Sample Business Contracts

Online Partner Agreement - Inc. and CD Universe

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ONLINE PARTNER AGREEMENT                            , Inc.

1.   CDU Positioning on US-Style

     US-Style will be an online mall featuring select U.S. online retailers. The
     US-Style site itself will be completely in Japanese and features both
     navigational and support tools. The site uses a "frame solution" so that
     the CDU Japanese site will be viewable within the US-Style frame yet fully
     under CDU's control.

     The focus of US-Style is currently on the Japanese market, however, in the
     future, as an introduction of US-Style is deemed appropriate for other
     Asian markets, US-Style reserves the right of first refusal from CDU
     (assuming this Agreement is in effect, see 8. Agreement Term) to handle
     those markets including (but not limited to, China, Hong Kong, Singapore,
     Korea, and Taiwan).

2.   Linking

     As part of the US-Style online mall concept, US-Style agrees to display the
     CDU name and logo prominently on the US-Style site ( as
     well as link directly to the Japanese version of the CDU site. CDU agrees
     to incorporate a link and graphical element from its home page
     ( to the Japanese version of its site. Further, CDU
     agrees to include a script linking the Japanese version of CDU to Both parties agree to maintain integrity and structure of
     these links. US-Style will furnish CDU with scripts, text and graphical
     elements for these purposes (see 4. Japanization of CDU Site).

3.   Japanese Internet Promotion of US-Style

     The success of US-Style depends greatly on its ability to achieve high-end
     promotion in Japan. US-Style is currently in negotiations with Yahoo!Japan,
     to have US-Style promoted throughout and, ultimately, in
     Yahoo!Japan's soon-to-be-launched Shopping Property. There can be no
     assurance that US-Style will reach an agreement on acceptable terms with
     Yahoo!Japan, through US-Style knows of no reason why such an agreement will
     not be reached. In the event that the Yahoo!Japan promotion does not occur,
     US-Style will pursue in good faith other promotional initiative including
     agreements with 'Goo' search engine, AOL Japan and other large sites in

4.   Japanization of CDU Site

     US-Style will provide Japanization and translation for 1) CDU's home page,
     2) information page--including customer service and shopping policies,
     company background and history, 3) shopping basket and check-out, and 4)
     Navigational tools (e.g., buttons for site navigation and purchase). As
     more fully set forth in Exhibit A (see I. Partner Guidelines, A. Web Site
     and Web Server), these changes will be integrated into CDU's existing site
     and back-end. Additional site Japanization is possible but falls outside
     the parameters of this proposal and can be preformed by US-Style under
     separate agreement.


5.   Japanese/English Customer Support Emails

     US-Style will provide Japanese-language email customer support for all
     Japanese shoppers who shop on the Japanese version of CDU (as described
     above under "4. Japanization of CDU site"). Phone-based customer support is
     not covered by this proposal.

     Customer support emails are broken down into two main groups-A) those from
     the online retail partner (i.e., CDU) to the Japanese customer (a.k.a.,
     "partner-originated emails") and B) email inquiries from the Japanese
     customer to the online partner (a.k.a., "customer-originated emails").

     In regard to "partner-originated emails", these are the automated emails
     sent to customers, typically at the time of purchase, order confirmation,
     order delivery, etc. US-Style will Japanize each automated
     "partner-originated email" and deliver the appropriate email to the
     Japanese customer. In executing the delivery of such messages, it is
     necessary for CDU to send all customer communication to US-Style where the
     emails will be translated into Japanese and then forwarded to the customer.
     This process is triggered instantaneously so that the customer will not
     experience a delay in receiving the email. As set forth in this Agreement,
     US-Style will support up to 15 different automated "partner-originated
     emails" (i.e., "thank you for your order", "your order has been shipped",
     etc.) per year for CDU. Additional automated "partner-originated emails"
     will incur additional expense.

     In regard to "customer-originated email", these are the customer specific
     inquiries ("case-by-case") which comes from the Japanese customer to the
     online partner. "Case-by-case" emails are received by US-Style, translated
     immediately upon receipt and then forwarded to CUD's customer support
     operations. The response (in English) is then translated into Japanese and
     forwarded to the customer. US-Style operates translation facilities to
     coincide with Japan's peak online shopping hours.

     Given the variable causes that might affect the volume of "customer-
     originated case-by-case emails", the manner in which these emails are
     handled will be evaluated at the end of the first six months of CDU's
     presence on the US-Style site. At that time, the handling process may be
     adjusted to utilize more automated processes (such as US-Style access to
     CDU database for immediate information regarding a Japanese customer's
     specific question, or US-Style's recommendation for an increase or change
     in the level of Japanization on the CDU site). Any such changes must be
     agreed upon mutually by CDU and US-Style in writing.

     Likewise, under the terms of this proposal, only automated "partner-
     initiated" emails to Japanese customers are covered. In the case of a
     partner error or mishap, US-Style (as part of this proposal) will work with
     the partner in developing and automated email notification to handle the
     situation--such emails contribute to the 15 "automated partner-originated
     email" limit above.

     Lastly, in the case of "customer-originated" emails regarding orders placed
     on the English-version of CDU, US-Style will redirect the inquiry to a CDU
     English-speaking support staff.



6.   Customer Tracking

     US-Style will provide a log of all Japanese shoppers who buy from the
     online partner site.

7.   Online Partner Guidelines

     Please reference Exhibit A. attached.

8.   Agreement Term

     Subject to section 14, this agreement is for the duration or one year--
     beginning on the date of US-Style's launch and terminating on the one-year
     anniversary. CDU shall have an option of renewal in one-year terms,
     exercisable with 30 days notice to US-Style.

9.   Notification of content changes

     CDU agrees to inform US-Style of changes to customer service and
     fulfillment policies and other major changes in advance so as to allow
     sufficient time for US-Style to maintain the accuracy of CDU's Japanese
     pages. Further, US-Style must receive advanced notice about the
     introduction of new scripts and added features affecting the Japanese
     functionality of the CDU site.

10.  Date of Launch

     US-Style is scheduled to launch in December 1998. A firm date has not been
     set but will be announced as soon as possible.

11.  Fee Structure

     CDU will pay US-Style an amount equal to 10% of all sales of CD's through
     CDU's Japanese site. Also, CDU will pay US-Style an amount equal to 15% of
     all sales of Video's through CDU's Japanese site. Lastly, CDU will pay
     US-Style an amount equal to 15% of all sales of accessories through CDU's
     Japanese site. The commission on new merchandise areas will be determined
     at the time of their offering. As described in "2. Linking", the two points
     of entry to the CDU Japanese site will be (1) and

     The percentage of sales fee will be on the total amount of purchases minus
     shipping, taxes or any other non-product charges. The sales-percentage fee
     is in exchange for the services described herein.

12.  Payment

     The commission to US-Style will be paid monthly. Net 15 days, CDU will send
     US-Style a check for the commissions earned on products that were shipped
     during that month, less any taxed withheld as may be required by law. If
     the monthly check is projected to exceed $10,000, then CDU will pay
     US-Style twice per month. Payments of less than $100 may be withheld until
     the total accrued amount exceeds $100.



13.  Modifications

     No change, amendment or other modification of this Agreement, including the
     Commission Schedule, shall be valid unless set forth in a written
     instrument signed by both parties.

14.  Termination

     This Agreement will be in effect for the amount of time as described above
     (see 8. Agreement Term). Giving at least 60 days prior notices, CDU may
     terminate the relationship prior to this date if US-Style does not fulfill
     in all material respects its obligations as described in this agreement.
     Likewise, giving at least 60 days notice, US-Style may terminate the
     relation ship prior to this date if the online partner dose not fulfill in
     all material respects its obligations as described above (see 7. Online
     Partner Guidelines 11. Fee Structure and 12. Payment)

     If CDU chooses to terminate the Agreement for reasons other than described
     above, CDU will be required to pay US-Style the total direct and indirect
     expenses associated with the promotion, Japanization and customer support
     of the online partner's shopping site. This payment is not exceed $15,000.

     All copies of images, scripts and any other content created by US-Style for
     CDU for the purposes described in this contract shall be returned to
     US-Style as these remain the property of US-Style and may only be used by
     CDU while this Agreement is in effect.

15.  Limited License

     Both parties grant each other nonexclusive, revocable rights to use each
     other's icons and messages as well as any other proprietary, trademarked of
     copyrighted material to use solely for the purposes covered by this
     Agreement and as otherwise needed to assist in generating sales and
     customer satisfaction. US-Style is granted permission to modify CDU's
     icons, messages, other images, and scripts only insofar as is required for
     Japanization purposes described in this Agreement. Both parties reserve all
     of our rights in the icons, messages, and any other images, scripts, trade
     names, and trademarks, and all other intellectual property rights. Either
     party may revoke the above license by giving notice as stipulated in 14.
     Partnership Termination.

16.  Relationship of Parties

     US-Style and CDU are independent legal entities, and nothing in this
     Agreement will create any actual or constructive partnership, joint venture
     agency, franchise, sales representation or other relationship between the
     parties. Neither party has any authority to make or accept any offers of
     representations on either party's behalf. Neither party to this Agreement
     will make statements that reasonably would contradict anything in this
     Section 16.



17.  Limitation of Liability

     Neither party will be liable for indirect, special or consequential damages
     (or loss of revenue, profits, of date) arising in connection with this
     Agreement, even if either party has advised the other of the possibility of
     such damages. Further, any aggregate liability arising with respect to this
     Online Partnership will not exceed the total commission payable under this
     Online Partnership.

18.  Disclaimers

     Neither Party makes any express or implied warranties or representations
     with respect to the Agreement or any products sold through the Online
     Partnership (including, without limitation, warranties of fitment,
     merchantability, non-infringement, or any implied warranties arising out of
     a course of performance, dealing, or trade usage). In addition, neither
     party make any representation that the operations of the sites will be
     uninterrupted or error-free and we will not be liable for the consequences
     of any interruptions or errors.

19.  Indemnification

     CDU agrees, at its own expense, to defend or at its option, to settle any
     claim or action brought against US-Style regarding on the issue of
     infringement of any trademark, service mark, copyright or other proprietary
     items arising from the use of any content provided by CDU, developed by CDU
     or used with CDU's permission in any web site developed by US-Style or CDU,
     and to identify US-Style against all damages and cost, including legal
     fees, which may be assessed against US-Style under any such claim or
     action; provided that US-Style provides CDU with (i) prompt written notice
     of such claim or action, (ii) sole control and authority over the defense
     or settlement of such claim or action (unless the settlement involves
     injunctive-type relief against US-Style, in which case US-Style's written
     consent shall be required for settlement), and (iii) proper and full
     information and reasonable assistance to defend and/or settle any such
     claim or actions. In the event that any of such contest, is held, or in
     CDU's reasonable discretion after consultation with US-Style may be held,
     to constitute and infringement, CDU, at its option and expense, may either
     (a) modify the content so that it becomes non-infringing. (b) Replace the
     content with content which does not constitute an infringement and which is
     reasonably acceptable to CDU, or (c) discontinue positing the content, CDU
     agrees that it is solely responsible for obtaining any necessary or
     advisable registration of any marks, icons, text or other materials with
     the Japanese government of any other government.

     Each party agrees to indemnify and hold harmless the other party from and
     against any cost, loss or expense (including attorney's fees) resulting
     from any and all claims by third parties, (other than those provided for in
     the prior paragraph) for loss, damage or injury (including death) allegedly
     caused by the actions of the indemnifying party, of any or their respective
     agents or employees. The indemnifying party shall have the right to
     participate at its expense in any such dispute. Claims against US-Style for
     product liability or breach of warranty relating to any item sold by CDU
     shall be considered "caused by the actions" of CDU.



21.  Confidentiality

     Confidential information, which includes all information or material
     disclosed or provided by either party (the "disclosing party") to the other
     party (the "recipient") either orally or in writing concerning any aspect
     of the business or affairs of the disclosing party, shall be held by the
     recipient in strictest confidence and shall not be disclosed to any person
     or entity unless required by law (in which case prompt, and if practicable,
     prior, notice shall be given to the disclosing party). Confidential
     information shall not include information or material that (i) is publicly
     available or becomes publicly available through no action or fault of the
     recipient, (ii) was already in the recipient's possession or known to the
     recipient prior to being disclosed. All confidential information disclosed
     by the disclosing party is owned solely and exclusively by the disclosing

22.  Disputes

     Any and all disputes arising under this Agreement shall be resolved through
     hinging arbitration according to the rules of the American Arbitration
     Association. The arbitration shall take place in Fairfield County,
     Connecticut, at American Arbitration, Association, JAMS/ENDISPUTE or (other
     Arbitration Association) to be determined by the party first bringing the
     claim. The decision of the arbitrators shall be final and binding on the
     parties and may be entered and enforced in any court of competent
     jurisdiction by either party.

Agreed: For Inc

/s/                                             11/5/98
-----------------------------                   ---------------------
M______ J. Thomas                               Date
President Inc.

Agreed: for CD Universe

/s/                                             Nov. 4, 1998
-----------------------------                   ---------------------
Charles Beilman                                 Date
CD Universe