CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY ___. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SPONSORSHIP AGREEMENT
This agreement ('Agreement') is entered into as of _________, _________, _________ (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)('BBB').
RECITALS
A. AAA maintains a site on the Internet at //www.AAA.com (the 'AAA Site') and owns and/or manages related World Wide Web sites worldwide (collectively, the AAA Site and the related web sites are referred to as the 'AAA Network') which, among other things, allow its users to search for and access content and other sites on the Internet.
B. Within the AAA Site, AAA currently organizes certain content into topical channels, including a Shopping Channel.
C. BBB operates an online supermarket service at its Web site located at //www.BBB.com (the 'BBB Site').
D. BBB wishes to promote use of the BBB Site to AAA's users by sponsoring the AAA Shopping Channel and purchasing banner advertising and other promotional links on the AAA Site.
1. SPONSORSHIP
a) AAA will promote BBB in the AAA Shopping Channel as follows:
i) For the term of this Agreement, AAA will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the BBB Site on the AAA Shopping Channel main page.
ii) AAA will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the BBB Site in the home page of the AAA Shopping Channel 'Such a Deal' promotion in four separate one-week segments during each year of the term of the Agreement, once every calendar quarter.
iii) AAA will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the BBB Site in the home page of the AAA Shopping Channel 'Shop Here First' promotion in four separate one-week segments during the term of the Agreement, once every calendar quarter. AAA shall not display the link under this Section 1 (a)(iii) in the same weeks as the promotional link under Section 1 (a)(ii).
iv) For the term of the Agreement, AAA will display a text and/or graphic link (consistent with the format listed on similar links on the same page) to the BBB Site on the front page of the 'Gourmet and Groceries' department of the AAA Shopping Channel.
v) AAA will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the BBB Site in the 'Shop Here First' promotion in the Gourmet and Groceries department of the AAA Shopping Channel for the term of the Agreement. Such link will be displayed as the left-most link or top-most link at least fifty percent (50%) of the time.
vi) AAA currently plans to develop a coupon promotion area in the AAA Shopping Channel, tentatively called 'Coupon Corner'. When launched, AAA will display an advertising banner or text or graphic link (consistent with the format used on similar links on the same page) to the BBB Site will Coupon Corner for the remainder of the term of the Agreement.
b) AAA will promote BBB in the AAA Site as follows:
i) For the term of the Agreement, AAA will display a link to the BBB Site (consistent with the format used on similar links on the same page) in the default configuration of the 'Favorite Links' listing of Web sites on the home page of the Health & Fitness and the Food & Drink departments of the Lifestyle Channel, and the home page of the Lifestyle Channel in the AAA Site.
ii) For the term of the Agreement, AAA will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the BBB Site on the 'Exciting Stuff' promotion on the home page of the Lifestyle Channel and the home page of the Food & Drink department of the Lifestyle Channel in the AAA Site.
iii) AAA will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the BBB Site in the area reserved for promotional rotations on the home page of the AAA Site for one week in each year of the term of the Agreement.
iv) AAA will display BBB's advertising banners in the Lifestyle and Shopping Channels on the AAA Site.
v) AAA will display a link (consistent with the format used on similar links on the same page) to a co-branded version of the BBB Site in the 'Try, These First' area on AAA Search results pages in response to mutually determined relevant search terms. The co-branded version of the BBB Site will comply with AAA's then-current standards applicable to third party sites promoted through 'Try, These First' links.
vi) For the term of the Agreement, AAA will display a link to the BBB Site (consistent with the format used on similar links on the same page) in the default configuration of the 'services' or comparable module on the default configuration of the My AAA Channel.
c) AAA will display BBB's advertising banners on AAA Search results pages on the AAA Site in response to mutually determined keywords, including the following: BBB, Peapod, Shoppers Express, grocery, groceries, women, female, disabled, senior, military, family, baby, kids, children, pets, dogs, cats staples, supermarket, drug store, and club store. AAA will work with BBB to develop a more extensive list of keywords and, when AAA implements key phrase advertising banners, AAA will work-with BBB to develop a mutually-determined list of key phrases.
d) For the term of the Agreement, AAA will display BBB's advertising banners in general rotation on the AAA Site, on the Mail AAA free email service and on AAA's Internet chat service.
e) AAA will use reasonable commercial efforts to deliver ___'Impressions' of the promotional placements and advertising banners described in Sections 1 (a) - (d) in the first year of the term of the Agreement and to deliver ___ 'Impressions' of the promotional placements and advertising banners described in Sections 1 (a) - (d) in the second year of the term of the Agreement. For the purposes of this Agreement, an 'Impression' is defined as any link to the BBB Site, whether graphic, text or any combination of graphic and text, served by AAA to a user as part of an HTML page, part of the AAA's Internet chat service or part of search results displayed in 'AAA Shopping Service powered by Jango'.
f) AAA guarantees that it will deliver ___ 'Click-through' on the promotional placements and advertising banners described in Section 1 (a) - (d) in the first year of the term of the Agreement by delivering ___ of the annual guaranteed 'Click-through' in the first quarter of the first year of the term of the Agreement, a cumulative total of ___ of the annual guaranteed 'Click-through' in the second quarter of the first year of the term of the Agreement, a cumulative total of ___ of the annual guaranteed 'Click-through' in the third quarter of the first year of the term of the Agreement and a cumulative total of 100% of the annual guaranteed 'Click-through' in the fourth quarter of the first year of the term of the Agreement. AAA guarantees that it will deliver _________ _________ 'Click-through' on the promotional placements and advertising banners described in Section 1(a) - (d) in the second year of the term of the Agreement by delivering ___ of the annual guaranteed 'Click-through' in the first quarter of the second year of the term of the Agreement, a cumulative total of ___ of the annual guaranteed 'Click-through' in the second quarter of the second year of the term of the Agreement, a cumulative total of ___ of the annual guaranteed 'click-through' in the third quarter of the second year of the term of the Agreement and a cumulative total of 100% of the annual guaranteed 'Click-through' in the fourth quarter of the second year of the term of the Agreement. For the purposes of this Agreement, a 'Click-through' occurs when a user activates the link to the BBB Site (the address or addresses of which are provided by BBB for such Impression) contained in an Impression and (i) the activation of the link to the BBB Site is recorded by AAA's servers or (ii) in the case of 'Try These First' links only, until AAA has the technical capability to count the activation of 'Try These First' links to the BBB Site, the user is referred to the BBB Site through the activation of a 'Try These First' link and the referral is recorded by BBB's servers. Until AAA has the technical capability to count the activation of 'Try These First' links to the BBB Site, BBB will report to AAA the number of 'Try These First' referrals it records within twenty (20) days following the end of each calendar month.
g) If AAA misses any quarterly guaranteed Click-through amount, AAA will make good the difference within ___ days following the end of such quarter. If AAA does not make good the difference within ___ days, BBB may suspend (but not eliminate) its payments of the sponsorship and advertising fees described in Section 5(b) and 5(c) until the make-good is delivered, at which time BBB will resume its payments of the sponsorship and advertising fees.
h) AAA will use commercially reasonable efforts to maintain the AAA Network and display the promotional placements and advertising banners described in Section 1 (a) - (d) during the term of the Agreement and to display the promotional placements and advertising banners on the AAA Site in the following proportions: ___ in the Shopping Channel, ___ in the other targeted Channels and keyword banners and ___ in general rotation.
i) The content and design of the advertising banners described in Section 1(a) - (d) will be created by BBB subject to AAA's then-current standards applicable to advertising banners.
j) AAA will provide account management support for BBB's sponsorship of the AAA Site. AAA and BBB will hold monthly review of the performance of the promotional placements and advertising banners described in Section 1 (a) - (d) and the sponsorship objectives.
2. LAUNCH DATE
a) The 'Launch Date' is the date of the first display of the promotional placements and advertising banners described in Sections 1 (a) - (d). The parties intend that the Launch Date will be _________(M,D,Y).
b) BBB and AAA will use reasonable efforts to achieve the scheduled Launch Date provided that, no later than fourteen (14) days prior to the scheduled Launch Date, BBB provides final versions of all graphics, text, keywords, banner advertising, promotional placements, other promotional media and valid URL links necessary to implement the promotional placements and advertising banners described in Section 1 (a) - (d (collectively, 'Impression Material') to AAA.
c) In the event that BBB fails to provide the Impression Material to AAA fourteen (14) days in advance of the scheduled Launch Date, AAA may (i) reschedule the Launch Date according to the availability of AAA's engineering resources after delivery of the complete Impression Material or (ii) commence delivery of Impressions based on Impression Material in AAA's possession at the time.
d) BBB may revise, update and/or replace the Impression Material at any time in its sole discretion. Within three (3) business days of AAA's receipt of any revised advertising banners, AAA shall replace the former advertising banners with the updated advertising banners. Text and/or graphics in the 'Exciting Stuff' and 'Such A Deal' promotions may be replaced with new text and/or graphics twice per month. All other text links may be replaced with new text links once per month.
3. EXCLUSIVITY
a) For the term of the Agreement, AAA will not enter into any agreement to display and shall not display on the AAA Site content created by AAA promoting BBB's 'Competitors', content created by BBB's Competitors, promotional placements and/or advertising banners from BBB's Competitors or make available on the AAA Site online supermarket sales offered by BBB's Competitors.
b) For the purposes of this Agreement, 'Competitors' means online supermarkets, which offer selections of consumer packaged goods and groceries comparable to BBB or off-Web supermarkets, as listed in Exhibit A. The parties may amend Exhibit A from time to time and AAA will not unreasonably withhold its consent to the inclusion of bona fide Competitors submitted by BBB.
c) In the event of a dispute between the parties regarding the inclusion or exclusion of an online supermarket from Exhibit A or the display on the AAA Site of advertising or promotional material from an online supermarket, the parties will follow the dispute resolution process described in Section 13(c) without the prerequisite of submitting the dispute to mediation. In the event that it is determined that AAA violated the Agreement by excluding a bona fide BBB Competitor from Exhibit A or displayed on the AAA Site advertising or promotional material from a bona fide BBB Competitor, AAA will be obligated to (i) immediately add the online supermarket to Exhibit A, (ii) immediately remove from the AAA Site any advertising or promotional material from the online supermarket and (iii) provide BBB with advertising and promotional value, without additional cost, equal to the advertising and promotional value provided to the online supermarket prior to the removal of its advertising and promotional material from the AAA Site.
d) Notwithstanding the foregoing, AAA may display AAA Search results links to BBB's Competitors in AAA Search results pages in response to user queries, may display links to BBB's Competitors in AAA's general directory of Web sites and, after giving BBB reasonable advance notice, in search results displayed in 'AAA Shopping Service powered by Jango'. For the term of this Agreement. AAA will display links to the BBB Site as search results displayed in 'AAA Shopping Service powered by Jango' for the categories for which BBB carries products until requested not to do so by BBB.
4. CUSTOMER INFORMATION BBB retains all right, title and interest to information regarding customers who access the BBB Site pursuant to the Agreement.
5. SPONSORSHIP, ADVERTISING AND CLICK-THROUGH FEES
a) A one-time sponsorship initiation fee of ___ is due and will be paid to AAA upon execution of the Agreement as compensation for costs of initiating access to the AAA Network, set-up costs and other expenses associated with AAA's initiation of the links, placements, advertisements and promotions contemplated by this Agreement.
b) Separate and apart from the one-time sponsorship initiation fee BBB shall pay to AAA sponsorship and advertising fees for the first year of the term of the Agreement in the total amount of ___ payable in nine equal monthly installments of ___, commencing on _________(M,D,Y). BBB will pay the remainder of the monthly installments on or prior to the fifteenth day of each of the next eight (8) calendar months.
c) Separate and apart from the one-time sponsorship initiation fee, BBB shall pay to AAA sponsorship and advertising fees for the second year of the term of the Agreement in the total amount of ___ payable in equal monthly installments of ___, commencing on _________(M,D,Y). BBB will pay the remainder of the monthly installments on or prior to the fifteenth day of each of the next eleven (11) calendar months.
d) Separate and apart from the one-time sponsorship initiation fee and sponsorship and advertising fees, BBB will pay AAA___ for each Click-through on the promotional placements and advertising banners described in Section 1(a) - (d) occurring during that year in excess of ___ during the first year of the term of the Agreement. BBB will make these Click-through payments (if any) to AAA within thirty (30) days of AAA's monthly report and invoice reflecting Click)
e) Separate and apart from the one-time sponsorship initiation fee and sponsorship and advertising fees, BBB will pay AAA ___ for each Click-through on the promotional placements and advertising banners described in Section 1(a) - (d) in excess of ___ occurring in the second year of the term of the Agreement. BBB will make these Click-through payments (if any) to AAA with within thirty (30) days of AAA's monthly report and invoice reflecting Click during the second year of the term of the Agreement in excess of ___
f) In its sole discretion, during the first year of the term of the Agreement BBB may elect to terminate the display of its banner advertising on the AAA Network for the remainder of the first year of the term of the Agreement once the number of Click on the promotional placements and advertising banners described in Section 1 (a) - (d) exceeds ___ in the first year of the term of the Agreement. This election will not relieve BBB of its obligation to make Click-through payments on non--banner Impressions.
g) In its sole discretion, during the second year of the term of the Agreement, BBB may elect to terminate the display of its banner advertising on the AAA Network once the number of Click on the promotional placements and advertising banners described in Section 1 (a) - (d) exceeds ___ in the second year of the term of the Agreement. This election will not relieve BBB of its obligation to make Click-through payments on non-banner Impressions.
h) The one-time sponsorship initiation fee, sponsorship and advertising fees and Click-through payments are net of any agency commissions to be paid by BBB.
i) During the term of the Agreement, on a weekly basis, AAA will provide BBB with a detailed report showing the number of Impressions of the advertising banners described in Section 1 (a) - (d) and the number of Click on the advertising banners described in Section 1 (a) - (d).
j) During the term of the Agreement, within twenty (20) days following the end of each calendar month, AAA will send BBB a detailed report showing the number of Impressions of the different promotional placements and text links described in Section 1 (a) - (d) and the number of Click on the promotional placements described in Section 1 (a) - (d).
k) AAA will maintain accurate records with respect to calculation of all payments due under this Agreement. BBB may, upon no less than thirty (30) days prior written notice to AAA case an independent Certified Public Accountant to inspect the records of AAA reasonably related to the calculation of such payments during AAA's normal business hours. The fees charged by such Certified Public Accountant will be paid by BBB unless the audit finds a discrepancy of more than five percent (5%) with respect to the item being audited, in which case AAA shall be responsible for the payment of the reasonable fees for such inspection.
6. PUBLICITY Neither party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written approval of the other party, except as may be required to the extent advised by counsel for a party that such disclosure is necessary or appropriate to comply with applicable law. Notwithstanding the foregoing, the parties agree to issue an initial press release regarding the relationship between AAA and BBB, the timing and wording of which will be mutually agreed upon,.
7. OTHER BUSINESS OPPORTUNITIES
a) AAA currently plans to develop a consumer packaged goods ('CPG') program that would combine the broad reach of the AAA Network with the depth of CPG merchants' industry contacts and sales staffs. Under this program, AAA and each CPG merchant would develop co-branded Web pages on the AAA Network that would promote the merchant's goods or provide content of interest to AAA's users. AAA would run dual promotional efforts, one that sends consumers to each CPG merchant's co-branded area and a second that sends consumers to the portion of the AAA Network that promotes the entire CPG program. AAA and BBB agree to negotiate in good faith to establish the terms and conditions for BBB's participation in AAA's CPG program when and if launched.
b) AAA currently plans to make available sponsorship opportunities on its WebCrawler Site generally similar to the opportunity described by this Agreement, with the significant exception that merchants will not be granted category exclusivity or rights to exclude competitors on the WebCrawler Site. AAA and BBB agree to negotiate in good faith to establish the terms and conditions for BBB's participation in available sponsorship opportunities on the WebCrawler Site when and if launched.
8. TERM AND TERMINATION
a) The term of this Agreement will begin on _________(M,D,Y) and will end the later of (i) _________(M,D,Y) or (ii) AAA's delivery of all of the guaranteed Click described in Section 1(f).
b) Either party may terminate this Agreement, in the event that the other party materially breaches its obligations or guarantees hereunder and such breach remains uncured for sixty (60) days following written notice to the breaching party of the breach.
c) All payments that would be due pursuant to Sections 5(b) - (d) up to the date of any termination or expiration of this Agreement will be payable in full within thirty (30) days following such termination or expiration.
d) The provisions of Section 4 (Customer Information), Section 9(a) and 9(b), Section 10 (Confidentiality), Section 11 (Warranty and Indemnity), Section 12 (Limitation of Liability) and Section 13 (Dispute Resolution) will survive any termination or expiration of this Agreement.
9. TRADEMARK OWNERSHIP AND LICENSE
a) BBB retains all right, title and interest in and to the BBB Site, its trademarks, service marks and trade names worldwide, subject to the limited license granted to AAA hereunder.
b) AAA will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to BBB hereunder.
c) Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.
d) Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other and AAA will cease the display of any banner advertising and/or links to the BBB Site except as the parties may agree in writing.
10. CONFIDENTIALITY
a) For the purposes of this Agreement, 'Confidential Information' means information received from the disclosing party or any of its affiliates or representatives about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all business, financial, technical trade secret and other information of a party marked or designated by such party as 'confidential or 'proprietary.
b) Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently.
c) Each party agrees (i) that it will not disclose to any third patty or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
d) Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a 'need-to-know' basis under an obligation of confidentiality to its employees, legal counsel, accountants, banks and other financing sources and their advisors.
e) The terms and conditions of this Agreement will be deemed to be the Confidential Information of each party and will not be disclosed without the written consent of the other party.
11. WARRANTY AND INDEMNITY
a) BBB will indemnify, defend and hold harmless AAA, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees) arising from:
i) The breach of any warranty, representation or covenant in this Agreement; or
ii) Any claim that the advertising banners created by BBB infringe or violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contain any defamatory content; or
iii) Any claim arising from content displayed on the BBB Site; provided that AAA will promptly notify BBB of any and all such claims and will reasonably cooperate with BBB with the defense and/or settlement thereof; and provided further that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts AAA in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require AAA's written consent (not to be unreasonably withheld or delayed) and AAA may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
b) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.
12. LIMITATION OF LIABILITY EXCEPT UNDER SECTION 11(a), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF AAA FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE TOTAL AMOUNTS PREVIOUSLY PAID OR TO BE PAID BY BBB TO AAA HEREUNDER
13. DISPUTE RESOLUTION
a) The parties agree that any breach of either of the parties' obligations regarding trademarks, service marks or trade names and/or confidentiality would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names or confidentiality, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
b) In the event of disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks, service marks or trade names and/or confidentiality, the parties will first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties will refer the dispute(s) to a mutually acceptable mediator for hearing.
c) In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks, service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation and mediation, the parties will refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes.
14. GENERAL
a) Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) the assignment and/or delegation of such party's rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which that party holds an interest. Any attempt to assign this Agreement other than as permitted above will be null and void.
b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of _________ (Address), notwithstanding the actual state or country of residence or incorporation of BBB.
c) Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed email or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email or five (5) days after deposit in the mail. Notices will be sent to a party at its address set forth below or such other address as that party may specify in writing pursuant to this Section.
d) No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.
e) Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions. Notwithstanding the foregoing, either party may terminate the Agreement in the event that a delay due to force majeure continues for a period of sixty (60) uninterrupted days. f) Severability. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
g) Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
BBB AAA, Inc.
By: _________ By: ____________
Name: _______ Name: __________
Title: ______ Title: _________
Date: _____,_____,______(M/D/Y)
Date: ______,_____,_____(M/D/Y)
______(Address) ______(Address)
