Internet Marketing Agreement by pellcity27


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									                             Internet Marketing Agreement

This Internet Marketing Agreement (the Agreement) is made and entered into this
(date), hereinafter called the Effective Date, by and between (Name of Marketing
Services Company), hereinafter called Marketing Services, a corporation organized and
existing under the laws of the state of (name of state), with its principal office located at
(street address, city, state, zip code), and (Name of Seller Corporation), a corporation
organized and existing under the laws of the state of (name of state), with its principal
office located at (street address, city, state, zip code), referred to herein as Seller

Whereas, among other things, Seller Corporation is in the business of selling (type of
products) direct to consumer through various direct marketing methods and media
channels; and

Whereas, Marketing Services is a consumer e-direct marketing services company
specializing in producing prospects, leads, subscribers, trials and revenue transactions
for online and offline advertisers; and

Whereas, the Parties desire to enter into a binding marketing venture whereby
Marketing Services will create advertising materials, micro-site landing/offer page
websites, distribute the advertising and marketing campaigns on websites across the
Internet, and sending out E-mail designed to generate consumer leads, new
subscribers, members, customers and sales for Seller Corporation;

Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the Parties agree as follows:
I.     Micro-Site Landing Offer Page Websites
       A.     Marketing Services agrees to continue to create and host the micro-site
       websites on its servers at its own expense and warrants that each Seller
       Corporation micro-site website will remain operable _____% of the time. From
       time to time Marketing Services shall alert Seller Corporation of the need to
       perform maintenance on the micro-site website server of Seller Corporation,
       which could result in the Seller Corporation’s micro-website being down for short
       periods of time. Marketing Services will make every effort to make the period of
       time that the micro-site website of Seller Corporation is down as short as
       possible and done at times of the day to minimize the impact of the micro-site
       being down.

       B.    The micro-site landing page websites include the following advertising
       programs: (name and address of each), hereinafter called the advertising
       programs. Marketing Services has created for each of these advertising
       programs: web banners, HTML and text E-mails, and co-registration copy to
       market these programs on-line. If a Seller Corporation micro site should become
       inoperable at any time Marketing Services will perform whatever actions are
necessary to make the micro site operable within a period of 48 hours, except for
reasons related to Acts of God, at no cost to Seller Corporation.

C.     Marketing Services agrees to maintain, and make revisions and
enhancements to the advertising programs of Seller Corporation websites at its
own expense. Marketing Services must obtain prior written approval from Seller
Corporation before any revisions or enhancements to any portion of any landing
page website, or any advertising programs, including web banners, HTML, text e-
mails, and co-registration copy, before being presented to the public.

D.     From time to time, Marketing Services and Seller Corporation may agree
to develop additional advertising programs, including micro-sites, websites and
advertising creative for the products of the Seller Corporation. If such additional
advertising programs, including micro-sites, and websites are developed, the fee
that Seller Corporation pays to Marketing Services to create, promote and
operate each of these will be negotiated separately and apart from this

E.    Seller Corporation will provide Marketing Services with existing creative
assets, including photos, artwork, etc. (the Creative) that Marketing Services may
choose from to use to develop the creative for the Seller Corporation advertising
programs. Seller Corporation represents and warrants that:

      1.    Seller Corporation owns and/or has the right and authority to permit
      the use, reproduction, distribution, and transmission of the Creative by
      Marketing Services;

      2.     The Creative is factually accurate and does not contain any
      fraudulent or deceptive materials;

      3.      The use, reproduction, distribution, or transmission of the Creative
      will not violate any foreign or domestic, federal, state or local law or
      regulation, or any rights of any third party, including but not limited to, any
      copyright, patent, trademark, trade secret, music, image, or other
      proprietary or property right, or constitute false advertising, unfair
      competition, defamation, invasion of privacy or rights of celebrity, or any
      other right of any person or entity.

F.    During the term of the Agreement, Marketing Services agrees not to
accept a similar advertising program from another company that sells (describe
products). Seller Corporation agrees to use Marketing Services as its exclusive
vendor for the following marketing opportunities:

      1.    To purchase marketing space (e.g. banner ads) for Seller
      Corporation websites across the Internet;
            2.     To e-mail Seller Corporation advertising for advertising programs of
            Seller Corporation websites

      G.     The exclusivity does not extend to Seller Corporation’s own internal online
      advertising programs such as on its own websites;

II.   Online Media Purchasing and Performance Based Compensation
      A.     Marketing Services will distribute Seller Corporation advertising programs
      on websites across the Internet, as well as e-mail advertising programs for Seller
      Corporation owned e-mail database, as well as to rented databases from its
      marketing partners. At its sole expense, Marketing Services will pay for any and
      all web-based distribution or e-mail distribution of its partners. Compensation to
      Marketing Services from these activities will be as described in the following

      B.    Seller Corporation agrees to pay Marketing Services a Media and
      Performance Fee for each desired action specified by Seller Corporation for
      each advertising program. Seller Corporation agrees to pay the following:

            1.      Seller Corporation will pay to Marketing Services $_________ per
            valid credit card order for the first (number) valid credit card orders
            received each month from the performance by Marketing Services
            pursuant to this Agreement.

            2.      Seller Corporation will pay to Marketing Services $_________ per
            valid credit card order for all valid credit card orders beyond (number)
            each month.

            3.     Seller Corporation will separately pay to Marketing Services
            $_________ per valid open account order. Seller Corporation shall pre-
            approve any media campaign which is designed to generate open account
            orders. Upon the request of Marketing Services, Seller may at its complete
            discretion decide to increase the amount it is willing to pay Marketing
            Services for media costs on a case by case basis. Marketing Services
            may also present a media cost based on a cost per acquisition basis
            which may result in a greater than $_________ per valid credit card order
            cost. Seller Corporation may decide to accept or reject such a cost per
            acquisition proposal in its complete discretion.

            4.     In addition to media costs, Seller Corporation will pay to Marketing
            Services a Performance Fee of ______% of the net revenue collected
            (excluding shipping and handling charges) for each customer who
            continues paying for the (type of product) collection after the initial trial
            offer period and the first full payment is collected. Net revenue shall be
            defined as the consumer price point, excluding shipping and handling
            charges and minus any credits, returns, refunds or charge backs until the
              customer cancels their membership. This net monthly amount will be paid
              to Marketing Services for as long as the customer continues paying for the
              monthly collections but shall cease (number) months after this Agreement
              is terminated. Cancellation by the customer ends any future obligations of
              Seller Corporation to pay any amounts due for that customer.

       C.       Marketing Services shall be responsible for validating and authorizing
       charging on credit card information provided by consumers for the initial trial
       sign-ups for any of the programs that require a credit card submission upon the
       initial sign up. Seller Corporation shall be responsible for validating and charging
       any and all credit cards for consumers who continue in the advertising programs
       after the trial period is completed. Seller Corporation agrees to pay the actual
       bank charges for processing each credit card validation/authorization charge
       completed by Marketing Services for the advertising programs by using the
       merchant code of Seller Corporation to process the transactions.

       D.      Seller Corporation agrees to pay Marketing Services any and all monthly
       Media and Performance Fees due within 30 days from the end of each month.
       Marketing Services will provide Seller Corporation with password protected
       online statistic reporting including clicks and actions resulting from all its activities
       in real-time. Marketing Services will provide retention reporting at the media-
       providing level within one week of receiving the report of Seller Corporation
       showing overall retention. Seller Corporation currently provides its overall
       retention report on a monthly basis. Seller Corporation will also provide
       Marketing Services with monthly reporting as to sales and credit card revenue
       from any and all of these activities. Upon written notification, each party shall
       have the right at its expense to audit the other party's books and records
       pertaining to the other party's obligations under this Agreement once each
       calendar year. Such audit will take place with reasonable notice at the offices
       where the books and records are located.

       E.     On a daily basis, Marketing Services shall provide via FTP (File Transfer
       Protocol) an electronic file containing all demographic data from opt in and opt
       out E-mail addresses and all customer data (first name, last name, street
       address, city, state, zip code, credit card number, and credit card expiration
       date). Marketing Services and Seller Corporation shall mutually agree on the file
       format of the FTP files to be delivered.

III.   Fulfillment
       A.      Seller Corporation agrees to provide all fulfillment services for all
       programs. Seller Corporation agrees also to handle all returns of Seller
       Corporation products and cancellations of Seller Corporation products. All
       fulfillment costs shall be at the sole expense of Seller Corporation.

       B.    Seller Corporation agrees to fulfill orders delivered to it by Marketing
       Services for the above Programs, within 4 weeks of receipt of the order.
IV.   Use of Creative and Licensed Marks
      A.     Subject to all the terms and conditions of this Agreement, Seller
      Corporation hereby grants Marketing Services a nonexclusive, non-transferable,
      non-sublicensable license to use the Marks of Seller Corporation solely in
      connection with insertion or display of such marks in the micro-site landing/offer
      pages, web banners, HTML and text E-mails and any other creative related to
      this Agreement. Marketing Services hereby acknowledges and agrees that:

             1.     Seller Corporation Marks are owned or licensed solely and
             exclusively by Seller Corporation, and

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