[COMMERCE ONE LOG APPEARS HERE]
COMMERCE ONE
SUPPLIER AGREEMENT
This Supplier Agreement (this "Agreement") is entered into by and between
Commerce One, Inc. ("Commerce One") with offices at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and RoweCom, Inc. ("Supplier") with offices at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, effective as of the date it is
signed by the last party to sign (the "Effective Date").
Terms and Conditions
1. DEFINITIONS
As used in this Agreement:
A. "BuySite Catalogues" means Commerce One's proprietary electronic
catalogue that delivers content to the Commerce One customers listed in
ATTACHMENT A attached hereto (each, a "Customer"), as ATTACHMENT A may
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be updated in writing by the parties from time to time.
B. "Digitize" and variations thereof, means converting Licensed Content
into digital format such that it can be read, utilized and displayed by
a device, machine, or any other technology capable of utilizing digital
information.
C. "Licensed Content" means Supplier's electronic content specified in
ATTACHMENT A attached hereto (including, but not limited to, all text,
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pictures, audio, video, logos and copy contained therein), and any
updates, revisions, and/or corrections thereto provided by Supplier
hereunder.
D. "Marks" means those trademarks, service marks, trade names and logos of
Supplier set forth in ATTACHMENT A.
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E. "Knowledge Products" has the meaning set forth in ATTACHMENT A.
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2. TERM AND TERMINATION
A. Term, Termination and Survival. This Agreement shall commence on the
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Effective Date, and shall continue in full force and effect for a
period of three (3) years unless earlier terminated as set forth
herein. After the initial 3-year term, this Agreement will renew
automatically for additional one (1) year renewal terms, unless either
party gives the other party written notice of non-renewal within ninety
(90) days of the renewal date. Either party may terminate this
Agreement upon thirty (30) days prior written notice. The following
Sections shall survive any termination or expiration of this Agreement:
2, 5, 7, 9, 10, 11 and 12.
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3. LICENSES
Subject to the terms and conditions of this Agreement, Supplier hereby grants to
Commerce One a non-exclusive, worldwide license to:
i. Digitize, translate into any language, display, market, distribute, and
transmit the Licensed Content solely in connection with and only as
reasonably necessary for operating, demonstrating, or marketing the
BuySite Catalogues or Commerce One's services, as well as the right to
combine the Licensed Content with other content provided by Commerce
One, in each case by any method or means or in any median whether now
known or hereafter devised. The right to distribute shall include the
right of Commerce One to offer to Customers the option of printing all
or any portion of the Licensed Content solely for such Customers'
internal business purposes.
ii. Use the Marks solely in connection with and for the marketing and
promotion of the BuySite Catalogues and the Licensed Content.
4. DELIVERY, INTEGRATION AND PRESENTATION OF CONTENT; CUSTOMERS
A. Delivery. Within thirty (30) business days after the Effective Date,
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Supplier shall deliver the Licensed Content to Commerce One via the
means of delivery and in the format set forth in ATTACHMENT A. Such
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Licensed Content shall be updated as provided in ATTACHMENT A, and
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Supplier shall make ***1 to respond to all requests for support with
respect to the Licensed Content.
B. Integration. Supplier and Commerce One agree to integrate Commerce
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One's MarketSite to Suppliers order entry and inventory applications as
warranted by economic and business considerations. Integration will
occur with in accordance with the Scope of Work. t parties agree to
Within sixty (60) days after the Effective Date, the parties will agree
upon the Scope of Work that allows integration of the Licensed Content
in a way that utilizes the benefits to the Customers of the Commerce
One's Product Sets and the unique requirements for the purchase of
Knowledge Products and other Knowledge Product based services such as
renewals, claims, and change of address.
C. Preferred Relationship. Commerce One shall use ***2 to promote the
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products and services offered by Supplier in each event where Commerce
One receives an inquiry from BuySite customers relating specifically to
products offered by Supplier; provided however that both parties agree
that such promotion shall be non exclusive. All aspects of the location
display and presentation of Site Links are at the sole control and
discretion of Commerce One.
D. Presentation. Commerce One shall integrate and include the Licensed
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Content into the BuySite Catalogues as soon as reasonably possible
after receiving such Licensed Content. Commerce One shall maintain and
continue to include such Licensed Content as part of the BuySite
Catalogues for each Customer unless such Customer
1 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
2 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
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requests in writing that the Licensed Content be removed from its
catalog list. In the event that the promotion, distribution,
publication, display, license or availability of the Licensed Content
becomes the subject of an actual or threatened law suit brought by a
third party, or Commerce One reasonably believes the Licensed Content
may violate the rights of a third party, Commerce One shall
immediately, upon written notice to Supplier, be entitled to remove
such Licensed Content from the BuySite Catalogues and cease the
offering of such Licensed Content until such lawsuit or violation is
dismissed, settled or otherwise resolved, without incurring any
liability to Supplier.
5. OWNERSHIP
A. Supplier Rights. Supplier shall retain all right, title and interest in
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(i) the Licensed Content as delivered by Supplier to Commerce One,
including all copyrights, patents, trademarks and other intellectual
property rights therein and (ii) the Marks.
B. Commerce One Rights. Commerce One shall be responsible for the design
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of the BuySite Catalogues, and retains all of its ownership rights in
and to the BuySite Catalogues including, but not limited to, all
graphical designs, names, icons, interfaces and other design elements
(e.g. the selection and arrangement of materials therein and the "look
and feel" thereof). The BuySite Catalogues remains subject to change by
Commerce One from time to time in its sole discretion. Commerce One
specifically retains all ownership rights in and to any modifications,
enhancements or other contributions made by or on behalf of Commerce
One to the Licensed Content and which are permitted under this
Agreement. Without limiting the foregoing, Commerce One shall have the
worldwide right to use and exploit for all purposes all modifications,
enhancements or other contributions to the Licensed Content permitted
to be made by Commerce One or jointly with others during the term of
this Agreement, but only to the extent that such contributions are
generally applicable and are not specific only to the Licensed Content,
without any obligation to account for profits.
6. MARKETING
A. Mutual Obligations. Supplier and Commerce One will each promote the
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other as an alliance partner on its web sites with links to the other
party's homepage. Supplier will list Commerce One in all marketing
literature where partners are listed. Supplier will provide discounts
(in accordance with Supplier's then current pricing and discounts) on
all titles ordered by Customers. Commerce One will list Supplier as a
preferred strategic alliance partner on its marketing materials. Each
of Supplier and Commerce One agree to cross-train the sales force of
the other party in order to better market the integrated service. The
parties agree to reasonably cooperate on joint sales calls and
tradeshows, where appropriate. Each party agrees to assign a
Partnership Relationship Manager to ensure that the benefits to each
party under this Agreement are fully realized.
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7. PAYMENTS
A. Payment. The terms and conditions of the fee arrangements, between
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Commerce One and Supplier, and between Supplier and Customers, shall be
as set forth in ATTACHMENT B.
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B. Audit Rights. With respect to the fees set forth in ATTACHMENT B,
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Supplier shall keep complete and accurate records. These records shall
be retained for a period of two (2) years from the date of payment.
Upon reasonable advance notice, during regular business hours and no
more frequently than once per year, Supplier agrees to permit its
directly related financial records and accounts to be examined by
Commerce One to verify the amount of fees payable to Commerce One under
this Agreement. Commerce One shall promptly provide to Supplier a copy
of the written results of its examination. Supplier shall make prompt
adjustment to Commerce One corresponding to the net amount of any
undisputed underpayment of fees due hereunder. Commerce One shall
promptly refund the full amount of any net overpayment of fees
disclosed by any such audit. If such an examination reveals a net
underpayment of more than ***3 then Supplier shall promptly reimburse
Commerce One for the reasonable out-of-pocket cost of the examination.
8. ADOPTION OF MARKETSITE
Supplier and Commerce One agree to integrate MarketSite, ECN (as defined in
ATTACHMENT B) into Supplier's order entry and fulfillment process pursuant to
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the terms set forth in ATTACHMENT B as warranted by the demand for Supplier's
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products.
9. CONFIDENTIALITY
A. Nondisclosure. Each party acknowledges that by reason of its
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relationship to the other party under this Agreement it will have
access to certain information and materials concerning the other
party's business, plans, customers, technology and products that are
confidential and of substantial value to such party (referred to in
this Section as "Confidential Information"), which value would be
impaired if such Confidential Information were disclosed to third
parties. Each party agrees to maintain all Confidential Information
received from the other, both orally and in writing, in confidence and
agrees not to disclose or otherwise make available such Confidential
Information to any third party without the prior written consent of the
disclosing party. Each party further agrees to use the Confidential
Information only for the purpose of performing this Agreement. No
information shall be deemed to be Confidential Information unless
marked as confidential if given in writing or, if given orally,
identified as confidential orally prior to disclosure, or if disclosed
in any manner and the information by its type or nature should
reasonably be regarded as confidential. Neither party is obligated to
disclose Confidential Information to the other hereunder. Confidential
Information shall not include information shown by the receiving
party's contemporaneous written records to be (a) already in the
possession of the receiving party without an obligation of
confidentiality to the disclosing party, (b) hereafter rightfully
furnished to the receiving party by a third party without a breach of
any
3 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
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separate nondisclosure obligation to the receiving party, (c) publicly
available without breach of this Agreement (i.e., information in the
public domain), (d) furnished by the disclosing party to a third party
without restriction on subsequent disclosure, or (e) independently
developed by the receiving party without reliance on the Confidential
Information. Only the specific information that meets any such
exclusion shall be excluded and not any other information that happens
to appear in proximity to the excluded portion.
B. Required Disclosure. Nothing herein shall prevent a receiving party
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from disclosing all or part of the Confidential Information as
necessary pursuant to the lawful requirement of a governmental agency
or when disclosure is required by operation of law; provided that prior
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to any such disclosure, the receiving party shall use reasonable
efforts to (i) promptly notify the disclosing party in writing of such
requirement to disclose, and (ii) cooperate fully with the disclosing
party in protecting against any such disclosure or obtaining a
protective order.
C. Relief. The parties agree that money damages will not be an adequate
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remedy if this Section 9 is breached and that any such breach by a
receiving party will cause the disclosing party irreparable injury and
damage. Accordingly, a disclosing party shall be entitled, without
waiving any additional rights or remedies otherwise available at law or
in equity or by statute, and without the necessity of posting any bond
or surety therefor, to injunctive and other equitable relief in the
event of a breach or intended or threatened breach of this Section 9.
10. LIMITED LIABILITY
EXCEPT FOR EITHER PARTY'S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 9, 11 (A) OR
11 (B), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY
FOR LOSS OF PROFITS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, INTERRUPTION OF
BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY
SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES,
ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER ARISING
UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY,
EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL EITHER PARTY'S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED
THE TOTAL AMOUNTS PAID TO COMMERCE ONE BY SUPPLIER HEREUNDER. THESE LIMITATIONS
ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
11. REPRESENTATIONS AND WARRANTIES; INDEMNITY
A. Representations and Warranties of Supplier. Supplier represents and
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warrants that: (i) it has the full power and authority to enter into
this Agreement and to grant Commerce One the rights granted herein;
(ii) it is the sole owner or a permitted user
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of the Licensed Content and has secured all necessary licenses,
consents and authorizations with respect to use of the Licensed Content
to the full extent contemplated herein, including, but not limited to,
all text, pictures, audio, video, logos and copy contained therein;
(iii) to its knowledge, no part of the Licensed Content violates or
infringes upon the patent rights, copyrights, trade secrets, trademarks
or other intellectual property rights or other rights of a person or
entity or constitutes defamation, invasion of privacy, or the violation
of any right of publicity or other rights of any person or entity or is
otherwise subject to any claims relating thereto; and (iv) Supplier has
complied and shall continue to comply with all legislation, rules and
regulations regarding the Licensed Content.
B. Representations and Warranties of Commerce One. Commerce One represents
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and warrants that it has the full power and authority to enter into
this Agreement and to grant Supplier the rights granted herein.
C. Disclaimers of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH
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ABOVE, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE COMMERCE ONE
SOFIVARE OR THE LICENSED CONTENT, INCLUDING WARRANTIES IN CONNECTION
WITH THE PERFORMANCE OF THE LICENSED CONTENT AND THE COMMERCE ONE
SOFIVARE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
SATISFACTORY QUALITY, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF
DEALING OR USAGE OF TRADE.
D. Indemnity. In respect of third party claims, Supplier shall indemnify,
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defend and hold harmless Commerce One and Commerce One's directors,
officers, employees, agents, consultants and distributors from and
against all claims, actions, liabilities, losses, expenses, damages and
costs, including, but not limited to, reasonable attorneys' fees, that
may at any time be incurred by reason of any claim arising out of or
relating to breach or alleged breach of, or any claim that is otherwise
inconsistent with Supplier's representations or warranties contained in
this Agreement; provided that (i) Commerce One shall have promptly
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provided Supplier written notice thereof and reasonable cooperation,
information, and assistance in connection therewith, and (ii) Supplier
shall have sole control and authority with respect to the defense,
settlement, or compromise thereof.
E. Indemnity. In respect of third party claims, Commerce One shall
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indemnify, defend and hold harmless Supplier and Supplier's directors,
officers, employees, agents, consultants, distributors, licensors and
sublicensees from and against all claims, actions, liabilities, losses,
expenses, damages and costs, including, but not limited to reasonable
attorneys' fees, that may at any time be incurred by reason of any
claim arising out of or relating to breach or alleged breach of, or any
claim that is otherwise inconsistent with Commerce One's
representations or warranties contained in this
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Agreement; provided that (i) Supplier shall have promptly provided
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Commerce One written notice thereof and reasonable cooperation,
information, and assistance in connection therewith, and (ii) Commerce
One shall have sole control and authority with respect to the defense,
settlement, or compromise thereof.
12. GENERAL PROVISIONS
A. Miscellaneous. This Agreement will be interpreted and governed by the
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laws of the State of California, without reference to conflict of laws
principles. For any disputes arising out of or related to this
Agreement the parties consent to the personal jurisdiction of, and
venue in, the state or federal courts within Santa Clara, California.
The relationship of Commerce One and Supplier established by this
Agreement is that of independent contractors, and nothing contained in
this Agreement will be construed to constitute the parties as partners,
joint venturers, co-owners or otherwise as participants in a joint or
common undertaking. No amendment or modification to this Agreement, nor
any waiver of any rights, will be effective unless assented to in
writing by the party to be charged, and the waiver of any breach or
default will not constitute a waiver of any other right hereunder or
any subsequent breach or default. If any provision of this Agreement is
held to be invalid by a court of competent jurisdiction, then the
remaining provisions will nevertheless remain in full force and effect.
The parties agree to renegotiate in good faith any term held invalid
and to be bound by the mutually agreed substitute provision. This
Agreement, including the attachments hereto constitutes the entire and
exclusive Agreement between the parties, and supersedes and cancels all
previous and contemporaneous registrations, agreements, commitments and
writings, with respect to the subject matter. Any item or service
furnished by Commerce One in furtherance of this Agreement, including
but not limited to the adoption of MarketSite, and including items or
services not specifically identified herein, shall nevertheless be
covered by this Agreement unless specifically covered by some other
written agreement executed by Supplier and an authorized representative
of Commerce One.
B. Force Majeure. Neither party will be liable for any failure or delay in
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its performance under this Agreement, due to causes which are beyond
its reasonable control, including, but not limited to, an act of God,
act of civil or military authority, fire, epidemic, flood, earthquake,
riot, war, failure of equipment, failure of telecommunications lines,
lack of Internet access, sabotage, and governmental action; provided
that the delayed party: (i) gives the other party written notice of
such cause promptly; and (ii) uses its reasonable efforts to correct
such failure or delay in its performance.
C. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
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D. Assignment. Neither party may assign or delegate this Agreement or any
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of its licenses, rights or duties under this Agreement, whether by
operation of law or otherwise, without the prior written consent of the
other party, except to a person or entity into which it has merged or
which has otherwise succeeded to all or substantially all of its
business and assets to which this Agreement pertains, by merger,
reorganization or otherwise, and which has assumed in writing or by
operation of law its obligations under this Agreement.
E. Notices. All notices required or permitted under this Agreement will be
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in writing and will be deemed given when: (i) delivered personally;
(ii) sent by confirmed telex or facsimile; (iii) five (5) days after
having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iv) one (1) day after deposit with a
commercial overnight carrier specifying next day delivery, with written
verification of receipt. All communications will be sent to the
respective addresses first set forth above or to such other address as
may be designated by a party by giving written notice to the other
party pursuant to this Section. If the communication is from Supplier
to Commerce One, it shall be addressed to "Attn.: Chief Financial
Officer."
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Each party has read, understands and agrees to the terms and conditions
of this Agreement and the undersigned is duly authorized to sign this Agreement.
COMMERCE ONE, INCORPORATED ROWECOM, INC.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NAME: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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TITLE: VICE PRESIDENT SUPPLIER ADOPTION TITLE: EVP & CFO
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DATE: 4/20/99 DATE: 4/20/99
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ATTACHMENT A
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MARKETSITE CONTENT
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CUSTOMERS
1.
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2.
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3.
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4.
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5.
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6.
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SERVICES FEE
***4 Content load and update fees will defined in the Scope of Work.
ADDITIONAL TERMS AND CONDITIONS
LICENSED CONTENT DESCRIPTION
Licensed Content shall include Supplier's catalog list of magazines, newspapers,
journals, books and other printed sources of commercial, scientific and general
interest information and analysis (collectively, the "Knowledge Products") to be
included in the BuySite Catalogue, related scripts, and similar information
collected and owned by Supplier, including, without limitation, all text,
pictures, audio, video contained therein and any updates, revisions and
corrections provided by Supplier hereunder.
For more information on the content requirements, please contact the Customer
Service Center at ▇▇▇-▇▇▇-▇▇▇▇ or e-mail ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
DELIVERY OF LICENSED CONTENT
Supplier will provide Commerce One the base Licensed Content in one of the
following electronic formats: comma delimited format, fixed field format,
Microsoft Access files, Microsoft Excel files, SQL databases, or other format
agreed by the parties.
SUPPLIER TRADEMARKS
Only the following Supplier trademarks, service marks, trade names and logos
shall be licensed pursuant to Section 2 of the Agreement:
4 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
Page 10
RoweCom(R)
R/RoweCom(R) (old design)
WebSubscribe(R)
RoweCom(TM) (new design)
Knowledge for Your Business Needs(TM) (new design)
The Knowledge Store(TM)
kStore(TM)
Knowledge Library(TM)
kLibrary(TM)
▇▇▇▇.▇▇▇(TM)
Knowledge World(TM)
kWorld(TM)
Cybermediation(TM)
Acquirenet(TM)
Invoicenet(TM) (stylized)
Knowledge Acquisition Manager(TM)
Knowledge Acquisition Reporter(TM)
FREQUENCY OF CONTENT DELIVERY
One time data load only, catalog updates require MarketSite adoption.
COMPANY: RoweCom Inc.
ACCEPTED BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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ATTACHMENT B
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MarketSite Interoperability
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SET UP LIST PRICE
COMMERCE ONE
MarketSite setup, registration,
configuration/connectivity
& CBT training for Supplier ***5
SUPPLIER
Setup for Customer ***6
INTEGRATION OPTIONS (please choose one)
SupplyOrder [ ] ***7
Initial
[X]
Optional Integration Services ***8
Initial
[ ]
Commerce One provides both (1) initial assessment to define integration effort,
and (2) API documentation and tools for the supplier's integration efforts to
their systems.
UPDATES
Price and availability updates ***9
SUPPORT
COMMERCE ONE
Support provided to Supplier, ***10
10 hours-a-day, 5 days a week. ***11
Support may be elected at any time.
Supplier's initial support election:
[ ] Accept
[X] Decline
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5 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
6 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
7 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
8 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
9 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
10 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
11 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
SUPPLIER
Support provided to Customers, ***12
24 hours a day, 7 days a week
REVENUE SHARING
Quarterly in arrears, Supplier will pay Commerce One the indicated commissions
on the following revenue actually received by Supplier. Commerce One retains all
rights to the commissions from the revenue generated by visitors reaching the
Supplier through Commerce One Products. Commerce One and Supplier will use
reasonable efforts to define in the Scope of Work a transaction revenue model
that is reasonably expectable to both parties:
Customer Transactions: ***13 of Gross Margin on initial orders; ***14
of Gross Margin on renewals.
Installations: ***15 of each Customer's one-time set-up fee.
Support: ***16 of each Customer's annual maintenance fee.
"Gross Margin" means the aggregate amount retained by Supplier on a Customer's
order to Supplier under this Agreement, less any and all: ***17
12 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
13 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
14 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
15 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
16 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
17 Confidential treatment has been requested for this portion of this exhibit. A
complete copy of this exhibit, including this redacted portion, has been
filed with the Securities and Exchange Commission separately.
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