.
7.2 AMENDMENT AND WAIVER. No amendment to, or waiver of, any
provision of this Agreement shall be effective unless in writing and signed by
both parties.
7.3 GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California without
regard to the conflicts of laws principles thereof.
7.4 SUCCESSORS AND ASSIGNS. Neither party shall assign its rights or
obligations under this Agreement without the prior written consent of the other
party, except in connection with the merger, sale of assets or other form of
transfer of the business of a party to a third party. All terms and provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted transferees, successors and assigns.
7.4 PREVAILING PARTY. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.
7.6 ARBITRATION. Any dispute between the parties arising out of or
in connection with this Agreement shall be referred for settlement to
arbitration in Santa Clara County, California in accordance with he Commercial
Rules of the American Arbitration Association. The award shall be final and
binding upon the parties and judgment of such award may be entered in any court
or tribunal having jurisdiction.
The parties have executed this Sponsorship Agreement as of the date first
above written.
COMPANY: SPONSOR:
garage.com ALBURGER BASSO DE GROSZ
INSURANCE SERVICES, INC., DBA abd
INSURANCE AND FINANCIAL SERVICES
By: /s/ CRAIG JOHNSON
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Craig Johnson, Director
By: /s/ FREDERICK J. DE GROSZ
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Frederick J. de Grosz,
President and CEO
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