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Preview Full Doc	2002	Schedule 2 Network of Internet Services Advertising Schedule 2 Network of Internet Services Advertising (135K) Doc #146939: Click preview link for longer preview. SCHEDULE 2 MICROSOFT NETWORK OF INTERNET SERVICES ADVERTISING This Schedule 2 (the "Schedule") is made pursuant to that certain Master Advertising Agreement (the "Agreement") dated April 5, 2001 by and between Microsoft Corporation ("Microsoft Corporation") and eDiets.com, Inc. ("Company") and is entered into by and among the Company and Microsoft. This Schedule confirms the terms pursuant to which Company will purchase advertising placements on the web sites set forth in this Schedule (collectively "MSN"), effective July 1, 2002 (the "Effective Date"). This Schedule is entered into between Microsoft Online, L.P. ("Microsoft Online"), MSNBC Interactive News, L.L.C ("MSNBC") and together with Microsoft Online, ("Microsoft") and Company. 1. AD PLACEMENTS: 1.1 During the Term, Microsoft will provide a total of [*] to Company as set forth in Exhibit 2-A attached hereto, unless the parties agree upon alternate placements and fees in writing. "Ad Requests" means the request of an advertising element as a direct result of a user's action, as recorded by the advertisement's server software. 1.2 Company agrees to refresh its creative as mutually agreed during the Term, but no less frequently than once every seven (7) days. 1.3 Microsoft may, in its sole discretion, deliver Ad Requests in excess of the total set forth above, however, Company will not be obligated to pay Microsoft for such over-delivery, unless the parties agree on payment terms in a written amendment to this Schedule. 1.4 Make Goods: 1.4.1 If Microsoft fails to deliver the agreed upon aggregate number of Ad Requests during the Term, Company's sole remedy for such failure will be the extension of the Term for (i) a period of sixty (60) days, or (ii) until the agreed upon number of Ad Requests (or other Ad Requests as the parties mutually agree) are provided, whichever is longer. 1.4.2 The delivery of Ad Requests will be measured [] as set forth in Exhibit 2-A, attached hereto, or otherwise as agreed upon by the parties in writing in advance of each []. If Microsoft, at the end of any given [] during the Term, has failed to deliver at least [] of the Ad Requests committed for such quarter, Company reserves the right to withhold payment due for such Ad Requests until such shortfall is delivered by Microsoft, at which time the funds withheld will be released; provided, however, that if such Ad Requests are not delivered within (60) days following the end of the applicable [], Company shall not pay for such undelivered Ad Requests. Further, in the case where a particular placement is contained in the media plan for more than one [] and the CPM rate for that placement increases from one [] to the next, it is understood that the entire Ad Request commitment at the lower CPM must be met before the higher CPM is applied, regardless of the [] in which the delivery is made or completed. 1.5 On a monthly basis, the parties will discuss additions, changes and deletions to the placements set forth in this Section 1 and Company's advertising creative in an effort to optimize campaign performance of the Ad Requests. Subject to mutual written agreement and inventory availability, Microsoft will make all reasonable efforts to implement such revisions. 1.6 Microsoft will make commercially reasonable efforts to maintain aggregate click-through rates for the Ad Requests purchased pursuant to this Schedule which are substantially similar to those aggregate click-through rates historically provided by Microsoft under the Agreement. Company shall make commercially reasonable efforts to optimize the creative selections given to Microsoft for fulfillment of this Schedule. Failure by Microsoft to meet or exceed such historical aggregate click-through rates will not be deemed a breach of this Schedule. Microsoft makes no warranty about the click-through rate to be provided through each Exhibit 2-A ad placement. 2. EXCLUSIVE PROVISION OF CONTENT: During the Term, Microsoft will not accept advertising from or license products or services owned or distributed by [] on the following MSN sites or any successor sites (collectively the "Sites") (including without limitation, pages contained within the Sites or linked to the Sites): [] [] Confidential Information Microsoft Confidential Page 1 of 20 {PAGE} [**]. Except as provided herein, nothing in this Schedule will be construed as restricting Microsoft's ability accept advertising from or license products or services owned or distributed by other entities focused on dieting and weight loss 3. WOMENCENTRAL MINI-SITE: 3.1 Microsoft will create a site within WomenCentral for use by WomansCentral and MSN users, which site will allow such users review diet, fitness and nutrition information (the "Mini-Site"). The Mini-Site will: 3.1.1 Be at least five (5) to six (6) pages in length; and 3.1.2 Be created and hosted by Microsoft within WomenCentral using Content. Such Content will include, without limitation Company's tools such as a body mass indicator or calorie calculator; and 3.1.3 Be available for WomenCentral users through a persistent link (a text link or graphical link to be mutually agreed to by the parties) on the WomenCentral home page; and 3.1.4 Include the following on navigation structure of the Mini-Site: (a) the logos of Microsoft and Company; (b) hyperlink to WomenCentral, MSN or any page therein as mutually agreed to by Microsoft and Company; (c) be located at the top of each page of the Mini-Site 3.1.5 Include graphic and text links, which links will be placed on the Mini-Site as mutually agreed to by the Microsoft and Company, to Company's site, with a goal of increasing new membership in Company's site and diet programs; and 3.1.6 Include an attribution to Company as approved by the Company such as "Sponsored by eDiets." 3.2 Company will refresh the Mini-Site creative as mutually agreed upon during the Term, but no less frequently than once each month of the Term. 3.3 Company will be solely responsible for customer service for products and services offered by Company on the Mini-Site. 3.4 Microsoft and Company shall mutually agree on the design and content of the Mini-Site, but Microsoft will have ultimate editorial control over the Mini-Site. Microsoft will approve the Mini-Site no later than ten (10) days prior to launch of the Mini-Site (tentatively scheduled for July 1, 2002). Company will comply with the WomenCentral specifications set forth in Exhibit 2-B attached hereto, and will reasonably cooperate with Microsoft to test the operation and functionality of the Mini-Site prior to its launch by Microsoft. 4. MSNBC PLACEMENTS: MSNBC will provide Company with the following placements on the MSNBC Web Site (as defined below): (a) advertorial integration, as set forth in Section 4.1; (b) placement in the Resource Guide, as set forth in Section 4.2; and (c) placement on the MSNBC home page, as set forth in Section 4.3: 4.1 Advertorial Integration: 4.1.1 MSNBC will create and develop a fly-out menu from the "Health" or "Living" Navigation Bar Menu on the MSNBC Web Site as such Section is mutually determined by MSNBC and Company) titled "Special Advertiser Features". Users who activate the "Special Advertiser Features" fly-out menu will have the option to link to the Jump Page. "Navigation Bar Menu" means the navigation elements appearing on the left side of web pages within the MSNBC Web Site, which shall consist of the MSNBC logo and internal graphic or text links to web pages within the MSNBC Web Site, as may be modified by MSNBC in its discretion. "MSNBC Web Site" means the MSNBC Web Site currently located at URL: http://www.msnbc.com or any successor site and modified from time to time by MSNBC, in its sole discretion, that may include, but is not limited to, any and all other web sites created, registered, owned and/or controlled by MSNBC. "Jump Page" means the co-branded web page within the MSNBC Web Site hosted and maintained by MSNBC, which shall contain Content and links to Company's Site. "Section" means a specific designated information area within the MSNBC Web Site. Examples of Sections include, without limitation, Sports, Business, Health, Classifieds and Living. 4.1.2 MSNBC will maintain one or more links from the "Health" or "Living" Section of the MSNBC Web Site to the Jump Page. The number, size, placement and other characteristics of such links as well as the Section shall be mutually determined by MSNBC and 146939	eDiets.com eDiets.com Inc. ( Personal Services ) As referenced in this Schedule 2 Network of Internet Services Advertising: eDiets.com, Inc – is made pursuant to that certain Master Advertising Agreement (the "Agreement") dated April 5, 2001 by and between Microsoft Corporation ("Microsoft Corporation") and eDiets.com, Inc . ("Company") and is entered into by and among the Company and Microsoft. This Schedule confirms the terms pursuant to which Company will _____________ EDIETS.COM Inc – 20 {PAGE} IN WITNESS WHEREOF, the parties have entered into this Schedule as of the Effective Date. Microsoft Online Company MICROSOFT ONLINE, LP EDIETS.COM Inc . 6100 Neil Road 3801 W Hillsboro Blvd Reno, NV 89570 Deerfield Beach, FL 33442 By /s/ Gary Larkin /s/ David R. Humble ---------------------------------- ------------------------------------ ( _____________ dt 309561 ; Microsoft Microsoft Corp. As referenced in this Schedule 2 Network of Internet Services Advertising: Microsoft Corp – This Schedule 2 (the "Schedule") is made pursuant to that certain Master Advertising Agreement (the "Agreement") dated April 5, 2001 by and between Microsoft Corp oration ("Microsoft Corporation") and eDiets.com, Inc. ("Company") and is entered into by and among the Company and Microsoft. This Schedule confirms the _____________ "Microsoft Corp – 2 (the "Schedule") is made pursuant to that certain Master Advertising Agreement (the "Agreement") dated April 5, 2001 by and between Microsoft Corporation ("Microsoft Corp oration") and eDiets.com, Inc. ("Company") and is entered into by and among the Company and Microsoft. This Schedule confirms the terms pursuant _____________ Microsoft Corp – the other party's prior written approval, which approval shall not be unreasonably withheld or delayed. 10.2 Assignment of Agreement. Company and Microsoft Corp oration hereby approve the assignment of the Agreement and the rights and obligations under the Agreement and this Schedule to Microsoft Online, an _____________ Microsoft Corp – approve the assignment of the Agreement and the rights and obligations under the Agreement and this Schedule to Microsoft Online, an affiliate of Microsoft Corp oration. This Schedule shall be attached to and incorporated into the Agreement, and is subject to all the terms and conditions of the _____________ dt 116519 ;	Microsoft Online, L.P.; Ediets com Inc
Preview Full Doc	2001	Master Advertising Agreement (Non-Standard) Master Advertising Agreement (Non-Standard) (81K) Doc #146971: Click preview link for longer preview. MASTER ADVERTISING AGREEMENT (NON-STANDARD) This Master Advertising Agreement (the "Agreement") is made and entered into as of the 29th day of March, 2001 (the "Effective Date") by and between eDiets.com ("Company"), with its principal business offices located at 3467 West Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442, and Microsoft Corporation ("Microsoft"), with its principal business offices located at One Microsoft Way, Redmond, WA 98052. In consideration of the covenants and conditions hereinafter set forth, Microsoft and Company agree as follows: 1. Services. Company shall participate in the program(s) set forth in the Schedule(s) attached hereto by mutual written agreement of the parties. Each Schedule shall be not be effective until signed by both parties. 2. Payment. a. Invoices. Company shall pay Microsoft the fees set forth in each Schedule within thirty (30) days after the date of each Microsoft invoice. Amounts not paid when due or during the cure period under this Agreement will accrue interest at a rate of one and one-half percent (1.5%), compounded on a monthly basis. In addition to all other available rights and remedies, Microsoft reserves the right to cancel and remove any and all advertisements if Company fails to make timely payments of any amounts owing hereunder. All payments of amounts owing to Microsoft will be made at the following location or such other location designated by Microsoft in writing: Microsoft Corporation, P.O. Box 7247-7123, Philadelphia, PA 19170-7123. b. Taxes. The fees, advances and other amounts owing to Microsoft pursuant to this Agreement do not include taxes or other governmental fees. Company will pay all taxes and other governmental fees arising out of or related to all transactions undertaken pursuant to this Agreement, other than taxes on Microsoft income and revenue, and will provide Microsoft with appropriate evidence of such payment upon request. 3. Content license. Company will provide advertisements, trademarks, product images and/or content (collectively, "Content") necessary to fulfill its obligations under each Schedule. Company hereby grants Microsoft a world-wide, non-exclusive, royalty-free license to distribute, display, transmit, and otherwise use the Content as reasonably anticipated to fulfill Microsoft's obligations under this Agreement and such Schedule(s). 4. Content limitations. Content may not contain, advertise, link (either directly or, if with the knowledge of Company, indirectly) to or otherwise be related to content that (a) is obscene, defamatory, libelous, slanderous, profane, indecent or unlawful; (b) infringes or misappropriates third party intellectual property rights (including, but not limited to, copyrights, trademarks, service marks or any other proprietary, publicity or privacy right); (c) constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group; (d) facilitates or promotes gambling, or the sale or use of liquor, tobacco products or illicit drugs; or (e) facilitates, promotes or forwards illegal contests, pyramid schemes or chain letters. Microsoft may, but is under no obligation to, review the Content, and may refuse to make Content available to users in whole or in part if Microsoft determines that Content violates the foregoing limitations or such other reasonable limitations as Microsoft may adopt from time to time. Additionally, Company warrants that it will not willfully or knowingly provide Content which promotes or contains viruses, worms, corrupted files, cracks or other materials that are intended to or may damage or render inoperable software, hardware or security measures of Microsoft, subscribers or any third party. Failure by Microsoft to exhibit Content which does not meet the specifications required by Microsoft, includes materials which do not meet Microsoft's content limitations, and/or is in violation of Company's warranties does not constitute a breach of this Agreement or otherwise entitle Company to any legal remedy. 5. Links to Internet sites. Company warrants and represents to Microsoft that each Internet site identified by URLs in advertisements is in compliance with Company's warranties set forth in Section 8. Microsoft may reject any Content or refuse to provide links from any site owned, operated or controlled by Microsoft to any materials on Company's site that: (a) violates Company's warranties; (b) is factually inaccurate, misleading or deceptive; and/or (c) contain any programs, application, interfaces or other functions that, given the nature of the Microsoft network of Internet services (collectively, "MSN") and in Microsoft's reasonable judgment would have a deleterious effect on any MSN user's experience. In determining whether any materials on the Company's site or Content would have a deleterious effect on a MSN user's experience, Microsoft shall use standards consistent with those Microsoft uses to determine quality standards for its other featured partners. Microsoft may test Company's URLs, and in Microsoft's sole discretion may remove any URLs at any time that fail to comply with the above requirements if Company has not cured such failure within forty-eight (48) hours of notification. Notwithstanding the foregoing, Company may provide alternate URLs to Microsoft. 146971	eDiets.com eDiets.com Inc. ( Personal Services ) As referenced in this Master Advertising Agreement (Non-Standard): EDIETS.COM, Inc – to survive such termination. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date written above. MICROSOFT CORPORATION EDIETS.COM, Inc . /s/ Gary Larkin /s/ Ronald Caporale -------------------------------- --------------------------------- By (Sign) By (Sign) Gary Larkin Ronald Caporale -------------------------------- --------------------------------- Name (Print) Name (Print) MSN Sales Manager EVP _____________ EDIETS.COM Inc – of the Agreement. Whereby the parties enter into this Schedule as of the later of the two dates below. Microsoft Company MICROSOFT CORPORATION EDIETS.COM Inc . One Microsoft Way 3467 W. Hillsboro Blvd., Suite 2 Redmond, WA 98052-6399 Deerfield Beach, FL 33442 By /s/ Gary Larkin /s/ _____________ dt 309562 ;	Microsoft Microsoft Corp. As referenced in this Master Advertising Agreement (Non-Standard): Microsoft Corp – and between eDiets.com ("Company"), with its principal business offices located at 3467 West Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442, and Microsoft Corp oration ("Microsoft"), with its principal business offices located at One Microsoft Way, Redmond, WA 98052. In consideration of the covenants and conditions hereinafter _____________ Microsoft Corp – All payments of amounts owing to Microsoft will be made at the following location or such other location designated by Microsoft in writing: Microsoft Corp oration, P.O. Box 7247-7123, Philadelphia, PA 19170-7123. b. Taxes. The fees, advances and other amounts owing to Microsoft pursuant to _____________ Microsoft Corp – with a copy to: eDiets.com, 3467 West Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442 attn: Legal Department. f. Notices to Microsoft: Microsoft Corp oration, One Microsoft Way, Redmond, WA 98052-6399, Attn: Program Contact (as designated in each Schedule), with a copy to: Microsoft Law & Corporate _____________ MICROSOFT CORP – be deemed to survive such termination. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date written above. MICROSOFT CORP ORATION EDIETS.COM, Inc. /s/ Gary Larkin /s/ Ronald Caporale -------------------------------- --------------------------------- By (Sign) By (Sign) Gary Larkin Ronald Caporale -------------------------------- --------------------------------- Name (Print) Name (Print) MSN _____________ Microsoft Corp – INTERNET SERVICES ADVERTISING This Schedule 1 is made pursuant to that certain Master Advertising Agreement (the "Agreement") dated _____, 2001 by and between Microsoft Corp oration ("Microsoft") and eDiets.com ("Company") and confirms the terms pursuant to which Company will purchase advertising placements on MSN. 1. AD PLACEMENTS: _____________ dt 116520
Full Doc	2002	Sponsorship and Advertising Agreement Sponsorship and Advertising Agreement (29K) Doc #1196077: This document is immediately available for purchase, but does not have a preview available for viewing. 1196077	NeoMedia NeoMedia Technologies, Inc. ( Software & Programming )
Full Doc	2000	Advertising Contract Advertising Contract (4K) Doc #1198671: This document is immediately available for purchase, but does not have a preview available for viewing. 1198671	SalesRepCentral SalesRepCentral.com Inc. ( Computer Services )
Full Doc	2003	Advertising Agreement Advertising Agreement (3K) Doc #1198849: This document is immediately available for purchase, but does not have a preview available for viewing. 1198849	Radix Marine Radix Marine, Inc. ( Computer Services )
Preview Full Doc	2003	Advertising Agreement Advertising Agreement (31K) Doc #1198874: Click preview link for longer preview. ADVERTISING AGREEMENT This ADVERTISING AGREEMENT (the "Agreement") is made this ____ day of October 2003, by and between: BARTHOLOMEW INTERNATIONAL INVESTMENTS LTD., INC. (hereinafter referred to as "BIIL ") AND RADIX MARINE, INC. (hereinafter referred to as "RADIX") Collectively BIIL and RADIX MARINE, INC. hereinafter referred to as . . . 1198874	Radix Marine Radix Marine, Inc. ( Computer Services ) As referenced in this Advertising Agreement: RADIX MARINE, INC. – 2 ADVERTISING AGREEMENT This ADVERTISING AGREEMENT (the "Agreement") is made this ____ day of October 2003, by and between: BARTHOLOMEW INTERNATIONAL INVESTMENTS LTD., INC. (hereinafter referred to as "BIIL ") AND RADIX MARINE, INC. (hereinafter referred to as "RADIX") Collectively BIIL and RADIX MARINE, INC. hereinafter referred to as "THE PARTIES". WHEREAS, BIIL is an advertising firm with expertise in the dissemination of _____________ RADIX MARINE, INC. – ____ day of October 2003, by and between: BARTHOLOMEW INTERNATIONAL INVESTMENTS LTD., INC. (hereinafter referred to as "BIIL ") AND RADIX MARINE, INC. (hereinafter referred to as "RADIX") Collectively BIIL and RADIX MARINE, INC. hereinafter referred to as "THE PARTIES". WHEREAS, BIIL is an advertising firm with expertise in the dissemination of information about publicly traded companies. BIIL is in the business of _____________ RADIX MARINE, INC. – of advertising, providing investor relations services, public relations services, disseminating information about public companies, publishing, advertising services, financing arrangements, private placements and other related programs, services and products; and WHEREAS, RADIX MARINE, INC. desires to publicize RADIX MARINE, INC., its name and business, with the intention of making its name and businesses better known to RADIX MARINE, INC.'s shareholders, investors, brokerage _____________ RADIX MARINE, INC. – public relations services, disseminating information about public companies, publishing, advertising services, financing arrangements, private placements and other related programs, services and products; and WHEREAS, RADIX MARINE, INC. desires to publicize RADIX MARINE, INC. , its name and business, with the intention of making its name and businesses better known to RADIX MARINE, INC.'s shareholders, investors, brokerage houses, potential investors or shareholders, and _____________ RADIX MARINE, INC. – services and products; and WHEREAS, RADIX MARINE, INC. desires to publicize RADIX MARINE, INC., its name and business, with the intention of making its name and businesses better known to RADIX MARINE, INC. 's shareholders, investors, brokerage houses, potential investors or shareholders, and various media; and WHEREAS, BIIL is willing to accept RADIX MARINE, INC. as a client. WHEREAS, RADIX MARINE, INC. _____________ dt 1462357
Full Doc	2000	Advertising Agreement Advertising Agreement (9K) Doc #1209567: This document is immediately available for purchase, but does not have a preview available for viewing. 1209567	Compuware Compuware Corp. ( Software & Programming )

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