Sample Business Contracts

Advertising Insertion Order - LifeMinders inc. and eDiets.com Inc.

Advertising Insertion Order
LifeMinders [GRAPHIC OMITTED]

<TABLE>
<S> <C> <C>
Order #: 0 Revision #: 3 Sales Contact: Michael Penny
Client Order VP Sponsorship Sales
Number: 0 Phone: 704.521.9457
Date: 10/1/00 [email protected]
Campaign: Slotting Fax: 253.276.2792
URL: www.ediets.com Traffic Contact: Daria Kaczmarskyj
Sr. Account Manager
Phone: 703.707.8261 ext. 390
[email protected]
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Advertiser Agency
Name: eDiets.com Name: Agency of Record
Address: 3467 W. Hillsboro Blvd. Address:
Deerfield Beach, FL 33442

Contact: Angela Dowgos Contact: Agency Contact Name
Creative Contact: Steve Johnson Creative Contact: Agency Contact Name
Phone: 954.360.9022 Phone: Agency Phone #
Fax: 954.360.9095 Fax: Agency Fax #
E-Mail: [email protected] E-Mail: Agency Contact E-Mail Address
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Order Details
Contract Length: 12 months Net Cost: [__________] (See Program Detail)
Start Date: 10/1/00
End Date: 9/30/01
Billing Currency: US Dollar
Bill To: Advertiser
Terms: Net 30
Billing: Monthly
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</TABLE>

Terms and Conditions
All creative materials and any changes must be delivered at least 4 days in
advance to the identified Traffic Contact at Error! Reference source not found.

A LifeMinders' Insertion Order number and flight dates must be referenced in all
correspondence. LifeMinders will not issue any credit or make good due to late
or incorrectly submitted materials and/or late or incomplete information.

The Insertion Order is subject to the program details ("Program Details")
attached hereto as Exhibit A and terms and conditions ("Standard Terms")
attached hereto as Exhibit B of this Insertion Order, and such Standard Terms
are made a part of this Insertion Order by reference. The signatory of this
Insertion Order represents that he/she has read and agrees to such standard
terms and program details.

Authorized by (Client Signature) /s/ Date: 10/13/00
----------------------------- -------------
Print Name: Angela Dowgos Company: eDiets.com Phone: 954-360-9022
----------------------- ------------ ------------------
Production Contact: Steve Johnson Phone: 954-360-9022 Email: [email protected]
--------------- -------------- ------------------

Authorized by (LifeMinder Signature) /s/ Date: 10/13/00
------------------------- -------------
Print Name: Michael Perry Company: LifeMinders, Inc. Phone: 704-521-9457
-------------------- ------------------- -------------

Please complete and return to [email protected], Inc. Fax#: 253.276.2792

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Advertising Insertion Order
LifeMinders [GRAPHIC OMITTED]

Exhibit A - Program Detail

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Comments

o eDiets agrees to pay Lifeminders a minimum monthly fee of [___________
__________________________] for the period beginning September 1 and
ending December 31, 2000 during which Lifeminders guarantees delivery
of 1,350 new final sales ("Paid Customers") in each of the four
months. Beginning January 1, 2001 and ending August 31, 2001, eDiets
agrees to pay Lifeminders a minimum monthly fee of [__________________
___________________________] during which Lifeminders guarantees
delivery of 2,700 Paid Customers in each of the 8 months to be applied
to the a total yearly contract minimum of 32,400 new members. A final
new sale does not include any credit card sale that has been declined
or cancelled.

o In the event that Lifeminders is unable to deliver the minimum monthly
Paid Customers, Lifeminders will have thirty (30) days to make up the
shortfall. Failure to make up the shortfall will give eDiets the
right, in its sole discretion, to either terminate the agreement or
extend the Make Good Period another thirty (30) days. Should eDiets
elect to terminate the agreement, eDiets will be entitled to a full
refund equal to the difference between all fees paid to Lifeminders by
eDiets and the total of all Paid Customers delivered up to date of
termination multiplied by [__________] Paid Customer. Such refund
shall be payable to eDiets within thirty (30) days of termination.

o Should Lifeminders deliver to eDiets Paid Customers over and above the
minimum monthly guarantee ("Additional Sales"), eDiets agrees to pay
Lifeminders [____________________________] for each Additional Sale.

o The Company agrees to allow the Client use of eDiets.com content.

o LifeMinders agrees to provide eDiets prior notification of Diet
Competitors wanting to advertise within the Fitness & Diets Tips
Category.

Authorized by (client signature) /s/ Angela Dowgos Date: 10/10/00
-------------------------- ---------------

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Advertising Insertion Order
LifeMinders [GRAPHIC OMITTED]

Exhibit B - Standard Terms and Conditions for LifeMinders Advertising

The following Terns and conditions (the "Standard Terms") shall be deemed to be
incorporated into the attached insertion order (the "Insertion Order"):

1. Terms of Payment. Advertiser must submit completed credit application
to determine terms of payment. If no credit application is submitted
or the request for credit is denied by LifeMinders Inc.
("LifeMinders") in its sole discretion, the Insertion Order must be
paid in advance of the advertisement date, and/or information
delivery. If LifeMinders approves credit, Advertiser will be invoiced
on the first day of the contract period set forth in the Insertion
Order and payment shall be made to LifeMinders (Attn: Accounts
Receivable, 1110 Herndon Parkway, Suite 300, Herndon, VA 21070) within
thirty (30) days from the date of invoice ("Due Date"). Amounts paid
after the Due Date shall bear interest at the rate of two percent
(1.5%) per month. In the event Advertiser fails to make timely
payment, Advertiser will be responsible for all reasonable expenses
(including attorney's fees) incurred by LifeMinders in collecting such
amounts. LifeMinders reserves the right to suspend performance of its
obligations hereunder (or under any other agreement with Advertiser)
in the event Advertiser fails to make timely payment hereunder or
under any other agreement with LifeMinders.
2. Positioning. Except as otherwise expressly provided in the Insertion
Order or Program Detail, positioning of advertisement within the
LifeMinders properties is at the sole discretion of LifeMinders.
LifeMinders may, at its sole discretion, remove from the Insertion
Order (and substitute with similar inventory) any object that it
believes to be a trademark, trade name, company name, product name, or
brand name belonging to or claimed by a third party.
3. Placement. LifeMinders reserves the right, at its sole discretion, to
fulfill distribution requirements through its Private Label LifeMinder
network of mailings, in addition to its branded LifeMinders e-mails.
4. Usage Statistics. Unless specified in the Insertion Order, LifeMinders
makes no guarantee with respect to usage statistics or levels of
impressions for any advertisement. Advertiser acknowledges that
delivery statistics provided by LifeMinders are the official,
definitive measurements of LifeMinders performance on any delivery
obligations provided in the Insertion Order.
5. Renewal. Except as expressly set forth in the Insertion Order, any
renewal of the Insertion Order and acceptance of any additional
advertising order shall be at LifeMinders sole discretion. Pricing for
any renewal period is subject to change by LifeMinders from time to
time.
6. No Assignment or Resale of Ad Space. Advertiser may not resell, assign
or transfer any of its rights hereunder, and any attempt to resell
assign or transfer such rights shall result in immediate termination
of this contract, without liability to LifeMinders.
7. Limitations of Liability. In the event (i) that LifeMinders fails to
publish an advertisement in accordance with the schedule provided in
the Insertion Order, (ii) LifeMinders fails to deliver the number of
total e-mails specified in the Insertion Order (if any) by the end of
the specified period, or (iii) of any other failure, technical or
otherwise, of such advertisement to appear as provided in the
Insertion Order, the sole liability of LifeMinders to Advertiser shall
be limited to, at LifeMinders sole discretion, a pro rata refund of
the advertising fee representing undelivered e-mails, placement of the
advertisement at a later time in a comparable position, or extension
of the term of the Insertion order until total impressions are
delivered. In no event shall LifeMinders be responsible for any
consequential, special, punitive or other damages, including without
limitation, lost revenue or profits, in any way arising out of or
related to the Insertion Order/Standard Terms or publication of the
advertisement, even if LifeMinders has been advised of the possibility
of such damages. Without limiting the foregoing, LifeMinders shall
have no liability for any failure or delay resulting from any
governmental action, fire, flood, insurrection, earthquake, power
failure, riot, explosion, embargo, strikes whether legal or illegal,
labor or material shortage, transportation interruption of any kind
work slowdown or any other condition beyond the control of LifeMinders
affecting production or delivery in any manner.

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Advertising Insertion Order
LifeMinders [GRAPHIC OMITTED]

8. Advertisers Representations; Indemnification. Advertisements are
accepted upon the representation that Advertiser has the right to
publish the contents of the advertisement without infringing the
rights of any third party and without violating any law. In
consideration of such publications, advertiser agrees, at its own
expense, to indemnify, defend and hold harmless LifeMinders, and its
employees, representatives, agents and affiliates, against any and all
expenses and losses of any kind (including reasonable attorney's fees
and costs) incurred by LifeMinders in connection with any claims,
administrative proceedings or criminal investigations of any kind
arising out of publication of the advertisement and/or any material,
product or service of Advertiser to which users can link through the
advertisement (including without limitation, any claim of trademark or
copyright infringement, defamation, breach of confidentiality, privacy
violation, false or deceptive advertising or sales practices).
9. Provision of Advertising Materials. Advertiser will provide all
materials for the advertisement in accordance with LifeMinders'
policies in effect from time to time, including (without limitation)
the manner of transmission to LifeMinders and the lead-time prior to
publication of the advertisement. LifeMinders shall not be required to
publish any advertisement that is not received in accordance with such
policies and reserves the right to charge Advertiser, at the rate
specified in the Insertion Order, for inventory held by LifeMinders
pending receipt of acceptable materials from Advertiser which are past
due. Advertiser hereby grants to LifeMinders a non-exclusive,
worldwide, fully paid license to use, reproduce and display the
advertisement (and the contents, trademarks and brand features
contained therein) in accordance herewith.
10. Content Partner Specifics. In addition to Standard Terms, Content
Partnership requires (i) content summary of Advertiser content for
placement into LifeMinder e-mails and (ii) a modified billing cycle
(a) If an e-mail runs between the 1st-15th of month; Delivery for that
run will be tallied until the 15th of the following month and (b) If
an e-mail runs between the 16th-31st of month; delivery for that run
will be tallied until the 31st of the following month.
11. Right to Reject Advertisement. All Contents of advertisements are
subject to LifeMinders' approval. LifeMinders reserves the right to
reject or cancel any advertisement, insertion order, URL link, space
reservation or position commitment, at any time, for any reason
whatsoever (including belief by LifeMinders that placement of
advertisement, URL Link, etc., may subject LifeMinders to criminal or
civil liability).
12. Press Release. Upon agreement to the Insertion Order, and during the
term of this agreement, LifeMinders may, at its sole discretion, issue
any mutually approved press release. Advertiser shall make no public
announcement regarding the existence or content of the Insertion Order
without LifeMinders' written approval, which may be withheld at
LifeMinders' sole discretion.
13. Cancellation. Except as otherwise provided in the Insertion Order, the
Insertion Order is non-cancelable by Advertiser.
14. Construction. No conditions other than those set forth in the
Insertion Order or these Standard Terms shall be binding on
LifeMinders unless expressly agreed to in writing by LifeMinders. In
the event of any inconsistency between the Insertion Order and the
Standard Terms, the Standard Terms shall control.
15. Miscellaneous. These Standard Terms, together with the Insertion
Order, (i) shall be governed by and construed in accordance with, the
laws of the State of Virginia, without giving effect to principles of
conflicts of law; (ii) may be amended only by a written agreement
executed by an authorized representative of each party; and (iii)
constitute the complete and entire expression of the agreement between
the parties, and shall supersede any and all other agreements, whether
written or oral, between the parties. Both parties consent to the
jurisdiction of the courts of the stat of Virginia with respect to any
legal proceeding arising in connection with the Insertion
Order/Standard Terms.

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