eDiets.com Inc. Contracts
Sample Business Contracts
Sponsorship Agreement [Amendment No. 1] - iVillage Inc. and eDiets.com Inc.
FIRST AMENDMENT
TO THE
SPONSORSHIP AGREEMENT
(Impression and Customer Acquisition Based)
THIS FIRST AMENDMENT with an effective date of November 1, 2000 (the
"Effective Date") by and between iVillage Inc., located at 500-512 Seventh
Avenue, New York, New York 10018 ("iVillage") and eDiets.com Inc. located at
3467 West Hillsboro Boulevard, Deerfield, Florida 33442 ("Sponsor") hereby
amends and restates the Sponsorship Agreement entered into on June 7, 2000 (the
"Original Agreement").
WHEREAS, the parties to the Original Agreement desire to amend the
Original Agreement to modify the sponsorship deliverable obligations on the part
of iVillage in a manner as provided for herein.
NOW THEREFORE, in consideration of the services delivered by iVillage
through the Effective Date of this First Amendment, Sponsor agrees to pay the
sum of $118,465.00 by wire transfer within five (5) business days of the signing
of this amendment. This sum represents payment for 1,247 paid customers
delivered to Sponsor by iVillage during the month of October, 2000 at a rate of
$95 per customer.
Furthermore the parties agree to the following:
1. Section 2 Sponsorship Deliverables shall be amended and
restated as follows:
(2)(A)(i) Paid Customer Account Goals for the Period of the
- Effective Date of the First Amendment - March 31, 2001.
iVillage agrees to use commercially reasonable efforts to
provide to Sponsor (a) one thousand (1,000) paid customers for
the period of November 1, 2000 through November 30, 2000 and
one thousand (1,000) paid customers for the period of December
1, 2000 through December 31, 2000; and (b) one thousand seven
hundred fifty (1,750) paid customers in each month for the
period of January through March 30, 2001 ("Q1, 2001"). For
purposes of this provision paid customer shall be defined as a
visitor to the Sponsor's site that purchases a Sponsor's
weight loss program during their initial visit to said site as
a result of a Click Through from the iVillage Network (each a
"Paid Customer"). Sponsor agrees to pay iVillage [____________
____________________] Paid Customer payable and due on a
monthly basis. Customers acquired through subsequent Sponsor
re-marketing programs are not to be counted toward Paid
Customer number. Sponsor agrees to provide to iVillage
mutually acceptable reporting of Paid Customers acquired
pursuant to this Agreement on a daily basis. iVillage may
elect by providing thirty (30) days written notice, to audit
the books and records
<PAGE>
of Sponsor to determine the accuracy of the sales report
providing iVillage with Paid Customer numbers and information,
which audit will be at iVillage's sole expense.
(2)(A)(ii) Sponsor Placements. iVillage agrees to provide
the following placement on the iVillage Network in the
following manner. Additionally, it is agreed between Sponsor
and iVillage that the following promotional placements
provided to Sponsor throughout Q1, 2001, shall constitute
commercially reasonable efforts on the part of iVillage.
(2)(A)(ii) Placement throughout the Diet & Fitness Channel
as follows:
o Permanent Placement in one Sponsor Text
Tagline on each page of Diet & Fitness
o 3 million 468X60 top banner Impressions per
month
o 1 million 468X60 bottom banner Impressions
per month
o Additional 1 million 468X60 bottom Banner
Impressions per month - if available
(availability based on advertising inventory
as determined by iVillage's discretion) which
shall be scheduled at "bulk" priority).
o Exclusive Placement (Ron, what does this
mean? provide details) on each page of the
one hundred plus club.
(2)(A)(iii) Placement throughout Astrology as follows:
o Permanent Placement on the following pages:
i. The side nav of women.astrology.com
http://goddess.astrology.com
ii. http://www.astrology.com/about.html
iii. http://www.astrology.com/allaboutyou.html
iv. http://astrology.com/tools.html
v. the side nav of career.astrology.com
http://career.astrology.com
vi. the side nav of astrology.com/fun
http://www.astrology.com/fun/
vii. the side nav of astrology.com/lounge
http://www.astrology.com/lounge/
viii. all pages on the
horoscopes.astrology.com Ex:
http://horoscopes.astrology.com/Dailyleo.html
o 25,000,000 "run of Astrology" Impressions per
month
(2)(A)(ii) allHealth placement in the following manner:
o 1,000,000 "Run of Health" Impressions per
month
(2)(A)(ii) AOL/Never Say Diet placement in the following
manner:
o Permanent Placement on every page
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(2)(A)(ii) Other Impressions
o 48,000,000 Run of Network Impressions per
month
(2)(A)(iii) Paid Customer Account goals for the period
April 1, 2001 - June 30, 2001 ("Q2, 2001"):
(2)(A)(iii)(a) iVillage and Sponsor agree to work together in
good faith to set mutually agreed upon account goals for Paid
Customers for the period April 1, 2001 through June 30, 2001
which account goals shall be based upon the flowing criteria,
as evaluated for the period as provided herein in Section
(2)(A)(i):
i. iVillage traffic growth
ii. iVillage sell-through rate (available
inventory)
iii. Sponsor Click Through and conversion to sale
rate trends
iv. Seasonal fluctuations of Sponsor's Sales
v. Effective CPM to iVillage
vi. Number of Sponsor ads appearing on the
iVillage Network per page
(2)(A)(iii)(b) In an effort to ensure the parties are able to
mutually agree to the commercially reasonable efforts expected
of iVillage for Q2, 2001 (and each subsequent quarter
throughout the term of the Agreement) in a timely manner, the
parties agree to the following
o Beginning March 1, 2001 the parties will
commence negotiation in good faith to
determine commercially reasonable commitments
(account goals required of iVillage and a
definition of commercially reasonable efforts
required of iVillage to reach that goal) Q2,
2001. If, after a period of thirty (30) days
of "good faith" negotiation, the parties have
not mutually agreed on the account goals for
Paid Customers, and commercially reasonable
effort then:
o the placements and promotions that
constituted commercially reasonable
efforts in Q1, 2001 shall remain
throughout the Q2, 2001.
o the actual number of Paid Customers
received in Q2, 2001 shall be deemed
acceptable account delivery of Paid
Customers to Sponsor for Q2, 2001';
however, the monthly goal for Q2, 2001
shall be no less than the monthly goal
for Q1, 2001.
o Notwithstanding anything to the contrary,
iVillage agrees that the account goals for
Paid Customers will not be set lower than one
thousand (1,000) per month except in the
event Sponsor click through and conversion
rates have begun to trend down below those
rates reported at the end of Q3, 2001 (period
"July
<PAGE>
through September 30, 2001") indicating
potential saturation of the iVillage user
base. Sponsor will ensure that iVillage will
be given the most favorable conversion
accounting provided to any other third party
by Sponsor.
(2)(A)(iii)(c) If the parties cannot reach mutual agreement
for the next consecutive three month period occurring
throughout the Term ("a Quarter") following a similar thirty
(30) days of good faith negotiations, than both parties shall
agree to the minimum account goal of one thousand (1,000) Paid
Customers per month for the remainder of the term of the
contract.
2. Except as expressly amended herein this First Amendment, all
terms and conditions of the Original Agreement, shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound,
hereby, have each executed and delivered this First Amendment as of the date
first written above.
eDiets.com Inc. iVillage Inc.
By: By:
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Steve Elkes
Name: Title: Executive Vice President,
--------------------------- Operations and Business Affairs
Title:
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Date:
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Date:
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