Sponsorship Agreement - Garage.com and Credit Suisse First Boston Corp.
GARAGE.COM
SPONSORSHIP AGREEMENT
This Sponsorship Agreement (this "Agreement") is entered into as of July
21, 1998 between garage.com, a California corporation (the "Company"), and
Credit Suisse First Boston Corporation ("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 investment banking firm which provides investment banking,
research, merger and acquisition and financial advisory 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 investment banking area. As such, Sponsor shall be the most
prominently featured investment banking 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 investment banking 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 investment banking 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
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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,
Coopers & Lybrand, 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) "investment banking firm" means an entity whose primary business is the
provision of investment banking 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 investment banking firms other than Sponsor; (ii) to
feature investment banking 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 investment banking 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 investment
banking firm on the Site and in the Company's Marketing Materials, that the
Sponsor will be the only investment banking firm to host and contribute content
forums and expert columns on the Site, and that the Sponsor will be the only
investment banking firm which provides content on the Site; or (iii) to have
other investment banking firms represent the Company in corporate or financing
matters.
(c) Sponsor shall not, in a manner similar to this Agreement,
sponsor or promote any other service (or entity providing such service) which
seeks to match investment opportunities in technology startup companies with
investors in a manner directly 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 ACCESS TO SPONSOR'S RESEARCH. Sponsor will use reasonable
efforts to provide access without charge by the Company's registered investors
(in the portion of the Site called "Heaven") and entrepreneurs (in the portion
of the Site call "The Garage") to a portion of Sponsor's on-line technology
research reports and services made available to Sponsor's clients which Sponsor
in its sole judgment deems reasonably useful and beneficial to the Company's
investors and entrepreneurs.
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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 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. There shall be no separate cash sponsorship fee
payable by Sponsor to the Company during the first year of the term of this
Agreement. If Sponsor elects not to terminate this Agreement after the first
year of such term as described in Section 6 below, Sponsor shall pay the
Company $50,000 upon the date of each anniversary of the date of this Agreement
(with the first payment being due July 21, 1999) while this Agreement still
remains in effect. Sponsor will also purchase 50,000 shares of Series B
Preferred Stock of the Company at $1.00 per share as soon as possible following
the completion of the venture capital fund) 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. Sponsor shall also have the right to
terminate this Agreement for convenience effective immediately prior to the
first or second anniversaries of the date of this Agreement upon written notice
to the Company. 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 investment banking 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 "investment banking 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 investment banking 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.
7.5 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 CREDIT SUISSE FIRST BOSTON
CORPORATION
By: /s/ CRAIG JOHNSON By: /s/ FRANK QUATTRONE
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Craig Johnson, Director Frank Quattrone
Managing Director
Investment Banking - Technology
Group
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