Sample Business Contracts


License and Marketing Agreement - Intel Corp. and eDiets.com Inc.


                         LICENSE AND MARKETING AGREEMENT

                                            EFFECTIVE DATE:    July 19, 2000
                                                           ---------------------
                                            AGREEMENT No.:
                                                          ----------------------



Parties:
Intel Corporation (with all subsidiaries referred to as "Intel")
2200 Mission College Blvd.
Santa Clara, CA 95052

eDiets.com, Inc. (referred to as "eDiets.com")
3467 Hillsboro Blvd., Suite 2
Deerfield Beach, Fl 33442

Intel, through its Vivonic division, manufactures and sells the VivonicTM
Fitness Planner (a system of handheld hardware and PC-based software
applications designed to improve adherence to diet and/or fitness plans) ("VFP")
and related products. Intel maintains, through its Vivonic division, an Internet
web site (known as the VivonicSM Web Site) for the purpose, among others, of
assisting with the sale and promotion of the VFP. eDiets.com is a leading online
provider of health and fitness information, and in connection therewith,
maintains an Internet web site (known as the eDiets.com Web Site). The parties
intend to license certain content to each other in accordance with the
provisions of this Agreement. The parties also intend to implement hypertext
links between their respective web sites and to engage in certain joint
marketing activities, as set forth herein. The following exhibits are included
in and made a part of this Agreement:

         Exhibit A - General Terms and Conditions
         Exhibit B - Specifications
         Exhibit C - Specified Format
         Exhibit D - VivonicTM Mark Usage Guidelines
         Exhibit E - eDiets.com Mark Usage Guidelines
         Exhibit F - VivonicTM Privacy Policy
         Exhibit G - eDiets.com Privacy Policy

AGREED

INTEL CORPORATION                         EDIETS.COM, INC.

/s/                                       /s/
---------------------------------         --------------------------------------
Signature                                 Signature

Evan Denhart                              Angela Dowgos
---------------------------------         --------------------------------------
Printed Name                              Printed Name

Business Development Manager              Director- Marketing Development
---------------------------------         --------------------------------------
Title                                     Title

July 19, 2000                             July 19, 2000
---------------------------------         --------------------------------------
Date                                      Date


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                                   EXHIBIT "A"
                          GENERAL TERMS AND CONDITIONS

1. Definitions:

         1.1      "Account Manager" means the individual assigned by each of the
                  parties to serve as that party's primary liaison with the
                  other party for purposes of administration of this Agreement.

         1.2      "Click Through" means the actual transport of an End User via
                  a Link from the eDiets.com Website to the VivonicSM Website or
                  from the VivonicSM Website to the eDiets.com Website, or, as
                  applicable from the eDiets.com Website to the Website of the
                  VivonicTM Fulfillment Service Provider.

         1.3      "Content" means any and all text, logos, artwork, graphics,
                  pictures, sounds, video or other material, in any format
                  whatsoever, supplied by a party from time to time during the
                  term of this Agreement.

         1.4      "End User" means, with respect to Intel, the owner or licensee
                  of VivonicTM Products, and means, with respect to eDiets.com,
                  a registered user of the eDiets.com Website or services.

         1.5      "End User Data" means fitness, training and nutritional data
                  relating to a eDiets.com End User who is also a VivonicTM End
                  User.

         1.6      "eDiets.com Content" means the Content transferred
                  electronically by eDiets.com to Intel's server pursuant to
                  this Agreement, as more particularly described in the
                  Specifications.

         1.7      "eDiets.com Licenses" means the licenses of eDiets.com Content
                  and eDiets.com Marks granted by eDiets.com to Intel hereunder.

         1.8      "eDiets.com Mark Usage Guidelines" means the trademark usage
                  guidelines attached as Exhibit E.

         1.9      "Fulfillment Service Provider" means a third party that
                  handles credit card processing and fulfillment of orders for
                  VivonicTM Products.

         1.10     "Link" means the display and placement of hyperlinked text in
                  a certain region of a Web Page.

         1.11     "Link Content" means Content associated with the graphic
                  display of a Link.

         1.12     "Marks" means the tradenames, service names and service marks
                  of a party (including without limitation the party's name,
                  domain name and logos) which are designated by such party for
                  use in connection with this Agreement, as described in the
                  Specifications.

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         1.13     "Nutrition Plans" means that portion of the eDiets.com Content
                  consisting of nutrition plans and programs developed by
                  eDiets.com and licensed to Intel for download to and use on
                  VivonicTM Products, as described in the Specifications.

         1.14     "Opt-In User" means a registered user of the eDiets.com or
                  VivonicSM Websites who has expressly granted permission to
                  eDiets.com or Intel (as applicable), to send communications
                  from such Website to such user.

         1.15     "Premium Services" means those sports, fitness and nutrition
                  training services offered by eDiets.com with respect to which
                  eDiets.com charges a fee to such End Users.

         1.16     "Specifications" means the description, and the criteria for
                  the placement, size, format and location, of Content to be
                  provided under this Agreement by each party to be posted on
                  the other party's Website, as described in Exhibit B.

         1.17     "Specified Formats" means the pre-determined formats for the
                  Content, as described in Exhibit C.

         1.18     "Updated Content" means any Content that supplements, updates
                  or replaces any existing Content, or that constitutes
                  information written, developed or maintained by the provider
                  thereof that pertains to Content.

         1.19     "URL" means a uniform resource locator.

         1.20     "VivonicTM Content" means the description and graphics for the
                  VivonicTM Products transferred electronically by Intel to
                  eDiets.com's server pursuant to this Agreement.

         1.21     "VivonicTM Database" means the structure (but not the content)
                  of the nutritional information database included in the
                  software portion of the VivonicTM Products.

         1.22     "VivonicTM Licenses" means the licenses of VivonicTM Content
                  and VivonicTM Marks granted by Intel to eDiets.com hereunder.

         1.23     "VivonicSM Nutrition Page" means the Web Page located at the
                  VivonicSM Website which displays nutrition information and
                  other similar content for download and use on VivonicTM
                  Products.

         1.24     "VivonicTM Products" means the fitness and nutrition products,
                  both in hardware and software, developed, manufactured, and/or
                  distributed by or for Intel under the VivonicTM or other brand
                  names.

         1.25     "VivonicTM Mark Usage Guidelines" means the trademark and
                  service mark usage guidelines attached hereto as Exhibit D.

         1.26     "Web Page" means a certain document within a party's Website
                  that is written in HTML or other industry standard language
                  and that is identified by a unique file

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                  name and accessible to End Users via a URL address which
                  contains the same root URL address as the hosting party's
                  Website.

         1.27     "Website" means a collection of hyperlinked Web Pages.

2. Term: The term of this Agreement shall commence on the Effective Date and
shall continue for a period of two (2) years thereafter, unless earlier
terminated pursuant to the provisions of this Agreement. This Agreement may be
renewed for one or more additional one (1) year terms by a written agreement of
the parties.

3. Website; Provision of Content:

         3.1      Websites; Links. Each party (or its contractors or
                  subcontractors) will develop, maintain and host its own
                  Website, and shall pay all costs associated therewith. Each
                  party's Website will display Links to the other party's
                  Website and Link Content associated therewith. The eDiets.com
                  Website will also display Links to the VivonicTM Fulfillment
                  Service Provider, and Link Content supplied by Intel relating
                  to the availability of VivonicTM Products through the
                  VivonicTM Fulfillment Service Provider. The parties shall
                  cooperate in good faith to (a) identify appropriate areas
                  within each party's Website to place Links providing Click
                  Throughs to the other party's Website, (b) identify
                  appropriate areas within the eDiets.com Website to place Links
                  providing Click Throughs to the Vivonic TM Fulfillment Service
                  Provider, (c) identify the most appropriate Web Pages within
                  those Websites with which to link, (d) agree upon the
                  editorial content and placement of any recommendations made on
                  their respective Websites of the others' products and
                  services, and (e) agree upon Updated Content from time to
                  time.

         3.2      Specifications. The Specifications (attached as Exhibit B) set
                  forth the agreements the parties have made to date regarding
                  the Content to be provided under this Agreement and the
                  placement, size and location for such Content. Further
                  agreements made by the parties pursuant to Section 3.1 above
                  and Section 4 below regarding the provision, placement, size
                  and location of Content provided hereunder shall be reduced to
                  writing, signed by each party's Account Manager or other
                  authorized representative and appended to the Specifications
                  and shall form a part thereof.

         3.3      Technical Support; Use of End User Data. Intel and eDiets.com
                  each acknowledge that End User Data may be stored, at the
                  option of the End User, either in the journal contained in the
                  VivonicTM PC software, on the VivonicSM Website or on the
                  eDiets.com Website, and that fitness and nutrition plans may
                  be downloaded directly from the eDiets.com Website or
                  indirectly through the VivonicSM Website to VivonicTM
                  Products. Intel will render such technical assistance and
                  support as eDiets.com may reasonably request to facilitate
                  uploads and downloads of End User Data, and the technical
                  compatibility of Nutrition Plans and other applications with
                  requirements of the VivonicTM Products.

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4. Promotion and Marketing:

         4.1      By eDiets.com. During the term of this Agreement, eDiets.com
                  will promote the VivonicTM Products as follows:

                  (a)      eDiets.com will make VivonicTM Products available to
                           its End Users bundled with its nutrition and fitness
                           training programs, at prices and on terms to be
                           negotiated in good faith by the parties.

                  (b)      eDiets.com will make reasonable efforts to promote
                           the VFP and other VivonicTM Products at all live
                           sporting events sponsored by eDiets.com. Intel will
                           make reasonable efforts to support live
                           demonstrations of VivonicTM Products at these events.
                           Without limiting the foregoing, the Account Managers
                           will meet quarterly to discuss promotional
                           opportunities and methods at sporting events.

                  (c)      eDiets.com will send an e-mail message to its Opt-In
                           Users each quarter promoting the sale and use of
                           VivonicTM Products. eDiets.com will submit the
                           proposed text of each e-mail message to Intel for
                           approval at least fifteen (15) days prior to the
                           scheduled distribution date, and eDiets.com will not
                           distribute any such message to its Opt-In Users until
                           such message has been approved in writing (or via
                           e-mail) by Intel.

                  (d)      Links for the Link Content provided by Intel will be
                           posted in prominent positions at the eDiets.com
                           Website, on the "Training Programs" Webpage and the
                           "Nutrition Programs" Webpage (or if such Webpages are
                           discontinued, their functional equivalents), and at
                           such other locations on the eDiets.com Website as the
                           parties may mutually agree, as negotiated in good
                           faith by the parties. The size of each such Link will
                           be at least one inch square (on a standard size
                           screen), and a viewer will not be required to scroll
                           down the page to view such Link.

                  (e)      Links for the Link Content provided by Intel will be
                           posted on each Webpage on the eDiets.com Website
                           where logos and links to other content of other
                           providers of handheld fitness devices or portable
                           fitness software are posted. The VivonicTM Mark and
                           Link for its associated Link Content will be of equal
                           or larger size, and will be posted in at least as
                           prominent a position on each such Webpage.

                  (f)      Links to the VivonicTM Fulfillment Service Provider
                           will be posted at the eDiets.com Website, as
                           negotiated in good faith by the parties.

         4.2      By Intel. During the term of this Agreement, Intel will
                  promote eDiets.com as follows:

                  (a)      Links for the Link Content provided by eDiets.com
                           will be posted in a prominent position on the
                           VivonicSM Nutrition Page, in accordance with

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                           the Specifications, and on such other Webpages on the
                           VivonicSM Website as the parties may negotiate in
                           good faith.

                  (b)      Links for the Link Content provided by eDiets.com
                           will be prominently featured as one of the first
                           Links presented to certain End Users of the VivonicTM
                           Products when they begin using the PC software
                           included in the VivonicTM Products and the first
                           Webpage displayed to such End Users when they return
                           to the VivonicSM Website, on substantially the same
                           basis as links to other providers of
                           nutrition-related content are presented, as
                           negotiated in good faith by the parties. eDiets.com
                           Content will also be posted from time to time in new
                           product and feature announcements presented on the
                           VivonicSM Nutrition Page, as negotiated in good faith
                           by the parties.

                  (c)      The eDiets.com Mark will be posted on the first
                           Webpage displayed to End Users of VivonicTM Products
                           and all Webpages that promote web-based support of
                           VivonicTM Products.

                  (d)      Links for the Link Content provided by eDiets.com
                           will be posted on each Webpage on the VivonicSM
                           Website where logos and links and other content of
                           other Websites providing nutrition/diet content are
                           posted. The eDiets.com Mark and associated Link for
                           its Link Content will be of equal or larger size, and
                           will be posted in at least as prominent a position on
                           each such Webpage.

5. Revenue Sharing and Fees:

         5.1      By Intel. Intel will pay a commission to eDiets.com in an
                  amount equal to ten percent (10%) of the net sales price
                  charged to eDiets.com End Users (or, in the case of sales to
                  End Users that are processed through authorized distributors
                  of VivonicTM Products and including sales to End Users that
                  are processed through the VivonicTM Fulfillment Service
                  Provider, the net sales price charged by Intel to such
                  distributors or Fulfillment Service Provider) and actually
                  received by Intel (net of sales, use and similar taxes,
                  shipping and handling charges, and discounts or adjustments
                  for defective products) from the sale of Vivonic(TM)Products
                  to eDiets.com End Users resulting from Click Throughs.

         5.2      By eDiets.com.

                  (a)      eDiets.com will pay a commission to Intel in an
                           amount equal to twenty percent (20%) of the sales
                           price or service charge charged and actually received
                           by eDiets.com per month from the provision of Premium
                           Services to eDiets.com End Users in connection with
                           which the End User actively transfers data from the
                           VivonicSM Website to the eDiets.com Website. In the
                           case of an End User that enters into a contract for
                           the provision of Premium Services with a term of
                           longer than one month, Intel will receive a prorated
                           portion of the net sales price charged over the term

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                           of the contract for each month during which the End
                           User transfers data from the VivonicSM Website to the
                           eDiets.com Website in connection with the use of the
                           Premium Services.

                  (b)      eDiets.com will pay a fee to Intel in an amount equal
                           to $4.00 for each new eDiets.com End User who
                           subscribes to Premium Services and whose initial
                           access to the eDiets.com Website results from a Click
                           Through.

                  (c)      eDiets.com will pay fees to Intel based on the number
                           of End User Data transfers from the VivonicSM Website
                           to the eDiets.com Website initiated or requested by
                           eDiets.com End Users who do not subscribe to Premium
                           Services. The fees will be calculated based on the
                           number of data transfers per month, as follows:

               Number of transfers per month           Fee per transfer
               -----------------------------           ----------------
                  First 25,000 transfers                    $0.12
                  Second 25,000 transfers                   $0.06
                 All additional transfers                   $0.03

         5.3      Advertising. Intel retains all rights to the VivonicTM Product
                  and VivonicSM Website space/screen during the transfer of data
                  or Content by End Users between VivonicTM Products and the
                  VivonicSM Website and among VivonicTM Products. Intel may, in
                  its sole discretion and on terms and conditions acceptable to
                  it in its sole discretion, permit eDiets.com to sell
                  advertising for placement on the space/screen during such data
                  transfer. eDiets.com will pay a commission to Intel in an
                  amount equal to fifty percent (50%) of the revenues actually
                  received by eDiets.com from the sale of such advertising.

         5.4      Tracking. Within days after the date of this Agreement, the
                  parties will develop a mutually acceptable written protocol
                  for tracking, maintaining, monitoring and reporting the data
                  and information required to calculate the commissions and fees
                  required to be paid hereunder. It is anticipated that Intel
                  will be responsible for tracking and maintaining data
                  regarding (a) End User purchases of VivonicTM Products, (b)
                  eDiets.com End Users whose initial access to the eDiets.com
                  Website results from a Click Through from the VivonicSM
                  Website, and (c) data transfers between the VivonicSM Website
                  and the eDiets.com Website initiated by eDiets.com End Users.
                  It is anticipated that eDiets.com will be responsible for
                  tracking the number of End Users of Premium Services uploading
                  data to the eDiets.com Website per month and per quarter. If
                  changes in the operation or organization of either party's
                  Website necessitate a change in such protocol, the Account
                  Managers for the parties will work together to develop
                  mutually acceptable changes.

         5.5      Payment; Audit. On the twentieth (20th) day of each calendar
                  quarter, each party shall provide the other party with a
                  report for the previous calendar quarter showing in reasonable
                  detail the data and information required to calculate
                  commissions and fees required to be paid hereunder and the
                  method of calculation

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                  thereof. Within forty-five (45) days thereafter, each party
                  shall pay the other all commissions and fees payable by such
                  party with respect to such previous quarter. Either party may,
                  upon sixty (60) days prior written notice to the other party,
                  audit the other party's records related to the sale of the
                  auditing party's products, services and advertising, provided
                  that neither party may conduct an audit more often than once
                  annually. Any audit shall be conducted by an independent
                  certified public accountant who has entered into the standard
                  confidentiality agreement of the party being audited at the
                  expense of the auditing party during the other party's normal
                  business hours in such a manner as not to interfere with the
                  other party's normal business activities. The accountant shall
                  disclose only whether there has been an underpayment, and if
                  so, the amount of the underpayment.

6. License Grants:

         6.1      License of eDiets.com Content and Marks.

                  (a)      eDiets.com grants to Intel a non-exclusive,
                           world-wide, irrevocable (except upon termination of
                           this Agreement in accordance with its terms), fully
                           paid, royalty-free license (with right to sublicense
                           to End Users of VivonicTM Products) under all
                           copyrights now or later owned or controlled by
                           eDiets.com to reproduce, have reproduced, publicly
                           perform, publicly display and distribute the
                           eDiets.com Content to third parties through any
                           means.

                  (b)      eDiets.com grants to Intel a non-exclusive,
                           world-wide, irrevocable (except upon termination of
                           this Agreement in accordance with its terms), fully
                           paid, royalty-free license (with the right to
                           sublicense to End Users of VivonicTM Products) under
                           all intellectual property rights now or later owned
                           or controlled by eDiets.com and necessarily practiced
                           in the eDiets.com Content, to use, distribute and
                           import the eDiets.com Content, as necessary for the
                           exercise of the rights granted to it in the copyright
                           licenses under this Agreement.

                  (c)      eDiets.com grants to Intel a non-exclusive,
                           world-wide, royalty-free, fully paid license to use
                           and display the eDiets.com Marks for the purposes
                           described in, and subject to the limitations
                           contained in (including without limitation the
                           eDiets.com Marks Usage Guidelines), this Agreement.

         6.2      License of VivonicTM Content and Marks.

                  (a)      Intel grants to eDiets.com a non-exclusive,
                           world-wide, irrevocable (except upon termination of
                           this Agreement in accordance with its terms),
                           royalty-free license (with the right to sublicense to
                           eDiets.com End Users) under all copyrights for the
                           Vivonic TM Content now or later owned or controlled
                           by Intel to reproduce, have reproduced, perform,
                           display on its

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                           Website and distribute the VivonicTM Content to third
                           parties through the eDiets.com Website.

                  (b)      Intel grants to eDiets.com a non-exclusive,
                           world-wide, irrevocable (except upon termination of
                           this Agreement in accordance with its terms), fully
                           paid, royalty-free license under all intellectual
                           property rights now or later owned or controlled by
                           Intel and necessarily practiced in the VivonicTM
                           Content, to use, distribute and import the VivonicTM
                           Content, as necessary for the exercise of the rights
                           granted to it in the copyright licenses under this
                           Agreement.

                  (c)      Intel grants to eDiets.com a non-exclusive,
                           world-wide, royalty-free, fully paid license to use
                           and display the VivonicTM Marks for the purposes
                           described and subject to the limitations contained in
                           (including without limitation the VivonicTM Marks
                           Usage Guidelines), this Agreement.

         6.3      License of VivonicTM Database. In exchange for eDiets.com's
                  agreement to maintain compatibility in the manner of accessing
                  nutritional information in the eDiets.com database and
                  nutritional information in the VivonicTM Database, Intel
                  grants to eDiets.com a non-exclusive, world-wide,
                  non-transferable, irrevocable (except as set forth in the
                  following sentence), royalty-free license to reproduce, have
                  reproduced, publicly perform and publicly display the
                  VivonicTM Database in connection with the development of the
                  eDiets.com Content and the provision of the eDiets.com
                  Content, the VivonicTM Content and the VivonicTM Database to
                  its End Users and End Users of the VivonicTM Products.. The
                  license granted by this Section shall expire upon the earlier
                  of (a) the date eDiets.com ceases to maintain the
                  compatibility of the structural hierarchy used for accessing
                  nutritional information on the eDiets.com database with the
                  most recently released structural hierarchy provided by Intel
                  that is used to access nutritional information in the
                  VivonicTM Database, or (b) the date that Intel (or its
                  permitted assign) has ceased to sell or license VivonicTM
                  Products and operate the VivonicSM Website.

         6.4      Ownership.

                  (a)      Subject to the eDiets.com Licenses granted to Intel
                           pursuant to this Agreement, all right, title and
                           interest in and to the eDiets.com Content and the
                           eDiets.com Marks shall remain eDiets.com's or
                           eDiets.com's supplier's sole and exclusive property.

                  (b)      Subject to the Vivonic Licenses granted to eDiets.com
                           pursuant to this Agreement, all right, title and
                           interest in and to the VivonicTM Content, the
                           VivonicTM Marks and the VivonicTM Database shall
                           remain Intel's or Intel's supplier's sole and
                           exclusive property.

                  (c)      As between Intel and eDiets.com, all data created by
                           VivonicTM and eDiets.com End-Users and transmitted to
                           Intel or eDiets.com via the VivonicSM Website or the
                           eDiets.com Website shall be jointly owned and

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                           controlled, and each party shall have the
                           unrestricted right to obtain access to such data from
                           the other party's Website and retain copies of all
                           such data, subject to the rights of the End Users and
                           for use in accordance with the parties' respective
                           privacy policies attached hereto as Exhibits F and G.

7. Delivery of Content:

         7.1      Delivery of eDiets.com Content. eDiets.com will make its
                  initial delivery of eDiets.com Content to Intel
                  electronically, in the Specified Format, to the Vivonic server
                  within seven (7) days after execution of this Agreement. Any
                  eDiets.com Content to be developed after the execution of this
                  Agreement shall be delivered in accordance with the schedule
                  contained in Exhibit B. The eDiets.com Content associated with
                  the Fitness Programs will be subject to acceptance by Intel,
                  and Intel will inform eDiets.com within seven (7) days after
                  receipt of as to whether it accepts or rejects such eDiets.com
                  Content. If Intel does not respond within the prescribed
                  period specified herein, then acceptance will be deemed to
                  have occurred at the end of such period. If Intel rejects the
                  eDiets.com Content, then eDiets.com will deliver a corrected
                  version to Intel within fourteen (14) days, unless otherwise
                  agreed by the parties. Any Updated Content provided by
                  eDiets.com shall be delivered as agreed by the parties.

         7.2      Delivery of Vivonic Content. Intel will make its initial
                  delivery of VivonicTM Content to eDiets.com electronically, in
                  the Specified Format, to the eDiets.com server within seven
                  (7) days after execution of this Agreement. Any Updated
                  Content provided by Intel shall be delivered as agreed by the
                  parties.

8. Use of Websites, Content and Marks:

         8.1      Control of Websites. Each party retains sole right and control
                  over the programming, content and conduct of its Website. Each
                  party acknowledges that the other party may periodically make
                  changes to the organization, content, design and features of
                  its Website. Nothing in this Agreement shall prohibit such
                  changes, provided however, that neither party shall make any
                  change that would be likely to have a material and adverse
                  impact on the promotion of the other party's products and
                  services, Click Throughs from the other party's Website or the
                  transfer of End User Data from one site to the other without
                  giving the other party advance written notice and negotiating
                  in good faith with the other party, if necessary, toward the
                  implementation of a satisfactory substitute. The parties agree
                  to cooperate in good faith to implement changes in Links that
                  may be required as a result of changes to a Website.

         8.2      Design and Operation of Websites. Each Website shall be
                  designed and maintained during the term of this Agreement such
                  that End Users can load and view them through browsers without
                  significant formatting or technical error and without
                  experiencing significant delay. Each party will use reasonable
                  efforts to ensure that all URLs to which Links are provided
                  are functional and accessible at

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                  all times. In the event of an error, delay, defect, breakdown
                  or failure of a party's Website, its obligation shall be
                  limited to use of reasonable diligence under the circumstances
                  to restore its Website to operation.

         8.3      Standards. Each party retains the right, in its sole
                  discretion, to immediately cease linking to or providing
                  Content to the other party's Website if such party has
                  reasonable grounds to believe that the other party's Website
                  or Content infringes on the proprietary rights of any third
                  party, violates any applicable law or regulation, or is
                  defamatory, obscene or offensive.

         8.4      Marks. eDiets.com will comply with the Vivonic Mark Usage
                  Guidelines. Intel will comply with the eDiets.com Mark Usage
                  Guidelines.

         8.5      Privacy Policies. Each party shall comply with its privacy
                  policies (as they may be amended from time to time) with
                  respect to the use of information and data uploaded to its
                  Website by End Users of VivonicTM Products; provided, however,
                  that nothing contained in either party's privacy policy shall
                  interfere with the right of the other party to use data of an
                  End User if such End User expressly consents to the use of
                  such data. Intel's current privacy policy is attached hereto
                  as Exhibit G. eDiets.com's current privacy policy is attached
                  hereto as Exhibit H. Intel and eDiets.com agree that they will
                  not modify their respective privacy policies in any manner
                  that would (a) curtail or prevent the other party's access to
                  End User Data, (b) permit the marketing of individually
                  identifiable data, or (c) allow third parties to send
                  unsolicited mailings to an End User, unless such change is
                  required to comply with any applicable law or regulation, and
                  then only upon thirty (30) days prior written notice to the
                  other party. If a party reasonably objects to any proposed
                  change in the other party's privacy policy for any reason set
                  forth in the previous sentence, then the Account Managers for
                  the parties shall meet and work out mutually acceptable
                  language.

         8.6      Account Managers. Each party shall appoint an Account Manager
                  whose responsibilities shall include monitoring the
                  performance of obligations under this Agreement. The parties'
                  Account Managers shall have regular communications to review
                  each others' respective performance under this Agreement.

9. Indemnification:

         9.1      Infringement Indemnity. eDiets.com will defend or settle any
                  suit or proceeding brought against Intel based upon a claim
                  that any Content provided by eDiets.com, alone and not in
                  combination with any other product, constitutes a direct
                  infringement of any United States copyright or trade secret,
                  and pay all damages and costs finally awarded against Intel,
                  provided that Intel (i) promptly notifies eDiets.com in
                  writing of such claim or action, (ii) provides eDiets.com with
                  sole control over the defense or settlement of such suit or
                  proceeding, and (iii) provides eDiets.com with reasonable
                  information and assistance in the defense and/or settlement
                  any such claim or action. eDiets.com will not be responsible
                  for any costs, expenses or compromise incurred or made by
                  Intel.

Page 11 - LICENSE AND MARKETING AGREEMENT

<PAGE>

         9.2      Disclaimer. THE FOREGOING STATES THE ENTIRE LIABILITY AND
                  OBLIGATIONS OF EDIETS.COM AND THE EXCLUSIVE REMEDY OF INTEL,
                  WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS,
                  COPYRIGHTS, TRADE SECRETS, TRADEMARKS, OR OTHER INTELLECTUAL
                  PROPERTY RIGHTS.

         9.3      Privacy Indemnity. eDiets.com will defend or settle any suit
                  or proceeding brought against Intel based on a claim that
                  eDiets.com's use of End User Data violated eDiets.com's
                  privacy policy, and pay all damages and costs finally awarded
                  against Intel, provided that Intel (i) promptly notifies
                  eDiets.com in writing of such claim or action, (ii) provides
                  eDiets.com with sole control over the defense or settlement of
                  such suit or proceeding, and (iii) provides eDiets.com with
                  reasonable information and assistance in the defense and/or
                  settlement any such claim or action. eDiets.com will not be
                  responsible for any costs, expenses or compromise incurred or
                  made by Intel.

10. Termination:

         10.1     Termination Upon Default. Either party shall have the right to
                  terminate this Agreement should the other party materially
                  default in the performance of any of its obligations if,
                  within thirty (30) days after written notice, the defaulting
                  party has failed to cure the default.

         10.2     Return of Materials. Upon termination or expiration of this
                  Agreement, (i) each party shall promptly return all
                  confidential and proprietary information and other
                  information, documents, manuals, equipment and other materials
                  belonging to the other party, (ii) each party shall
                  immediately cease using all Content and Marks of the other
                  party in any form, and (iii) each party shall terminate all
                  Links established pursuant to this Agreement. Notwithstanding
                  the foregoing, the following shall not be affected by the
                  termination of this Agreement for any reason: (x) sublicenses
                  of eDiets.com Content (including Fitness Programs) granted by
                  Intel to its End Users, and (y) sublicenses of VivonicTM
                  Content granted by eDiets.com to its End Users.

         10.3     Survival. The following provisions shall survive any
                  expiration or termination of this Agreement: Section 1.
                  Definitions; Section 10. Indemnification; Section 12.
                  Confidentiality and Non-disclosure; Section 13. Limitation of
                  Liability and Disclaimer; and Section 14. General Provisions.

11. Confidentiality and Non-Disclosure:

         11.1     General. Confidential information disclosed under this
                  Agreement, including the existence and content of this
                  Agreement, shall be considered "Confidential Information." Use
                  and disclosure of such Confidential Information shall be
                  governed by the terms of the Intel Corporate Non-Disclosure
                  Agreement, No. 9326216 executed by the parties on January 13,
                  2000, and incorporated into this Agreement by reference.

Page 12 - LICENSE AND MARKETING AGREEMENT

<PAGE>

         11.2     Confidentiality of Terms. The parties shall keep the terms of
                  this Agreement confidential and shall not now or hereafter
                  divulge these terms to any third party except: (a) with the
                  prior written consent of the other party; (b) as otherwise may
                  be required by law or legal process, including to legal and
                  financial advisors in their capacity of advising a party in
                  such matters; (c) during the course of litigation, so long as
                  the disclosure of such terms and conditions are restricted in
                  the same manner as is the confidential information of other
                  litigating parties; or (d) in confidence to its legal counsel,
                  accountants, banks and financing sources and their advisors
                  solely in connection with complying with financial
                  transactions; provided that, in (b) through (d) above, (i) the
                  disclosing party shall use all legitimate and legal means
                  available to minimize the disclosure to third parties,
                  including without limitation seeking a confidential treatment
                  request or protective order whenever appropriate or available;
                  and (ii) the disclosing party shall provide the other party
                  with at least ten (10) days prior written notice of such
                  disclosure.

12. Limitation of Liability and Disclaimer:

         12.1     Liability; Limitation. NEITHER PARTY SHALL BE LIABLE TO THE
                  OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,
                  CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE PARTY
                  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING
                  FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF
                  REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT
                  WILL INTEL'S TOTAL LIABILITY FOR ANY CLAIMS OR CAUSES ARISING
                  OUT OF THIS AGREEMENT EXCEED $100,000.

         12.2     No Additional Warranties. NEITHER PARTY MAKES, AND EACH PARTY
                  SPECIFICALLY DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMPLIED,
                  REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT, INCLUDING
                  IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
                  PARTICULAR PURPOSE AND WARRANTIES REGARDING NON-INFRINGEMENT
                  OF INTELLECTUAL PROPERTY RIGHTS.

13. General Provisions:

         13.1     Relationship of Parties. The parties hereto are independent
                  contractors. Neither party has any express or implied right or
                  authority to assume or create any obligations on behalf of the
                  other or to bind the other to any contract, agreement or
                  undertaking with any third party. Nothing in this Agreement
                  shall be construed to create a partnership, joint venture,
                  employment or agency relationship between the parties.

         13.2     Independent Development. This Agreement does not preclude
                  either party from evaluating, acquiring from third parties not
                  a party to this Agreement,

Page 13 - LICENSE AND MARKETING AGREEMENT

<PAGE>

                  independently developing or marketing similar information,
                  technologies or products, or making and entering into similar
                  arrangements with other companies. Neither party is obligated
                  by this Agreement to make such information, products or
                  technologies available to the other. This Agreement does not
                  preclude either party from entering into similar agreements
                  and arrangements with other parties.

         13.3     Entire Agreement. The terms and conditions of this Agreement,
                  including its exhibits, constitutes the entire agreement
                  between the parties with respect to the subject matter hereof,
                  and merges and supersedes all prior and contemporaneous
                  agreements, understandings, negotiations and discussions.
                  Neither of the parties shall be bound by any conditions,
                  definitions, warranties, understandings, or representations
                  with respect to the subject matter hereof other than as
                  expressly provided herein. The section headings contained in
                  this Agreement are for reference purposes only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement. No oral explanation or oral information by either
                  party hereto shall alter the meaning or interpretation of this
                  Agreement. No amendments or modifications shall be effective
                  unless in a writing signed by authorized representatives of
                  both parties. These terms and conditions will prevail
                  notwithstanding any different, conflicting or additional terms
                  and conditions which may appear on any purchase order,
                  acknowledgment or other writing not expressly incorporated
                  into this Agreement. This Agreement may be executed in two (2)
                  or more counterparts, all of which, taken together, shall be
                  regarded as one and the same instrument.

         13.4     Notices. All notices required or permitted to be given
                  hereunder shall be in writing, shall make reference to this
                  Agreement, and shall be delivered by hand, or dispatched by
                  prepaid air courier or by registered or certified airmail,
                  postage prepaid, addressed as follows:

         If to eDiets.com:                       If to Intel:

         Christine Brown                         Intel Corporation
         3467 Hillsboro Blvd., #2                2200 Mission College Blvd.
         Deerfield Beach, Fl 33442               Santa Clara, CA 95052
         Attention: General Counsel              Attention: General Counsel

                                                 With a copy to:

                                                 Post Contract Management
                                                 2111 N.E. 25th Avenue, JF3-149
                                                 Hillsboro, Oregon 97124

                  Such notices shall be deemed served when received by addressee
                  or, if delivery is not accomplished by reason of some fault of
                  the addressee, when tendered for delivery. Either party may
                  give written notice of a change of address and, after notice
                  of such change has been received, any notice or request shall
                  thereafter be given to such party at such changed address.

Page 14 - LICENSE AND MARKETING AGREEMENT

<PAGE>

         13.5     Assignment. Neither party may assign or otherwise transfer its
                  rights or obligations under this Agreement without prior
                  written consent of the other party; provided that Intel may
                  assign this Agreement to any new entity it creates to carry on
                  the business that is currently conducted by its Vivonic unit
                  without eDiets.com's consent, and any such assignment shall
                  act as a novation of any obligations of Intel under this
                  Agreement.

         13.6     Waiver. Failure by either party to enforce any term of this
                  Agreement shall not be deemed a waiver of future enforcement
                  of that or any other term in this Agreement or any other
                  agreement that may be in place between the parties.

         13.7     No Rule of Strict Construction. Regardless of which of the
                  parties may have drafted this Agreement, no rule of strict
                  construction shall be applied against either party. If any
                  provision of this Agreement is determined by a court to be
                  unenforceable, the provision will be deemed to be modified to
                  the extent necessary to allow it to be enforced to the extent
                  permitted by law, or if it cannot be modified, the provision
                  will be severed and deleted from this Agreement, and the
                  remainder of the Agreement will continue in effect.

         13.8     Governing Law; Jurisdiction. Any claim arising under or
                  relating to this Agreement shall be governed by the internal
                  substantive laws of the State of Delaware or federal courts
                  located in Delaware, without regard to principles of conflict
                  of laws. Each party hereby agrees to jurisdiction and venue in
                  the courts of the State of California for all disputes and
                  litigation arising under or relating to this Agreement.

         13.9     Force Majeure. Neither party shall be responsible for its
                  failure to perform due to causes beyond its reasonable control
                  such as acts of God, fire, theft, war, riot, embargoes, or
                  acts of civil or military authorities.

Page 15 - LICENSE AND MARKETING AGREEMENT

<PAGE>

                                    EXHIBIT B
                                 SPECIFICATIONS

Description of Content

A. eDiets.com Content.

         1. eDiets.com will deliver six (6) branded nutrition and/or fitness
articles per week during the term of this Agreement to Intel, which articles may
be posted on the VivonicSM Website with a eDiets.com Mark provided by
eDiets.com. Such articles will be delivered each 1st Monday of each month.

         2. eDiets.com will deliver ten (10) nutrition programs, formatted for
use with VivonicTM Products, to Intel, on or before Sept. 1, 2000, which
programs may be listed and posted on the VivonicSM Website and downloaded by
VivonicTM End Users.

         3. eDiets.com will deliver to Intel, as an initial delivery under this
Agreement, the Link and associated Link Content, as pictured below.

This Link will be posted on the VivonicSM Nutrition Page. Its size will be at
least one inch square (on a standard size screen) and it will be visible on the
VivonicSM Nutrition Page without scrolling.

B. VivonicTM Content.

         1. Intel will deliver to eDiets.com, as an initial delivery under this
Agreement, the VivonicTM Mark, as pictured below.

                                [GRAPHIC OMITTED]

The VivonicTM Mark (and Link for any associated Link Content hereafter delivered
by Intel to eDiets.com for posting with the VivonicTM Mark) will be posted on
each Webpage on the eDiets.com Website where logos and other content of other
providers of handheld fitness devices and portable fitness software are posted.
The Vivonic Mark and associated Link will be of equal or larger size, and will
posted in at least as prominent a position on each such Webpage.

                                       16
<PAGE>

                                    EXHIBIT C
                                SPECIFIED FORMAT

Format for eDiets.com Nutrition Plans


Format for eDiets.com Nutrition articles


Format for eDiets.com Marks


Format for VivonicTM Marks

                                       17
<PAGE>

                                    EXHIBIT D

                            Usage Guidelines for the
               VivonicTM Trademark and the VivonicSM Service Mark

This mark is used both as a service mark (SM) and a trademark (TM).

1.       As with all other marks, the VivonicTM mark should always be used as an
         adjective accompanied by an appropriate noun. This means that the
         Vivonic mark must be followed by an appropriate descriptor (e.g.,
         VivonicTM Fitness Planner).

         -        When using the Vivonic mark to refer to a product use the
                  following nouns: fitness plan, Fitness Planner, software,
                  tools, mark, name and trademark.
         -        When using the Vivonic mark to refer to a service use the
                  following nouns: site, web site, mark, name, service or
                  service mark,.
         -

2.       Generally, the noun following the trademark should be in lower case
         unless part of a heading (e.g., VivonicTM software) or the product name
         (e.g., VivonicTM Fitness Planner).

3.       Always use the appropriate trademark symbol with the Vivonic mark.
         Where Vivonic refers to a product, use"TM". Where Vivonic refers to a
         service, use "SM". (e.g., VivonicTM tools or Vivonic SM web site).

4.       Never hyphenate or abbreviate the VivonicTM mark (e.g., Vivonic-Fitness
         Planner, VFP).

5.       Never incorporate the Vivonic mark into another company's name,
         product, model or brand.

6.       Third parties should use an appropriate acknowledgement line such as,
         "Vivonic is a trademark and service mark of Intel Corporation."

                                 EXAMPLES OF USE
--------------------------------------------------------------------------------
            INCORRECT                                    CORRECT
--------------------------------------------------------------------------------
Vivonic planner                        VivonicTM Fitness Planner
--------------------------------------------------------------------------------
VivonicTM  web site                    VivonicSM web site
--------------------------------------------------------------------------------

                                       18
<PAGE>

                                    EXHIBIT E

                      EDIETS.COM TRADEMARK USAGE GUIDELINES






                                       19
<PAGE>

                                    EXHIBIT F

                              INTEL PRIVACY POLICY

Vivonic's Online Privacy Policy

Your right to privacy is very important. We recognize that when you choose to
provide us with information about yourself, you trust us to act in a responsible
manner. We believe this information should only be used to help us provide you
with better service. That's why we have put a policy in place to protect your
personal information. Below is a summary of our policy:

What personal information do we collect?

As a VivonicTM Web site visitor, generally when you visit our site and access
information, you will remain anonymous. Before we ask you for information, we
will explain how this information will be used. We will not provide any of your
personal information to other companies or individuals without your permission.
There are occasions when we will ask you for additional information. We do this
to be able to better understand your needs and provide you with services that we
believe may be valuable to you. Some examples of information our website
collects are name, address, email address and phone number. We give you the
opportunity to elect not to receive materials from us. If you sign up for a
Vivonic electronic newsletter or email list, each message will include
instructions on how to "unsubscribe" from the list.

If you are an owner of a VivonicTM Fitness Planner, you may upload and download
your personal fitness, training and nutrition data to the VivonicTM Web site for
assessment and updating. If you are also a registered user or member of one of
our fitness partners, we may ask you for permission to share your personal
fitness, training and nutrition data with our fitness partner, and our fitness
partner may ask you to share your personal, training and nutrition data with us.
This information will not be shared without your permission. This privacy policy
only governs our use of information about you. Before you give us permission to
share your personal data with any of our fitness partners, you should visit
their site and review their privacy policy.

Protecting your privacy

We will take appropriate steps to protect your privacy. Whenever you provide
sensitive information (for example, a credit card number to make a purchase), we
will take reasonable steps to protect it, such as encrypting your card number.
We will also take reasonable security measures to protect your personal
information in storage, and only permit access to that information by persons
needing access to perform their jobs.

Except for personal fitness training and nutrition information that you ask us
to share with specific fitness partners, we will not provide any of your
personal information to other companies or individuals without your permission.
However, we may need to provide your name and delivery address to third parties
that we use for the purpose of delivering a specific

                                       20
<PAGE>

service to you (e.g. customer support, or a shipping company, if you have asked
us to ship something to you).

Our website may provide links to third party sites. Since we do not control
these websites, we encourage you to review the privacy policies of these third
party sites.

Finally, while your individual information is protected as outlined above, we do
reserve the right to use aggregated anonymous data from our users as a group.
Specifically, we may share this aggregate information with our advertisers and
business partners.

Children's privacy

The Vivonic Web site does not knowingly collect personally identifiable
information from children under age 13. If we discover that a child under the
age of 13 has provided us with any personally identifiable information, we will
delete that information from our systems.

Vivonic encourages parents to go online with their children. Parents should
understand the sites their kids are visiting and which sites are appropriate.
There are parental control tools available such as browsers and filtering
software that prevent children from accessing inappropriate sites. Children
should never give out personal information on the Internet, such as name,
address, phone number, or name of school, unless supervised by a parent or
responsible adult. Look for a privacy policy on a web site and find out how
information collected from children is treated. Parents should teach their
children to look for sites that display a privacy policy.

Use of cookies

Vivonic uses cookies for various reasons. Cookies enable us to provide you with
a better experience by allowing us to understand what areas of the website are
of interest to our visitors. These cookies do not track individual information.
Vivonic also uses cookies when you register for one of our web programs, or buy
our products. In this situation, a cookie will store useful information that
enables our website to remember you when you return to visit us. Cookies from
the Vivonic website can only be read by Vivonic web sites. If you choose to
disable cookies in your browser, you can still access most of our website.

Data storage in the US

Portions of our website collect information. That information will be stored and
processed in databases in the United States.

How can you update the personal information you have provided to us?

You can help Vivonic maintain the accuracy of your information by notifying us
of any changes to your address, phone number, address or email address. In some
programs, you may do this online or through following the instructions on the
profile pages. If at any time you wish to stop receiving an electronic
newsletter from Vivonic, you can unsubscribe as explained in the

                                       21
<PAGE>

newsletter, or contact us via [email protected]

Questions

Vivonic welcomes comments and questions on this privacy policy. We are dedicated
to protecting your personal information and will make every reasonable effort to
keep that information secure. Due to the rapidly evolving technologies on the
Internet, we may occasionally update this policy. All revisions will be posted
to this site. Questions regarding this statement should be directed to
[email protected]

                                       22
<PAGE>

                                    EXHIBIT G

                            eDiets.com PRIVACY POLICY






                                       23


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