Sponsorship Agreement发起人协议.docx

1、Sponsorship Agreement发起人协议SPONSORSHIP AGREEMENT出资人协议Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.This Sponsorship Agreement (Agreement) is entered into as of _

2、,_,_(M/D/Y) (Effective Date), by and between AAA Inc. a _(address) corporation, located at _(address) (AAA), and BBB Inc., a _(address) corporation, located at _(address)(Client).RECITALSA. AAA maintains sites on the Internet at http:/www._ (the _ Site) and at http:/www._ (the _ Site), and owns, man

3、ages or is authorized to place advertising on the following affiliated Web sites worldwide http:/www._ (_ Site), http:/www._ (_ Site), and http:/www._ (_ Site) (all such sites, including the _ Site and _ Site, collectively referred to as the AAA Sites). Within the AAA Sites, content is organized int

4、o topical channels (Channels).B. AAA maintains the Quicken99 software product into which Banner Advertisements are served (Quicken Software). C. Client is engaged in the business of the sale and delivery of electronic postage at its Web site located at http:/www.BBB (the Client Site). D. Client wish

5、es to promote its business to users of the AAA Sites through promotions and advertising in various portions of the AAA Sites.Therefore, the parties agree as follows:1. ADDITIONAL DEFINITIONS1.1 Above-the-Fold means the portion of a page that is designed to be visible on a standard computer screen wi

6、th a resolution of 640 pixels by 480 pixels without requiring the user to scroll horizontally or vertically through the page.1.2 Banner Advertisement means advertisements consisting of billboard-like graphics displayed in a standardized specific location on the AAA Sites, which advertisements click-

7、through to the Client Site, or such other address mutually agreed upon by the parties from time to time.1.3 Channel Home Page means, with respect to any Channel the introductory or welcome page for such Channel.1.4 Client Competitor means any of the entities listed on Exhibit A to this Agreement, as

8、 such list may be amended by mutual agreement by the parties, provided such entity derives any of its annual gross revenues from the sale or delivery of electronic postage or postage meters.1.5 Client Graphic means those mutually agreed upon graphics, artwork, logos, descriptions and other material

9、provided by Client for use on the AAA Sites.1.6 Impression is generated where a Users browser software requests a file via the World Wide Web service of the Internet, where such file contains a Banner Advertisement or Link.1.7 Launch Date means *1.8 Link means a hypertext text and/or graphic link fr

10、om the AAA Sites to the Clients Site.1.9 Net Transaction Revenues means the aggregate amount of transaction fees received by Client during the Term from a New Customer for the purchase of U.S. postage from Client by such New Customer, less amounts attributable to taxes, shipping, returns, bad debt,

11、handling, credit card charges and similar charges (collectively, Deductions). Notwithstanding the foregoing, such Deductions, with the exception of credit card charges, shall not exceed an aggregate of * of such transaction fees.1.10 New Customer means a User who (a) registers for Clients service us

12、ing a unique credit card number, electronic mail address or name not previously received by Client, and (b) purchases U.S. postage from Clients service.1.11 Sponsor Client Graphic means a Client Graphic which indicates Client as a Sponsor with respect to the sale or delivery of electronic postage, w

13、hich graphics click-through to the Client Site, or such other address mutually agreed upon by the parties from time to time.1.12 User means any person or entity that accesses one or more pages on the AAA Sites and is transported via the World Wide Web from the AAA Site to the Clients Site.2. SMALL B

14、USINESS CHANNEL PROMOTION2.1 Promotions. Commencing on the Launch Date and continuing throughout the Term, AAA shall promote Client on the Small Business Channel of the _ Site, _ Site and _ Site as follows:2.1.1 A Sponsor Client Graphic consisting of 160x40 pixels shall be rotated amongst the follow

15、ing pages (or their successor pages, if any): (1) Starting a Business page, (2) Managing your Business page, (3) Marketing page, (4) Legal Issues page, and (5) Taxes & Accounting page. Each such Sponsor Client Graphic shall be Above the Fold.2.1.2 A Sponsor Client Graphic of 88x31 pixels to be found

16、 at the bottom of each page where a sponsorship strip exists.2.1.3 A text Link to be located Above-the-Fold in a text sponsor bar on the Small Business Channel home page of the _ Site, _ Site and _ Site.2.1.4 A text Link on the Products & Promos area of the Small Business Channel Home Page of the _

17、Site, _ Site and _ Site.2.1.5 A Sponsor Client Graphic consisting of a minimum number of pixels mutually agreed upon by the parties, will appear on the Small Business Mailing/Shipping, OnLine Postage page in the Small Business Channel, when such page is made publicly available on the applicable AAA

18、Sites. Such graphic shall be displayed in a position mutually agreed upon by the parties.2.2 Email Promotions. AAA will place a Sponsor Client Graphic consisting of a minimum of 234x60 pixels, with a mutually agreed upon text in two (2) mutually agreed upon, small business email newsletters sent by

19、AAA, to all its registered small business users who have elected to receive such newsletter (Small Business Newsletters). Client shall be the only sponsor in each Small Business Newsletter. For the avoidance of doubt, it is understood that the Small Business Newsletters shall not contain advertiseme

20、nts (excluding any editorial content or directory listings which include third parties that are not Client Competitors) for any entity, other than Client.2.3 Additional Banner Advertisements. Commencing on the Launch Date and continuing throughout the Term, AAA will include on the _ Site, Banner Adv

21、ertisements consisting of 468x60 pixels.2.4 Total Small Business Impressions. AAA estimates but does not guarantee to deliver * Impressions of Clients Banner Advertisements, Client Graphics and Links described in this Section 2 during the entire Term of this Agreement. AAA acknowledges it is Clients

22、 preference to have AAA deliver such Impressions as follows: *If AAA fails to deliver such Impressions during the twelve (12) month period following the Launch Date, AAA agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties, until such Impressions ha

23、ve been delivered.3. * PROMOTION3.1 Promotions. Commencing on the day after the date on which the * available and continuing throughout the Term, AAA shall promote Client on the * of the _ Site, _ Site, _ Site, and _ Site as follows:3.1.1 A Sponsor Client Graphic of a pixel size mutually agreed upon

24、 by the parties, shall be rotated throughout the Features and Deals area. Each such Sponsor Client Graphic shall be Above the Fold.3.1.2 A Sponsor Client Graphic of 88x31 pixels to be found at the bottom of each page where a sponsorship strip exists.3.2 Additional Banner Advertisements. Commencing o

25、n the Launch Date and continuing throughout the Term, AAA will include on the _ Site, _ Site, _ Site, and _ Site, Banner Advertisements consisting of 468x60 pixels.3.3 Total * Impressions. AAA estimates but does not guarantee to deliver * Impressions of Clients Banner Advertisements and Client Graph

26、ics described in this Section 3 during the entire Term of this Agreement. AAA acknowledges it is Clients preference to have AAA deliver such Impressions as follows:*If AAA fails to deliver such Impressions during the twelve (12) month period following the Launch Date, AAA agrees to run such promotio

27、ns in equivalent areas and placement, as mutually agreed upon by the parties, until such Impressions have been delivered.4. _ SITE HOME PAGE PROMOTION4.1 Promotions. Commencing on the Launch Date and continuing for a period of six (6) months throughout the Term, as mutually agreed by the parties, AA

28、A shall promote Client on the _ Site home page, with a Sponsor Client Graphic of 88x31 pixels to be found at the bottom of such home page.4.2 Total Impressions. AAA estimates but does not guarantee to deliver * Impressions of Clients Sponsor Graphics described in this Section 4 during the period agr

29、eed upon by the parties. If AAA fails to deliver such Impressions during the agreed upon time period, AAA agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties until such Impressions have been delivered.5. QUOTES PLUS TAB _ SITE PROMOTION5.1 Promotio

30、ns. Commencing on the Launch Date and continuing for a period of six (6) months throughout the Term, as mutually agreed by the parties, AAA shall promote Client on the Quotes Plus tab within the Investment Channel of the _ Site with a Sponsor Client Graphic of 160x40 pixels will be included Above th

31、e Fold at each of the following Quotes Plus page tabs: (1) Insider Trading, (2) Comparison, (3) Company Profile, (4) Broker Research, (5) Analysts, and (6) Alerts.5.2 Total Impressions. AAA estimates but does not guarantee to deliver * Impressions of Clients Sponsor Graphics described in this Section 5 during the period agreed upon by the parties. If AAA fails to deliver such Impressions during the