Subscription Agreement - WebMD Inc. and DuPont Nutrition & Health
DuPont Nutrition & Health
Walker's Mill, Barley Mill Plaza
P. O. Box 80038
Wilmington, DE 19880-0038
DuPont Nutrition & Health
January 28, 1999
WebMD, Inc.
400 The Lenox Building
3399 Peachtree Road, NE
Atlanta, GA 30326
Attn: Mr. Jeff Norman
Dear Sirs:
WEBMD SUBSCRIPTIONS AGREEMENT
Further to our recent discussions we set out below the terms upon which we have
agreed that E. I. du Pont de Nemours and Company ("DuPont") shall purchase
subscriptions to WebMD's internet service.
1. DuPont will purchase 10,000 annual subscriptions to WebMD's Basic
Service, as defined in WebMD's Terms of Service, ("the Subscriptions")
commencing 1st March, 1999;
2. The consideration for the purchase of the Subscriptions shall be the
sum of $3,600,000, payable as set out in paragraph 4 below;
3. DuPont shall be responsible for selecting the physicians who shall
receive the Subscriptions and shall notify WebMD accordingly in
writing;
4. The fees for the Subscriptions referred to in paragraph 1 above shall
be payable in monthly installments at the end of each calendar month
of service. WebMD shall address all invoices to: E. I. du Pont de
Nemours and Company, Beaumont Accounts Payable, P. O. Box 4908,
Beaumont, Texas 77704. Invoices shall refer to the DuPont Purchase
Order number (which shall be notified to WebMD in writing before
commencement of the Subscriptions) and shall be payable on a net 30
day basis;
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5. In the event that WebMD discontinues its service, no further
subscription fees shall be payable by DuPont hereunder;
6. The existing Confidentiality Agreement between DuPont and WebMD shall
apply to the terms of this letter agreement;
7. This letter agreement shall be governed by the substantive law of the
state of Delaware, without reference to its conflicts of law rules or
principles.
Please sign and return the enclosed copy of this letter indicating your
acceptance of its terms.
Sincerely,
/s/
Thomas C. Humphrey
Vice President and General Manager
DuPont Nutrition and Health
The above terms are agreed for and on behalf of WebMD, Inc.
/s/
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Name:
Date:
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