Sample Business Contracts

Sponsorship Agreement - and Coopers & Lybrand LLP

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                             SPONSORSHIP AGREEMENT

     This Sponsorship Agreement (this "Agreement") is entered into as of May 7,
1998 between, a California corporation (the "Company"), and Coopers
& Lybrand L.L.P. ("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 a worldwide accounting firm which represents,
among other clients, venture capital firms 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.



               (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 accounting area. As such, Sponsor shall be the most prominently featured
accounting firm on the Company's public World Wide Web site, currently located
at http// (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
accounting 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 accounting 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 and exclusive "founding sponsors". Sponsor 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, Venture Law Group, Advanced
Technology Ventures 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) "accounting firm" means an entity whose
primary business is the provision of independent public accounting services.

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               (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 accounting firms other than Sponsor; (ii) to
feature accounting 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 accounting 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 accounting
firm on the Site and in the Company's Marketing Materials, that the Sponsor
will be the only accounting firm to host and contribute content forums and
expert columns on the Site, and that the Sponsor will be the only accounting
firm which provides content on the Site; or (iii) to have another accounting
firm audit the financial statements of the Company.

          2.2  PROMOTION OF THE SITE AND COMPANY SERVICES. Sponsor shall use
reasonable efforts to promote the Site and such services. Sponsor shall
encourage its employees and partners to make known its sponsorship of the
Company to clients and potential clients needing "seed stage" investment. The
exact nature and extent of such promotion shall be left in the control and
discretion of Sponsor.

     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 in writing from time to time, such party's name, logo and
other trademarks and servicemarks used 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. In consideration for the Company's obligations under
this Agreement, Sponsor shall make available to the Company the services of its
ECS/Marketing Group (under the direction of Steven Bengston or his successor)
to assist the Company in screening and assisting potential client investment
opportunities, up to a maximum of 2,000 hours per year. Sponsor shall
reasonably cooperate in making available at the Company's place of business
appropriate members of the ECS/Marketing Group with relevant expertise, as
requested by the Company from time to time, up to the maximum hourly limit
described above. Such persons shall remain employees of Sponsor, and Sponsor
shall retain sole responsibility for their compensation and benefits. The
Company shall not hire any of such ECS/Marketing Group employees without
Sponsor's consent.

     6.   TERM. 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
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into any agreement for a "founding sponsorship" with an accounting firm other
than Sponsor, the Company shall first provide Sponsor with the opportunity, for
thirty days, to renew this Agreement on terms and conditions not less
favorable, in the aggregate, than such proposed agreement in order to permit
Sponsor to maintain its status as the "accounting 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
accounting 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.


          7.1  ENTIRE AGREEMENT.  This Agreement represents the entire
agreement between the parties with respect to Sponsor's sponsorship of the

          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

          7.5  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 the 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                             Coopers & Lybrand L.L.P.
                                       COOPERS & LYBRAND L.L.P.

By: /s/  CRAIG W JOHNSON               By: /s/  JAMES ATWELL    5/7/98
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Coopers & Lybrand L.L.P.

By: James Atwell 5/7/98