Online Services Agreement - iVillage Inc. and Charles Schwab & Co. Inc.


* Confidential treatment has been requested for certain portions of this
  exhibit. Omitted portions have been filed separately with the Commission.

                                                              12/19/97 iVillage

                          ONLINE SERVICES AGREEMENT

This ONLINE SERVICES AGREEMENT, is made as of December 19, 1997, (the
"Effective Date"), with a launch date of February 1, 1998, or another date as
mutually agreed upon in good faith by the parties ("Launch Date") by and
between iVillage, Inc., a Delaware corporation having its principal offices at
170 Fifth Avenue, New York, New York 10010 ("iVillage"), and CHARLES SCHWAB & CO., INC., a California corporation having its principal offices at 101
Montgomery Street, San Francisco, California 94104 ("Schwab").

         WHEREAS, iVillage owns and operates a Web site on the Internet under
the name "Armchair Millionaire" or as such other name as iVillage may determine
(uniform resource locator http://www.armchairmillionaire.com) (the "Armchair
Site"), which is a financial community directed to the long-term investor, or
those seeking basic information on investing, and which is comprised of a
variety of areas dedicated to providing investment-related information.

         WHEREAS, Schwab is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and desires to promote
its securities brokerage business by having certain promotions,
advertisements, and hyperlinks placed on the Armchair Site, and by sponsoring
the Brokerage and Mutual Fund areas on the Armchair Site during the term of
the Agreement.

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants and premises hereinafter provided, iVillage and Schwab agree as
follows:

1.      Publication of Promotions and Advertisements and Establishment of
        Sponsored Areas and Hyperlinks.

         (a) During the term of the Agreement, Schwab shall be the exclusive
sponsor of the Brokerage and Mutual Fund areas on the Armchair Site
("Sponsorship Activities"). The Sponsorship Activities are more fully
described in Paragraphs l(a) and l(b) of Exhibit A to this Agreement.

         (b) iVillage will publish promotions and advertisements detailed in
Exhibit A and establish one or more hyperlinks (the "Schwab Hyperlinks")
described in Exhibit A, pointing to Schwab's Web site or pages thereon
described on Exhibit A ("Schwab Site") where Schwab offers various products
and services relating to its securities brokerage and financial services
business.

         (c) Subject to Section 3, iVillage may also disseminate or post on
any of its Web sites or otherwise, promotional, sales, marketing, advertising,
or other material or information (including, but not limited to, news
releases, press releases, advertising

                                      1








scripts, direct mail and E-mail correspondence, and display and online
advertising) referring to Schwab, its affiliates, or their respective products
or services (collectively, "Informational Material"). Informational Material
does not include editorial content prepared by, or at the direction of,
iVillage.

         (d) iVillage will publish the Schwab Content described in Exhibit A
within the Armchair Site as mutually agreed upon in good faith by the
parties.

         (e) Other than by engaging in the activities described in Sections 1
(a) and (b) above, iVillage and its employees will not (1) describe the Schwab
Services, excluding editorial content prepared by, or at the direction of,
iVillage (other than disseminating or posting Informational Material approved
in each case by Schwab pursuant to Section 3 below); (2) recommend or endorse
specific securities (other than by disseminating publications or information
prepared by third parties that are responsible for such content); or, directly
or indirectly, recommend or endorse specific broker-dealers (including, but
not limited, to ranking or rating brokerage companies or providing hyperlinks
to brokerage or mutual fund companies (excluding permitted advertisements),
unless approved by in advance by Schwab).

         (f) iVillage and its employees will not become involved in the
 financial services offered by Schwab, including (A) opening, maintaining,
 administering, or closing customer brokerage accounts with Schwab; (B)
 soliciting, processing, or facilitating securities transactions relating to
 customer brokerage accounts with Schwab; (C) extending credit to any customer
 for the purpose of purchasing securities through, or carrying securities
 with, Schwab; (D) answering customer inquiries or engaging in negotiations
 involving brokerage accounts or securities transactions; (E) accepting
 customer securities orders, selecting among broker-dealers or routing orders
 to markets for execution; (F) handling funds or securities of Schwab
 customers, or effecting clearance or settlement of customer securities
 trades; or (G) resolving or attempting to resolve any problems,
 discrepancies, or disputes involving Schwab customer accounts or related
 transactions.

2.       Trademarks.

         (a) iVillage grants Schwab a revocable, royalty-free,
non-transferable, non-exclusive right to display the trade or service name and
mark "iVillage or Armchair Millionaire" and related logos (collectively, the
"iVillage Marks") solely for the purposes of identifying and promoting iVillage
Web sites through which certain Schwab services may be made available;
provided, however, that (1) Schwab will not modify the iVillage Marks or use
them for any purpose other than as set forth above; (2) Schwab will not engage
in any action that adversely affects the good name, good will, image or
reputation of iVillage or its Web sites or associated with the iVillage Marks;
(3) Schwab will at all times use the appropriate trade or service mark notice
((TM), (SM) or (R), whichever is applicable) or such other notice as iVillage
may from time to time specify on any item or material bearing the iVillage 
Marks; and (4) iVillage will have the right to review and

                                      2







approve in advance all materials to be disseminated electronically or
otherwise by Schwab, referring to iVillage, its affiliates, or their
respective products or services or containing the iVillage Marks, which
approval may be withheld by iVillage in its reasonable business discretion.
Except as otherwise provided by this Agreement, Schwab makes no representation
or warranty as to the extent or degree, if any, to which it will market,
advertise or promote the availability of certain of its services through
iVillage's Web sites.

         (b) Notwithstanding the foregoing, iVillage does not have the right
to review and approve Schwab marketing materials or message content other than
the use of the iVillage Marks within such materials or messages.
                              
         (c) Schwab grants iVillage a revocable, royalty-free,
non-transferable, non-exclusive right to display the trade or service names and
marks "Schwab" and "Charles Schwab & Co., Inc." and related logos
(collectively, the "Schwab Marks") solely for the purposes of creating and
maintaining the Sponsorship Activities, the Schwab Hyperlinks and for
identifying and promoting those Schwab Services that may be made available
through iVillage Web sites; provided, however, that (1) iVillage will not
modify the Schwab Marks or use them for any purpose other than as set forth
above; (2) iVillage will not engage in any action that adversely affects the
good name, good will, image or reputation of Schwab or associated with the
Schwab Marks; (3) iVillage will at all times use the appropriate trade or
service mark notice ((TM), (SM) or (R), whichever is applicable) or such other
notice as Schwab may from time to time specify on any item or material bearing
the Schwab Marks; and (4) Schwab will have the right to review and approve in
advance all materials to be disseminated electronically or otherwise by
iVillage, referring to Schwab, its affiliates, or their respective products or
services or containing the Schwab Marks, which approval may be withheld by
Schwab in its reasonable business discretion. Any approval given by Schwab under
this Section 2(b) does not constitute an approval for purposes of Section 3
below.

         (d) Notwithstanding the foregoing, Schwab does not have the right to
review and approve iVillage marketing materials or message content other than
the use of the Schwab Marks within such materials or messages.

3.       Schwab Approval of Informational Material.  iVillage acknowledges 
that,  as a registered broker-dealer and member of various securities
self-regulatory organizations, Schwab is subject to extensive regulation in
connection with its communications with the public. Accordingly, iVillage agrees
that, in addition to rights to approval in Sections 2(b) and 8 hereof, Schwab
will have the right to review and approve in advance, all Informational
Material. Without limiting the generality of the foregoing, this right includes
the right to review and mutually agree upon (a) any change in the placement of
Schwab's name or the Schwab Hyperlinks, (b) any Schwab sponsored content, and
(c) the placement of Schwab's name on any iVillage Web site screens or pages.

                                      3







4.       Representations and Warranties. Schwab and iVillage each represent and
warrant with respect to itself as follows: (a) such party is duly organized,
validly existing, and in good standing under the laws of the state in which it
is incorporated, and has the power and authority to carry on its business as
now being conducted; (b) this Agreement has been duly executed and delivered
on behalf of such party and is a legal, valid, and binding obligation of such
party enforceable against it in accordance with the terms of this Agreement,
except (1) as the same may be limited by bankruptcy, insolvency,
reorganization, or other laws or equitable principles relating to or affecting
the enforcement of creditors' rights, and (2) that the availability of
equitable remedies including specific performance is subject to general
equitable principles applied at the discretion of a court; and (c) such party
owns full right, title and interest in or otherwise has the right to grant to
the other party the rights granted in Section 2 above, and the trade or
service names and marks subject to such grant do not, to such party's
knowledge, infringe any rights of a third party. iVillage represents, warrants
and agrees that (a) the content in the Armchair Site is and will remain lawful
and non defamatory and does and will not infringe any intellectual property or
personal right held by any person; and (b) the products and services offered
by iVillage to users are offered, sold or otherwise provided in compliance
with applicable laws in all material respects, (c) that its' entering into
this Agreement does not violate an agreement with or require the approval of
any third party. Schwab represents, warrants and agrees that (a) the content
it provides for posting in the Armchair Site is and will remain lawful and non
defamatory and does and will not infringe any intellectual property or
personal right held by any person; and (b) the products and services offered
by Schwab to users are offered, sold or otherwise provided in compliance with
applicable laws in all material respects.

5.       Compensation. Subject to the terms and conditions of this Agreement, 
Schwab will pay iVillage the following compensation, in equal bi-annual
installments, during the term of this Agreement:

         (a) During the first year following the Launch Date [*], which is 
comprised of a [*] set-up fee and a [*] sponsorship fee the first bi-annual
installment to be due and payable upon execution of this Agreement, and [*] of
which is nonrefundable under Sections 5(d) and (e) below;

         (b) During the second year following the Launch Date, [*], which is 
comprised of a [*] exclusivity fee, which is due and payable on the first
anniversary of the Launch Date, and a [*] sponsorship fee, [*] of which is
nonrefundable under Sections 5(d) and (e) below;

         (c) During the third year following the Launch Date, [*], which is 
comprised of a [*]

                                      4








exclusivity fee, which is due and payable on the second anniversary of the
Launch Date, and a [*] sponsorship fee, [*] of which is nonrefundable under
Sections 5(d) and (e) below;

         (d) If Schwab's Performance Objectives, as defined in Exhibit A, are
not met during the first or second year following the Launch Date, and Schwab
does not terminate the Agreement, Schwab will be entitled to a fee reduction
in the next year of the Agreement as set forth in Exhibit A.

         (e)  If Schwab's Performance Objectives are not met during either
              the first or second year following the Launch Date and Schwab
              terminates the Agreement, or if Schwab's Performance Objectives
              are not met during the third year following the Launch Date and
              the Agreement expires, iVillage shall pay to Schwab a cash
              amount equal to the dollar amount of the fee reduction that
              Schwab would have received in the next year if Schwab did not
              terminate the Agreement or the Agreement did not expire. For a
              payment that is owed at the end of the first or second year,
              such cash payment shall be calculated on the ninetieth (90th)
              day following the effective date of termination ("Calculation
              Date") and shall be reduced by any additional Performance
              Objectives that are achieved between the date that Schwab gives
              notice of termination and the Calculation Date. For a cash
              payment that is owed at the end of the third year of the
              Agreement, such cash payment shall be calculated on the one
              hundred and eightieth (180th) day following the expiration of
              the Agreement ("third-year Calculation Date") and shall be
              reduced by any additional Performance Objectives that are
              achieved up until that date.

         (f) Schwab and iVillage will discuss in good faith opportunities for
Schwab to benefit from [*] of gross advertising revenue collected in areas
containing content co-developed by the parties.

6.       Term of Apreement; Termination.

         (a) This Agreement will be effective beginning on the date hereof and
will expire on the three-year anniversary of the Effective Date of this
Agreement unless terminated sooner pursuant to this Section 6.

         (B) Schwab may terminate the agreement, upon thirty (30) days notice
to iVillage, six months after the Launch Date if Schwab's Performance
Objectives for that time period are not met.

         (c) Without cause and without breach or penalty, Schwab may terminate
the Agreement by giving notice to iVillage at least ninety (90) days prior to
each one-year



                                      5








anniversary of the Effective Date of the Agreement. In addition, Schwab may
terminate the Agreement based upon not meeting its Performance Objectives in
the immediately preceding year, by giving notice to iVillage at least sixty
(60) days prior to each one-year anniversary of the Launch Date. If Schwab
terminates based upon not meeting its Performance Objectives, iVillage shall
provide cash compensation, to Schwab, if any, as indicated in Section 5(e) of
this Agreement.

         (d) Notwithstanding any other provision of this Agreement to the
contrary, (1) either party will have the right to terminate this Agreement if
the other party breaches any representation, warranty, covenant or obligation
in this Agreement and fails to cure such breach within thirty (30) days after
written notice thereof from the non-breaching party; and (2) either party may
terminate this Agreement immediately, on written notice to the other party, if
(a) such other party becomes subject to a statutory disqualification under
applicable provisions of the Exchange Act or becomes subject to any proceeding
that might result in it being so disqualified; (b) such other party or any of
its affiliates registers as or acquires a broker-dealer; or (c) such other
party (i) applies for or consents to the appointment of, or the taking of
possession of its property by, a receiver, custodian, trustee or liquidator;
(ii) admits in writing its inability to pay its debts as they become due;
(iii) makes a general assignment for the benefit of creditors; (iv) is
adjudicated as bankrupt or insolvent; (v) files a voluntary petition in
bankruptcy or a petition or answer seeking reorganization, an arrangement with
creditors or to take advantage of any insolvency law or an answer admitting
the material allegations of a petition filed against it in any bankruptcy,
reorganization, arrangement or insolvency proceeding; or (vi) initiates an
action of dissolution or liquidation.

7.       Indemnification.

         (a) iVillage (referred to in this Section 7(a) as the "indemnifying
party") agrees to indemnify, hold harmless, reimburse and defend Schwab, and
Schwab's directors and officers (referred to in this Section 7(a) as the
"indemnified party"), from and against any claim, suit, action, or other
proceeding brought against the indemnified party arising out of or in
connection with (i) the indemnifying party's breach of any representation,
warranty, covenant or obligation in this Agreement; (ii) any grossly negligent
or wrongful act or omission of the indemnifying party with respect to the
subject matter of this Agreement; or (iii) a claim that any material, product,
information or data or service produced, distributed, offered or provided by
the indemnifying party (including, without limitation, any material presented
on any site on the Internet, produced, maintained or published by the
indemnifying party, but excluding hyperlinks to sites on the Internet
produced, maintained or published by a third party) infringes in any manner,
any copyright, patent, trademark, trade secret or any intellectual property
right of any third party. The indemnifying party will pay any and all costs,
damages, and expenses, including, but not limited to, reasonable attorneys'
fees and costs awarded against or otherwise incurred by the indemnified party
in connection with or arising from any such claim, suit, action or other
proceeding;

                                      6








         (b) Schwab (referred to in this Section 7(b) as the "indemnifying
party") agrees to indemnify, hold harmless, reimburse and defend iVillage it
officers and directors (referred to in this Section 7(b) as the "indemnified
party"), from and against any claim, suit, action, or other proceeding brought
against the indemnified party arising out of or in connection with (i) the
indemnifying party's breach of any representation, warranty, covenant or
obligation in this Agreement; or (ii) a claim that any content, material,
product, information or data provided by the indemnifying party that is posted
on the Armchair Site (including any material presented on any site on the
Internet, produced, maintained or published by the indemnifying party, but
excluding hyperlinks to sites on the Internet produced, maintained or
published by a third party) infringes in any manner, any copyright, patent,
trademark, trade secret or any intellectual property right of any third party.
The indemnifying party will pay any and all costs, damages, and expenses,
including, but not limited to, reasonable attorneys' fees and costs awarded
against or otherwise incurred by the indemnified party in connection with or
arising from any such claim, suit, action or other proceeding;

         (c) Whenever any claim for indemnification arises under this Section
7, the indemnified party will promptly notify indemnifying party of the
claim and, when known, the facts constituting the basis for such claim and the
amount or an estimate of the amount of the liability arising therefrom. At its
option, the indemnified party may defend itself against any claim brought
against it that is subject to indemnification under this Section 7, in which
case indemnifying party will pay all reasonable attorneys' fees and costs thus
far incurred but will no longer be obligated to defend the indemnified party
against such claim (but will still be obligated to indemnify, hold harmless,
and reimburse the indemnified party with respect to such claim as provided in
Paragraph (a) and (b) above). The indemnifying party will not be obligated to
indemnify the indemnified party with respect to any claim settled or
compromised by the indemnified party and with respect to which the indemnified
party has exercised the foregoing option to defend itself unless the
indemnifying party has consented to the settlement or compromise of such claim
in writing, which consent will not be unreasonably withheld or delayed. In
each case in which the indemnified party does not exercise the foregoing
option, the indemnified party may require the indemnifying party to defend the
former against the claim(s) and to bear all costs and fees incurred in doing
so. In such event, the indemnified party may participate in defense of the
claim(s) by retaining its own counsel, whose fees and costs it then will pay,
and whether or not the indemnified party elects to participate in the defense,
the indemnifying party may not settle or compromise such claim(s) in a manner
which adversely affects the indemnified party without the latter's written
consent beforehand, which consent will not be unreasonably withheld or
delayed.

8.       Non-Solicitation of Schwab Customers; Confidentialily and Publicity.

         (a) iVillage will not (1) target or solicit individual, identifiable
customers of Schwab or any group of such customers by direct mail, fax,
E-mail, online advertising, cookie or identification-based automatic routing
to non-Schwab Web sites, or by similar means on behalf of any person or entity
that may reasonably be deemed to be engaged in

                                       7








providing securities brokerage or financial information or services in
competition with Schwab (a "Schwab Competitor"); (2) sell, license, disclose,
distribute or transfer to any third party a list consisting of individuals
known to iVillage to be Schwab customers, or any aggregate financial or
demographic information about individuals known to iVillage to be Schwab
customers, that identifies the individuals as customers of Schwab, whether
expressly or by direct implication. Schwab acknowledges and agrees that
iVillage may solicit and advertise to visitors to its Web sites so long as
iVillage does not solicit or advertise to visitors selected based in whole or
in part on such visitors being customers of Schwab on behalf of any Schwab
Competitor.

         (b) Neither party (as such, the "Receiving Party") shall disclose to
any third party (other than its accountants, attorneys or other agents who
have a need to know such information), or use other than as specified in this
Agreement, any confidential information disclosed by the other party (as such,
the "Disclosing Party"), including but not limited to any information relating
to the Disclosing Party's customers (including their identities or any
aggregate financial, demographic or other information about them).

         (c) Neither party will, without the prior written consent of the
other party, (1) disclose to any third party (other than such party's
accountants, attorneys, or other agents who have a need to know such
information) the terms and conditions of this Agreement; or (2) make any
public announcement regarding the existence of this Agreement.

         (d) The  parties  agree that a breach of this  Section 8 would 
cause irreparable injury not compensable solely in money damages.

9.       Limitations on Liability. The liability of either party for damages or
alleged damages hereunder, whether in contract, tort or any other legal theory
is limited to, and will not exceed the amounts to be paid by Schwab to
iVillage hereunder; provided, however, that these limitations of liability
will not apply to claims related to either party's indemnity obligations under
Section 7 or for breaches or alleged breaches of Section 8 of this Agreement.

10.      Service and Support. iVillage will regularly monitor and take 
reasonable steps to maintain the operation and performance of the Armchair Site.
iVillage will use its reasonable efforts to support increasing numbers of users
on the Armchair Site including operating sufficient numbers of servers for
reasonably anticipated levels of user traffic. iVillage will make contact
persons directly available to Schwab for technical inquiries via E-mail or
telephone. In addition:

         a) iVillage will make contact persons directly available to Schwab
for technical inquiries via phone and/or email, as noted in the Customer
Service Exhibit B, which is attached hereto;


                                      8







         b) Any customer inquiries involving brokerage accounts or securities
transactions will not be transferred or forwarded from iVillage directly to
Schwab. iVillage will refer the customer to contact Schwab;

         c) For customer email messages, iVillage shall reply to the customer
email within 24 hours, instructing the customer to send an email to Schwab or
telephone Schwab as noted in the Customer Service Exhibit;

         d) For customer telephone calls, iVillage shall refer the customer to
telephone Schwab at the phone numbers noted in the Customer Service Exhibit;

         e) Schwab will make contact persons directly available to iVillage for
customer support inquiries via phone, as noted in the Customer Service
Exhibit. iVillage shall not transfer any customers to Schwab on this telephone
number; it is solely for iVillage staff support;

         f) Customer Service hours of operation will be as indicated in the
Customer Service Exhibit;

         g) Upon request, iVillage shall make available to Schwab Training,
Training Documentation, or Technical Documentation such as Error Messages, for
Customer Support; and

         h) iVillage shall provide reasonable advance notice to Schwab of any
browser compatibility changes.

11.      Miscellaneous.

         (a) This Agreement will be governed by and construed in accordance
with the substantive laws of the United States and the internal laws of State
of California. The headings of the sections are for convenience of reference
only and will not affect the meaning or operation of this Agreement. The terms
and conditions of this Agreement are subject to all applicable laws and
regulations which are currently in effect or which may become effective during
the term of this Agreement. If any provision of this Agreement is considered
void, voidable, illegal, or invalid for any reason, such provision will be of
no force and effect only to the extent that it is so declared void, voidable,
illegal, or invalid. All of the provisions of this Agreement not specifically
found to be so deficient will remain in full force and effect. The parties
hereto, their successors and permitted assigns consent to the jurisdiction of
the courts of the State of California in respect to any legal proceeding that
may result from a dispute as to the interpretation or breach of this
Agreement. Schwab and iVillage are each independent contractors, and this
Agreement will not be construed as creating a joint venture, partnership,
franchise, employment or agency relationship between iVillage and Schwab. Each
party acknowledges that the arrangements contemplated in this Agreement are
non-exclusive, except with respect to the subject matter of this Agreement,
and that each party may enter into arrangements

                                      9








with third parties that are similar or identical to those contemplated in this
Agreement that are not in direct conflict this Agreement.

         (b) The  provisions of Sections 1(f), 3, 4, 7, 8 and 11 of this 
Agreement will survive the termination or expiration of this Agreement.

         (c) This Agreement (together with exhibits) constitutes the entire
agreement between the parties with respect to the subject matter hereof, and
supersedes and replaces all prior or contemporaneous understandings,
negotiations, or agreements, written or oral, regarding such subject matter.
Any amendment or other modification of this Agreement will be effective only
if in writing and signed by both parties. No term or provision of this
Agreement may be waived except by a written instrument duly executed by the
party against whom such or waiver is sought to be enforced. This Agreement may
not be assigned by either party, without the other party's prior written
consent (which will not be unreasonably withheld). Any purported assignment in
violation of this Section will be void. This Agreement will bind and inure to
the benefit of the parties and their respective successors or permitted
assigns.

         (d) All notices, requests, demands and other communications under
this Agreement will be in writing and will be deemed to have been duly
delivered if delivered by hand or sent by prepaid registered or certified mail
or by telecopy or electronic mail (confirmed by concurrent written notice sent
by first class U.S. mail) addressed as follows (or to such other address as
may be designated by a party, in writing, pursuant hereto):

If to Schwab:                                If to iVillage:

Charles Schwab & Co., Inc.                   iVillage, Inc.
101 Montgomery Street                        170 Fifth Avenue
San Francisco, California 94104              New York, New York 10010
Fax (415) 636-0089                           Fax (212) 604-1933
Attention: Pamela Saunders                   Attention: Robert Levitan

with a copy to:                              with a copy to:

Enterprise Counsel - Electronic Brokerage    Vice President Finance/Operations
Attention: Colleen McCall                    Attention: Steve Elkes


         (e) This Agreement may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                      10







iVILLAGE, Inc.                          CHARLES SCHWAB & CO., Inc.


By:   /s/ Steve Elkes                   By:   /s/ Pamela Saunders
      ---------------                         --------------------

                           
Its:                                    Its:  Vice President
      ---------------                         --------------------
                                              Electronic Brokerage 


Date:                                   Date:     12/19/97
      ---------------                         --------------------



                                      11







                                                                     EXHIBIT A

      Sponsorship Activities, Promotions, Advertisements and Hyperlinks


1.  Sponsorship Activities

(a)  iVillage grants Schwab exclusive sponsorship of the Brokerage center and
     the Mutual Fund center on the Armchair Site (the "Sponsorship Areas").
     This exclusive sponsorship grants Schwab exclusive advertising for
     brokerage services for the term of this Agreement and exclusive mutual
     fund advertising in the first year of this Agreement. Other mutual fund
     advertising will be permitted in year two and three but will be limited
     to mutual fund families that participate in the Schwab Mutual Fund
     OneSource offering, and other mutual fund families as mutually agreed
     upon in good faith by the parties.

(b)  During the term of the exclusive sponsorship, iVillage will not post
     hyperlinks on the Armchair Site to other brokerage or mutual fund
     companies (excluding permitted advertising) nor will it post content that
     contains a rating or ranking of brokerage companies. The exclusive
     sponsorship also prohibits iVillage from building any co-developed content
     with, or content links to brokerage and mutual fund competitors or
     competitor-branded Web sites from the Armchair Site, except as mutually
     agreed upon in good faith by the parties.

(c)  iVillage will provide Schwab with a prominent presence on the Armchair
     Site home page in addition to providing Schwab presence in banner
     advertisements and content pages.

(d)  In sponsored or co-developed content, iVillage will use its best efforts
     to portray Schwab as a provider of unbiased investment information
     through third-party resources and/or academic investment research data
     developed by Schwab. iVillage will also post information on the Armchair
     Site and other iVillage Web sites about Schwab's investor education
     events, such as Schwab in-branch seminars.

(e)  Throughout the term of this Agreement, use its best efforts iVillage will
     provide survey research results and data on user online investing
     behavior and preferences and user feedback on Schwab through community
     user interaction on an aggregate and/or anonymous basis.

 (f) iVillage will provide ongoing consultation to Schwab throughout the term
     of the Agreement on effective community building tools and activities.


                                      12








2. Content Links

At Schwab's request, iVillage will provide links from the Sponsorship Areas to
content on Schwab's Web site. The links will be accessed through Armchair Site
pages listing services available at Schwab's Web site including brief
descriptions of those services. Links discussed for the launch of the Schwab
sponsorship include, but are not limited to, the Retirement Planner, the
College Planner, the Guide to Understanding Market Cycles, Asset Allocation
Strategies and selected mutual fund content on Mutual Fund OneSource Online
including a SchwabFunds content link. Other content links from the Sponsorship
Areas mutually agreed upon by both parties may be developed throughout the
term of the Agreement.

3. Content Development, Sharing and Review

(a) iVillage and Schwab agree to jointly develop new content to reside on the
Sponsorship Areas. iVillage will assume web development responsibility for any
newly created content as summarized below. Other content mutually agreed upon
by both parties may be developed by iVillage throughout the term of this
Agreement in the Sponsorship Areas. Content jointly developed by Schwab and
iVillage may also be made available at Schwab's Web site at Schwab's
discretion.

          (i)  Ask the Experts Content. Schwab will provide content to
               iVillage in the form of weekly answers to popular investing
               questions submitted by iVillage users. Answers to these
               questions will be provided by Financial Advisors selected by
               Charles Schwab, Schwab's Investment Products and Research staff
               and the SchwabFunds Portfolio Management group.

          (ii) Advisor Source Content. At Schwab's request, iVillage will
               include content on the Armchair Site describing Schwab's
               Advisor Source offering along with a brief profile of the
               financial advisors participating in the program. This content
               area may link to Schwab for more information about this
               program.

         (iii) Schwab Branch Seminars. At Schwab's request, iVillage agrees
               to develop and post content summarizing online investing
               seminars available at Schwab branch offices and other Schwab
               hosted educational events.

          (iv) Schwab Investment Products and Research. At Schwab's request,
               iVillage agrees to develop and post content on Schwab's mutual
               fund analytical information produced by the Investment
               Products and Research staff including the online posting of
               their newsletter.



                                      13







 (b) In addition to Schwab-branded and Schwab/iVillage co-branded content,
     Schwab has the right, but not the obligation, to review and approve in
     advance all content that is to be posted in the Brokerage or Mutual Fund
     Centers that could reasonably be attributed to Schwab. iVillage will
     deliver such content to Schwab at least two business date in advance of
     its scheduled posting date. If Schwab does not provide comments within
     two business days after iVillage has delivered it, iVillage may post the
     content. After content is posted, Schwab has the right, but not the
     obligation, to request iVillage to modify or remove such content if
     Schwab believes that such content could reasonably be attributed to it.

 (c) In addition, Schwab has the right, but not the obligation, to request
     that any allegedly offending content posted on the Armchair Site, other
     than messages from users appearing on message boards or in chat rooms and
     banner advertisements, be removed.

          (i)  If iVillage refuses to remove the allegedly offending content
               and Schwab reasonably believes that such content could cause
               Schwab to be viewed as violating any law or regulation or if
               Schwab reasonably believes that such content incorrectly
               suggests an affiliation between, or a Schwab-endorsement of, any
               third party or that party's products or services, then Schwab
               may immediately terminate this Agreement without breach or
               penalty;

          (ii) If iVillage refuses to remove the allegedly offending content
               and the content is not subject to Paragraph 3(c)(i) of this
               Exhibit A, but Schwab believes such content is outside the
               scope of iVillage's Mission Statement with respect to the
               Armchair Site, then Schwab may terminate the Agreement without
               breach or penalty by giving ninety (90) days notice to
               iVillage.


4. Live Events on the Armchair Site

(a) Subject to iVillage's consent (which shall not be unreasonably withheld),
iVillage will permit Schwab to host and/or sponsor live investment forums on
the Armchair Site. For those investment forums specifically developed and
hosted by Schwab, Schwab owns the right of all forum registration information
including email addresses of users requesting future Schwab forum
information.

(b) Schwab and iVillage may also jointly develop web-based investing courses
at the Armchair Site. Any courses developed by Schwab will be specifically
Schwab branded and courses developed by iVillage will be branded according to
their preference.

(c) Any live events jointly developed by Schwab and iVillage may also be made
available at Schwab's Web site at Schwab's discretion.



                                      14








5. Armchair Content Sharing for Schwab's Web Site

Without additional cost to Schwab, the parties will mutually agree in good
faith on selected content areas within the Armchair Site that will be placed
on a custom site that Schwab may link to from its Web site at its discretion.
Advertising and branding on the custom site will be limited to Schwab except
that Armchair Millionaire branding as it exists on the Armchair Site will be
permitted.

6. Reporting Requirements

So that Schwab may monitor market performance and make program adjustments,
iVillage will provide to Schwab timely and accurate reports every thirty (30)
days as follows:

     (a)  Total number of page views on a Schwab sponsored area;

     (b)  Number of "hyperlink clickthroughs" on Schwab content;

     (c)  Number of clickthroughs to Schwab from a banner advertisement; and

     (d)  iVillage will use its best efforts to provide any user feedback on
          Schwab obtained from the message boards and chat areas on the
          Armchair Site.

So that iVillage may monitor new Schwab account openings, Schwab will provide
to iVillage timely and accurate reports every thirty (30) days of new account
openings related to the Armchair Site. If iVillage reasonably believes that
such reports may be inaccurate, Schwab will permit iVillage to audit such
reports.

7. Advertising Impressions and Marketing Campaigns

     (a)  iVillage guarantees Schwab a minimum of 18 million impressions
          during each year of this Agreement on the Armchair Site delivered in
          the form of promotional banner advertisements. These banner
          impressions may appear in the Armchair Site or other iVillage Sites
          as mutually agreed upon in good faith by the parties.

     (b)  iVillage will include Schwab in its print marketing campaigns and
          online marketing activities as mutually agreed upon in good faith by
          the parties.

8. Performance Objectives

     (a)  During the term of the Agreement, the parties' expect Schwab to
          obtain the following number of new accounts ("Account Goals") a
          result of the activities contemplated hereunder on the Armchair
          Site:

                                      15








     (i)    [*] new accounts in the first year following the Launch Date;

     (ii)   [*] additional new accounts in the second year following the 
            Launch Date;

     (iii)  [*] additional new accounts in the third year following the 
            Launch Date;

     (iv)   [*] new accounts in the first six months following the Launch Date.

(b)  If Schwab's Account Goals are not met Schwab shall be entitled to a fee
     reduction or cash payment as follows:



Unmet Account Goals Percentage Year One Year Two Year Three ------------------------------ -------- -------- ---------- [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*] [*] percent $[*] $[*] $[*]
(c) If iVillage owes Schwab a fee reduction or cash payment pursuant to Section 5(d) or (e) of the Agreement: (i) in excess of [*] for the first year of this Agreement, such amount may be reduced by a maximum credit of [*] if iVillage delivers at least 30 million banner advertising impressions in the year preceding the first-year Calculation Date; (ii) in excess of [*] for the second year of this Agreement, such amount may be reduced by a maximum credit of [*] if iVillage delivers at least 30 million banner advertising impressions in the year preceding the second-year Calculation Date; (iii) in excess of [*] for the third year of this Agreement, such amount may be reduced by a maximum credit of [*] if iVillage delivers at least 30 million banner advertising impressions in the year preceding the third-year Calculation Date. 16 (d) If iVillage fails to deliver [*] impressions in any year and the fee reduction or cash refund it owes to Schwab exceeds the amount stated in Paragraph 8(c) of this Exhibit A for that year, then iVillage shall be entitled to a partial credit of any fee reduction or cash payment due to Schwab for actual impressions delivered based upon a [*] cost per thousand impressions. iVillage is not entitled to any credit against any fee reduction or cash payment owed to Schwab if it delivers less than 18 million impressions in the year preceding the Calculation Date. (e) Any fee reduction or cash payment owed to Schwab may be further reduced by [*]%, if Schwab is unable to demonstrate to iVillage that it can accurately track online account opening activity at its Web site resulting from clickthroughs to Schwab's Web site from the Armchair Site. 8. Schwab Promotional Activities During the term of the Agreement, Schwab will provide promotional support for the Armchair Site through a variety of online and off-line marketing activities, such as customer collateral, online banner and links from other interactive mediums. 17 Exhibit B Customer Service Exhibit (1) iVillage Service Support Escalation: In the event that Schwab Customer Service needs to escalate a question or issue to iVillage, iVillage shall provide a staffed phone number for use by the Schwab Help Desk. The Help Desk shall use this number for such issues as escalating customer reports of iVillage outages or other issues. iVillage shall respond with available information, including the status of any technical issues, so that the Help Desk can alert Schwab Customer Reps. Phone number: (iVillage to fill in) ------------------------------------ Hours of Operation: ------------------------------- Pager number: ------------------------------------ Hours On Call: ----------------------------------- (2) Schwab Customer Phone Calls and Email: If a customer calls or emails iVillage an inquiry that pertains to any Schwab accounts or services, or if a user calls or emails iVillage with an inquiry regarding investing or brokerage activities, iVillage will refer the customer or user to contact Schwab directly. iVillage shall not reply to the inquiry on Schwab's behalf refer any user to another securities brokerage firm or other investment services provider. o Email: iVillage shall send a reply to the customer email within 24 hours, instructing the customer to contact Schwab directly, and will include Schwab Contact Information as appropriate. o Phone: iVillage shall instruct customers to contact Schwab directly via the appropriate Schwab Contact Information. Schwab Contact Information: o By Telephone: o General Inquiries: For additional information on Schwab's products and services, or to sign up your Schwab account for web access through Schwab's Web site at www.schwab.com, please call our 24 hour Customer Service: 1-800-435-4000 o U.S. Technical Support: For assistance with Schwab's Web site (www.schwab.com) or software, please call 1-800-334-4455 Hours of Operation: Mon. - Fri. 6am - 7pm PST Sat. - Sun. 8am - 4:30pm PST 18 o e.Schwab: For more information on e.Schwab, please call 1-800-e.Schwab (1-800-367-4922) Hours of Operation: Mon. - Fri. 6am - 7pm PST Sat. - Sun. 8am - 4:30pm PST o For customers outside of the U.S.: For general inquiries and technical support for customers outside of the U.S., please call 1-602-852-3500 Hours of Operation: Mon. - Fri. 9am - 6pm, EST o By email o Schwab customers may email Schwab Customer Service by logging on to the Customer Center on the Schwab Web site at www.schwab.com Web site. To set up your Schwab Account for Web access, please call the General Inquiries phone number above. Customer emails will be responded to within approximately 24 hours. (3) Schwab Service Support: If iVillage Customer Service needs to contact Schwab for assistance with Customer Service, the iVillage Customer Service Escalation Contact Person may call the Schwab Customer Service Help desk at 1-888-362-7778. This contact is for iVillage to Schwab Customer Service use only; no customers shall be given the number or transferred to Schwab on this number. Phone number: 1-888-362-7778 Hours of Operation: Mon. - Fri. 6am - 7pm PST Sat. - Sun. 8am - 4:30 pm PST (4) Hours of Operation: Schwab Customer Service Hours of Operation are as noted in section (2) above. iVillage Customer Service Hours of Operation shall be: Phone Support (Customers): -------------------------- Email support (Customers): -------------------------- Email response time goal: (e.g. will reply to emails -------------------------- within 24 hours of receipt). 19 ADDENDUM -------- THIS ADDENDUM to that certain Online Services Agreement (Agreement") dated December 19, 1997, by and between iVillage, Inc. ("iVillage") and Charles Schwab & Co., Inc. ("Schwab") is made as of June 29, 1998, and is incorporated into and made a part of the Agreement. WHEREAS, in Exhibit A, Section 4(a) of the Agreement the parties contemplated that subject to iVillage's consent, Schwab may sponsor and/or host live Investment Forums ("Investment Forums") on the Armchair Site; WHEREAS, Schwab wishes to commence the Investment Forums and iVillage has agreed to allow Schwab to hold the Investment Forums on the Armchair Site during the term of the Agreement. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS WITH RESPECT TO THE INVESTMENT FORUMS ON THE ARMCHAIR SITE: 1. At least once each month, or more frequently if the parties mutually agree to do so, iVillage shall provide to Schwab, without additional charge, an online auditorium on the Armchair Site that will enable Schwab to hold the Investment Forums" - -, which are live, moderated, interactive events organized and sponsored by Schwab (the "Investment Forums"). The online auditorium will accommodate a commercially reasonable number of unique, concurrent attendees, subject to server capacity and technological capabilities. Schwab shall have sole discretion in selecting all Forum topics, guests and moderators subject to iVillage's reasonable approval. Schwab, or a moderator selected by Schwab, shall be entitled to host the Investment Forums. Unless approved in advance by Schwab, iVillage will not display any advertising in the Schwab event auditoriums. Schwab may post promotional dynamic messages relating to its services within the Schwab event auditorium during the Investment Forums. At the end of each Forum, iVillage will display messages encouraging attendees to visit the Investor Center on the Armchair Site, the Schwab site or other sites designated by Schwab As between Schwab and iVillage, Schwab shall own all content related to the Investment Forums, including but not limited to, copyright or other intellectual property rights of all prepared text, questions, answers or transcripts of the Investment Forums ("Schwab Forum Content"), except that iVillage may make use of reasonable excerpts of the Schwab Forum Content subject to Schwab's reasonable approval. 2. The online auditorium technology platform supplied by iVillage to Schwab will provide Schwab and its host the opportunity to field and screen questions of attendees and attendees an opportunity to interact with the host of the Investment Forums. iVillage also agrees to furnish to online users, through download capabilities or otherwise, all software and technical support needed to enable users to attend such Investment Forums. iVillage will include on each user's "entry page" to each Forum a release and disclosure, the wording of which will be mutually agreed upon in good faith by the parties. 3. iVillage expects, but is not obligated, to promote the Investment Forums on various areas of the Armchair Site, including, but not limited to, the Investor Center, and on other iVillage Web sites. All such promotions will mention that the Investment Forums are part of a series sponsored by Schwab and will direct users to a page that describes the upcoming event(s) and encourages users to download the software needed to enable users to attend such Investment Forums. 4. iVillage will post and archive each Forum transcript on the Armchair Site within two (2) business days after the transcript is provided by Schwab and allow visitors to the Site to view the transcripts. iVillage will also post a topical index of all Investment Forums and allow visitors to view archived transcripts from prior Investment Forums; 5. So that Schwab may monitor market performance and make program adjustments, iVillage will provide to Schwab timely and accurate reports as follows: (a) Total number of non-unique attendees at each Forum within five (5) business days following the Forum; (b) Total number of page views of each Forum transcript posted after a Forum, with a breakdown by Forum event transcript viewed; (c) Total number of Forum "entry page" views, from the Investor Center and any other areas where the Forum "entry page" is linked. 6. During the term of the Agreement, iVillage will not permit any other party to hold Investment Forums or other events on the Armchair Site if such party is reasonably deemed to offer securities brokerage, investing or mutual fund services in competition with Schwab. Further, iVillage will not permit Investment Forums or events by any party on topics related to securities brokerage, investing or financial services during any portion of the time that Schwab is holding such an event on the Armchair Site. 7. The terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written. iVillage, Inc. Charles Schwab & Co., Inc. By: /s/ Steve Elkes By: Illegible ------------------------- -------------------------------------------- Its: V.P. Finance Its: VP Electric Brokerage Business Development ------------------------- -------------------------------------------- Date: 6/30/98 Date: 6/29/98 ------------------------- -------------------------------------------- ADDENDUM NO. 2 -------------- THIS ADDENDUM to that certain Online Services Agreement ("Agreement') dated December 19, 1997, by and between iVillage, Inc. ("iVillage") and Charles Schwab & Co., Inc. ("Schwab") is made as of June 29, 1998, and is incorporated into and made a part of the Agreement. WHEREAS, iVillage provides information related to planning for educational expenses to visitors to its proprietary Web sites, including but not limited to, its ParentSoup(Registered) Site (url:http://www.parentsoup.com) ("Content Areas"); WHEREAS, Schwab has developed and owns certain content and software related to its College Saver(Trademark) Program, including, but not limited to, its College Saver Online Planning Tool (the "CS Tool"). The CS Tool is comprised of two elements: the Calculations (including assumptions) and the Presentation; WHEREAS, iVillage wishes to license the CS Tool for use by visitors to its Content Areas and Schwab is willing to license use of the CS Tool to iVillage for this purpose subject to the terms and conditions set forth below. NOW THEREFORE, the parties agree as follows with respect to use of the CS Tool on the Content Areas: 1. During the term of the Agreement, Schwab hereby grants iVillage a worldwide, nonexclusive, revocable, nontransferable fully-paid up and royalty-free license to use and distribute to end users of the Content Areas the object code version of the CS Tool and to reproduce copies of the CS Tool only to the extent necessary to accomplish the foregoing. 2. Subject to the terms set forth in Sections 1, 2 and 3 of the Agreement, iVillage will include Schwab Marks in each Content Area in which the CS Tool is used. Schwab shall have the right to approve the location of the CS Tool and the Schwab Marks within the Content Areas. 3. iVillage may, in its discretion and at its own expense, change only the Presentation element of the CS Tool to be consistent with the Content Areas. 4. At is own expense, iVillage will perform updates to and modifications of the Calculations element of CS Tool on the Content Areas as they are provided by Schwab. 5. iVillage will promote the CS Tool and the Content Areas through hyperlinks or banner advertisements from other areas of the iVillage Web sites. 6. Any new accounts obtained by Schwab through the use of the CS Tool in the Content Areas will be counted towards the Account Goals set forth in paragraph 8 of Exhibit A to the Agreement. 7. iVillage's reporting obligations as set forth in Section 6 of Exhibit A of the Agreement shall also apply to end user use of the CS Tool in the Content Areas. 8. The CS Tool, any Informational Material or Schwab Content that appears in the Content Areas is Schwab's exclusive property and may not be sold, licensed, copied, distributed or divulged, except as provided in Section 1 of this Addendum or elsewhere in the Agreement, without Schwab's prior written permission. 9. THE CS TOOL IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SCHWAB AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 10. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. 11. The terms and conditions of the Agreement remain in full force and effect. IN )WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written. iVillage, Inc. Charles Schwab & Co., Inc. By: /s/ Steve Elkes By: Illegible ------------------------- -------------------------------------------- Its: V.P. Finance Its: VP Electric Brokerage Business Development ------------------------- -------------------------------------------- Date: 6/30/98 Date: 6/29/98 ------------------------- -------------------------------------------- Amendment Number One to Online Services Agreement This First Amendment ("First Amendment") to that certain Online Services Agreement dated December 19, 1997 ("Agreement"), by and between iVillage, Inc. ("iVillage") and Charles Schwab & Co., Inc. ("Schwab") is made effective as of December 19, 1997 ("Amendment Effective Date"), and is incorporated into and made a part of the Agreement. 1. The following replaces subparagraphs 9c) and (d) of Paragraph 8 ("Performance Objectives"), Exhibit A of the Agreement: 8. Performance Objectives (c) If iVillage owes Schwab a fee reduction or cash payment pursuant to Section 5(d) or (e) of the Agreement, a maximum rebate may apply: (i) if iVillage delivers at least [*] banner advertising impression in the year preceding the first-year Calculation Date, the maximum rebate that will be due to Schwab for unmet Account Goals is [*], in the form of cash or credit. (ii) If iVillage delivers at least [*] banner advertising impressions in the year preceding the second-year Calculation Date, the maximum rebate that will be due to Schwab for unmet Account Goals is [*], in the form of cash and credit. (iii) if iVillage delivers at least [*] advertising impressions in the year preceding the third-year Calculation Date, the maximum rebate that will be due to Schwab for unmet Account Goals is [*], in the form of cash or credit. (d) If iVillage fails to deliver [*] in any year and the fee reduction or cash refund it owes Schwab exceeds the amount stated in Paragraph 8(c) of this Exhibit A for that year, then iVillage shall be entitled to a partial credit of any fee reduction or cash payment due to Schwab for actual impressions delivered exceeding [*] based upon a [*] cost per thousand impressions, up to a maximum fee reduction or cash payment owed to Schwab of [*], with a limitation that the applied credit will reduce the maximum fee reduction or cash payment owed to Schwab of [*]. iVillage is not entitled to any credit against any fee reduction or cash payment owed to Schwab if it delivers less than [*] impressions in the year preceding the Calculation Date. 2. Capitalized terms used but not defined herein shall having the meaning ascribed to them in the Agreement. 3. Except as amended herein, the remaining terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the Amendment Effective Date. iVILLAGE, INC. CHARLES SCHWAB & CO., INC. By: /s/ Steve Elkes By: /s/ [ILLEGIBLE] --------------------------- --------------------------- Its: Vice President Its: VP Electric Brokerage --------------------------- --------------------------- Date: 6/29/98 Date: 6/29/98 --------------------------- --------------------------- EX-10.15 7 JOINT ACTIVITIES AGREEMENT * Confidential treatment has been requested for certain portions of this exhibit. Omitted portions have been filed separately with the Commission. JOINT ACTIVITIES AGREEMENT This Joint Activities Agreement (the "Agreement")is made and entered into as of September __, 1997 (the "Effective Date") by and between Intuit Inc., a Delaware corporation ("Intuit") and iVillage Inc., a Delaware corporation ("iVillage"). RECITALS A. Intuit and iVillage desire jointly to develop, launch and maintain an interactive online financial education and planning service (such service to be referred to herein as "Armchair Millionaire") and to conduct certain other business related to such activities. B. Each of Intuit and iVillage desires to provide certain services relating to the development, launch and maintenance of Armchair Millionaire, on the terms and subject to the conditions set forth herein. AGREEMENT The parties hereto agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined in this Agreement will have the following meanings, respectively: 1.1 "Advertising Revenue" means the sum of the aggregate amounts billed for the license or sale of any Advertising Rights, less the sum of: (a) amounts allocable to any credits granted for unused Advertising Rights, (b) agency, camera-ready art and other discounts actually provided, (c) refunds, rebates, make goods and similar credits, (d) applicable taxes; (e) a three percent (3%) reserve for bad debts; and (f) amounts billed for production services actually performed in connection with the license or sale of Advertising Rights; provided, that (i) the amount billed for media portion of such license or sale must be at or above the prevailing rate and (ii) iVillage notifies Intuit in writing of the relative amounts proposed to be billed for production and media, respectively, and Intuit does not object to such amounts before the end of the second business day following receipt of such written notice. 1.2 "Advertising Rights" means any advertising, sponsorship, linking and similar promotional rights sold or licensed in connection with the Quicken Financial Network version of Armchair Millionaire. 1.3 "Affiliate" of any party means any entity that controls, is controlled by or is under common control with such party. For purposes of this definition, "control" will mean the possession, directly or indirectly, of a majority of the voting power of such entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). 1.4 "Armchair Millionaire Content" means all materials, data or other information owned or licensed by iVillage and displayed from time to time in Armchair Millionaire. 1.5 "Confidential Information" means any information of a party disclosed to the other party in the course of this Agreement, which is identified as, or should be reasonably understood to be, confidential to the disclosing party, including, but not limited to, know-how, trade secrets, data, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, projections, marketing data and this Agreement and all exhibits hereto. "Confidential Information" will not include information which: (a) is known or becomes known to the recipient directly or indirectly from a third-Party source other than one having an obligation of confidentiality to the providing party; (b) is or becomes publicly available or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the recipient; or (c) is or was independently developed by the recipient without use of or reference to the providing party's Confidential Information, as shown by evidence in the recipient's possession. 1.6 "Exclusive Carriage Period" means the period commencing on the Launch Date and continuing for a period of ten (10) months thereafter, during which Intuit will have the exclusive right to feature Armchair Millionaire on the Quicken Financial Network. 1.7 "Financial Content" means content, channels and services relating to personal finance, small businesses, tax, general business news and similar topics, and includes, without limitation: o stock and mutual fund quotes, rates and portfolio management; o online banking; o online financial services; o billpay; o online bill Presentment; o non-bank branded bill payment; o tax filing and information; o small business lending; o payroll information or services; o retirement planning tools; o checkbook management (personal finance and small business accounting); o investments; o account data (such as investment portfolios, bank accounts, credit card accounts, loan accounts, insurance accounts and frequent flyer accounts); o credit cards and smart cards; o electronic wallets; o financial planning tools; o personal finance, small business and tax news, research and information, (including listings, databases, rates, quotes and charts); o financial education; o financial chat, forums and bulletin boards; o decision making and comparison tools (such as programs, applets and calculators); o financial marketspaces including insurance, mortgage, equity and mutual fund trading and small business lending; o financial advice from experts; and o reviews and listings of financial WWW sites and services. 1.8 "Guaranteed Page Views" will mean the Page Views that either Intuit or iVillage commits to deliver during the term of this Agreement, as set forth in Exhibit-A hereto. 1.9 "Intellectual Property Rights" means all intellectual property rights arising under statutory or common law, whether or not perfected, including, without limitation, all (a) United States and foreign patents, patent applications and other patent rights, including, without limitation, -2- divisions, continuations, renewals, reissues and extensions of any of the foregoing, (b) rights associated with works of authorship including copyrights, copyright applications, copyright registrations and moral rights, (c) Confidential Information, (d) any right analogous to those set forth in this definition, and (e) any other proprietary rights relating to intangible property. 1.10 "Intuit Brand Features" means Intuit's trademarks, trade names, service marks, service names and distinct brand elements that appear in Intuit Properties from time to time and are protected under U.S. copyright law or as to which Intuit has established trademarks or trade dress rights and any modifications to the foregoing that may be created during the Term. 1.11 "Intuit Brand Guidelines" means the guidelines for use of the Intuit Brand Features, which may be prescribed by Intuit from time to time during the Term. 1.12 "Intuit Financial Content" I means Financial Content provided by Intuit for inclusion in Armchair Millionaire (either directly or through Links out of Armchair Millionaire), including, without limitation, the Intuit Online Software Applications. 1.13 "Intuit Online Software Applications" means the online software applications and tools described in Exhibit B hereto. 1.14 "Intuit Properties" means all properties, ventures and services worldwide marketed under the Intuit Brand Features, including, without limitation, that service currently known as "Quicken Financial Network," and all other properties, ventures and services in which Intuit owns a fifty percent (50%) or greater interest during the Term. 1.15 "iVillage Brand Features" means iVillage's trademarks, trade names, service marks, service names and distinct brand elements that appear in the iVillage Properties from time to time and are protected under U.S. copyright law or as to which iVillage has established trademarks or trade dress rights and any modifications to the foregoing that may be created during the Term. 1.16 "iVillage Brand Guidelines" means the guidelines for use of the iVillage Brand Features, which may be prescribed by iVillage from time to time during the Term. 1.17 "iVillage Properties" means all properties, ventures and services worldwide marketed under the iVillage Brand Features, including, without limitation, those services currently known as "About Work," "Better Health," "Parent Soup," and "Vices and Virtues," and all properties, ventures and services in which iVillage owns a fifty percent (50%) or greater interest during the Term. 1.18 "Launch Date" means the date on which Armchair Millionaire becomes publicly available for general viewing on the WWW, currently anticipated to be October 13, 1997. 1.19 "Link" means a URL hidden behind a formatting option that may take the form of a colored item of text (such as a URL description), logo or image, and which allows a user to automatically move to or between WWW pages, WWW sites or within a WWW document. 1.20 "Page Views" means any page(s) on the Armchair Millionaire site that is (are) viewed by a user(s) on which any advertisement or promotion is contained. 1.21 "Quicken Financial Network" means the Intuit Property located at http://www.quicken.com, as modified from time to time throughout the Term. -3- 1.22 "Site Specification Book" means the site specification document to be prepared by iVillage for the Quicken Financial Network version of the Armchair Millionaire, including a complete site topology map, functionality definitions and explanations, navigation standards and templates and flow charts of information paths. 1.23 "Term" means the term of this Agreement as provided in Section 7. 1.24 "URL" means Universal Resource Locator, which provides a unique Internet protocol address for accessing a WWW page. 1.25 "WWW" means the World Wide Web, a system for accessing and viewing text, graphics, sound and other media via the collection of computer networks known as the Internet. 2. Funding Commitments. iVillage and Intuit will participate in the funding of expenses associated with the development, launch and maintenance of Armchair Millionaire, as contemplated in this Section 2. 2.1 iVillage Commitment. iVillage will fund a minimum of [*] during the period beginning on the Effective Date and ending on the date that is ten (10) months following the Launch Date to fund expenses associated with the development, launch and operation of Armchair Millionaire during that period. Except to the extent provided in Sections 2.2 and 7.5 below, iVillage will be solely responsible for the funding of all operating costs of Armchair Millionaire (x) in excess of [*] for the period beginning on the Effective Date and ending the date that is ten (10) months following the Launch Date and (y) for the period following the date that is ten (10) months following the Launch Date. 2.2 Intuit Commitment. Intuit will fund an aggregate of [*] for expenses associated with the development, launch and operation of Armchair Millionaire, such sum to be paid in three (3) installments of [*] as follows: (a) ten (10) days following the approval by Intuit of the Site Specification Book in accordance with Section 3.1 below, (b) the later of the ten (10) days following the Launch Date or three (3) months following the date on which the payment contemplated in clause (a) is due and (c) the later of three (3) months following the Launch Date or six (6) mouths following the date on which the payment contemplated in clause (a) is due. 3. Service Commitments. iVillage and Intuit will provide services associated with the development, launch and maintenance of Armchair Millionaire as contemplated in this Section 3. In providing these service, each of iVillage and Intuit will use efforts at least as diligent as those used in the provision of similar services for the iVillage Properties or the Intuit Properties, as the case may be. 3.1 Site Development and Launch. Subject to the terms and conditions of this Agreement, iVillage will use its best efforts (a) to develop and deliver the Site Specification Book within five (5) business days following the Effective Date; which Site Specification Book shall be subject to the written approval of Intuit, which shal1 not be withheld unreasonably, and (b) to launch the Armchair Millionaire on or before October 13, 1997. If iVillage fails to perform as contemplated in the previous sentence, Intuit shall provide written notice of such failure to iVillage describing in reasonable detail the circumstances underlying such failure, and iVillage shall have a period of fifteen (15) days following the date of such written notice to correct the deficiencies. The failure by iVillage to perform in accordance with the procedure set forth in this Section 3.1 shall constitute a material breach of this Agreement as contemplated in Section 7.3. hereof. -4- 3.2 Content. iVillage will (a) develop and manage, and have sole editorial authority concerning, content and programming presented in Armchair Millionaire; (b) develop editorial concepts and "point of view," and design the "look and feel" of Armchair Millionaire, including all templates and icons; and (c) ensure that the content and programming presented in Armchair Millionaire is dynamic, timely and relevant; provided, that (x) Intuit and iVillage will cooperate to establish common technology platforms and technical specifications and (y) Intuit and iVillage will establish reasonable standards and practices (including design templates and content guidelines) to be observed throughout the Quicken Financial Network version of Armchair Millionaire. 3.3 Hosting, Personnel and Facilities. iVillage will (a) provide and manage all servers, telecommunications, facilities maintenance and operations related to the delivery of Armchair Millionaire over the WWW, (b) provide appropriate software development services to construct site and community building databases, and (c) provide all technical, support sales, administrative and management personnel, facilities, equipment, supplies and services as are necessary to develop, launch and maintain Armchair Millionaire as contemplated by this Agreement. Notwithstanding the foregoing, however, Intuit will provide and manage all servers, telecommunications, facilities maintenance, operations and technical support related to the delivery of, or access to, the Intuit Financial Content (other than Intuit Financial Content provided directly on the Armchair Millionaire site). 3.4 Carriage and Promotion. Commencing on the Launch Date and continuing throughout the Term, (a) iVillage will (i) provide prominent placement of Links to Armchair Millionaire, and (ii) place advertising banners promoting Armchair Millionaire on all appropriate iVillage Properties (currently understood to include "ParentSoup" and "AboutWork"), in a manner that is reasonably acceptable to Intuit, with the intention of increasing traffic to Armchair Millionaire and (b) Intuit will (i) provide prominent placement of a Link to Armchair Millionaire on the "Community" homepage of the Quicken Financial Network and (ii) include within the Quicken Financial Network excerpts of Armchair Millionaire Content, together with Links to Armchair Millionaire, in a manner that is reasonably acceptable to iVillage, with the intention of increasing traffic to Armchair Millionaire. In addition, during the Exclusive Carriage Period, Armchair Millionaire will be "co-branded," featuring only the Armchair Millionaire Brand Features and the Intuit Brand Features in equal prominence throughout the site. Following the Exclusive Carriage Period, the Intuit Brand Features will be displayed throughout Armchair Millionaire at least as prominently as the brand features of any third party (other than Intuit or iVillage). 3.5 Advertising Sales Representative. During the Term, iVillage will serve as the exclusive advertising sales representative for Advertising Rights and will use its best efforts to sell such Advertising Rights on Armchair Millionaire and to collect amounts owed by advertisers with respect to such sales. To the extent that Intuit sells any Advertising Right during the Term, it will obtain the consent of, and will coordinate its selling effort with, iVillage. 3.6 Advertising Sales Guidelines. The parties hereby agree to mutually determine form time to time, (a) standards, policies and guidelines with regard to the acceptance of advertisements and advertising clients on Armchair Millionaire and (b) pricing applicable to the sale of Advertising Rights on Armchair Millionaire. The sale by iVillage or Intuit of Advertising Rights will be subject to such standards, policies. guidelines, price rates and procedures, and either iVillage or Intuit may reject any proposed advertisement or advertising client that is determined not to meet such standards, policies and/or guidelines. Further, each sale of Advertising Rights hereunder will be subject to the proposed advertiser's agreement to be bound by the standard advertising sales agreement as agreed to by the parties hereto and then in effect. -5- 3.7 Commission. As compensation for services under Section 3.5 above, iVillage and Intuit will be entitled to receive a commission (the "Commission") of [*]% of the Advertising Revenue from their respective sales of Advertising Rights on Armchair Millionaire. Such Commission will be calculated and paid in the manner and at the time prescribed in Section 4.2 below. 3.8 Intuit Online Software Application. Subject to the terms and conditions of this Agreement, Intuit will use its best efforts to permit the integration of Intuit's Online Software Applications in Armchair Millionaire, which integration is assumed to be accomplished by Linking Armchair Millionaire to the version of such Intuit Online Software Applications made generally available on the Quicken Financial Network. 4. Payments. 4.1 Revenue Sharing. During the Term, Intuit will be entitled to receive [*]%, and iVillage will be entitled to receive [*]%, of all Advertising Revenue (net of any Commission) until an aggregate of $[*] of Advertising Revenue has been collected, and Intuit will be entitled to receive [*]%, and iVillage will be entitled to receive [*]%, of all Advertising Revenue (net of any Commission) in excess of $[*]. In the event that Intuit exercises the option contemplated in Section 7.5 hereof to subsidize the operating costs of Armchair Millionaire in any renewal term, then Intuit will be entitled to receive [*]%, and iVillage will be entitled to receive [*]%, of all Advertising Revenue (net of any Commission) in any Intuit fiscal quarter (October 31, January 31, April 30, July 31) until an amount equal to the aggregate amount contributed by iVillage in the previous Intuit fiscal quarters in such renewal term has been recovered. Thereafter, until the end of such renewal term, Intuit will be entitled to receive [*]%, and iVillage will be entitled to receive [*]%, of all Advertising Revenue (net of Commission). 4.2 Payment and Reporting. The allocation of Advertising Revenue described in the Section 4.1 will be determined at the end of each Intuit fiscal quarter, and iVillage will make payment within thirty (30) days after the end of such quarter. iVillage will provide to Intuit, together with its payment (or, if no payment is due for any applicable quarter, within thirty (30) days after the end of such quarter), a report in reasonable detail setting forth the calculation of the amounts payable. 4.3 Audit Rights. Intuit will have the right, at its own expense, to direct an independent certified public accounting firm to inspect and audit all of the accounting and sales books and records of iVillage that are relevant to either (a) the performance by iVillage of its funding commitment, as defined in Section 2.1 above, (b) Advertising Revenue arising out of or associated with Armchair Millionaire or, (c) the operating costs arising out of or associated with Armchair Millionaire, but only in the event that Intuit exercises this option contemplated in Section 7.5 hereof, provided that (w) any such inspection and audit will be conducted during regular business hours in such a manner as not to interfere with normal business activities; (x) in no event will audits be made hereunder more frequently than once each calendar year; (y) if any audit should disclose an underpayment, iVillage will immediately provide such funding or pay such amount to Intuit, as appropriate; and (z) the reasonable fees and expenses relating to any audit which reveals an underpayment in excess of ten percent (10%) of thc amount owing or an over-allocation of operating expense in excess of ten percent (10%) of the amount actually incurred, will be borne entirely by iVillage. -6- 5. Additional Agreements. 5.1 Intuit Media Purchase Commitment. Intuit will purchase, during the three (3) months following the Launch Date, an aggregate of at least $[*] in banner advertisements relating to Armchair Millionaire on the iVillage Properties, at a price equal to $40 per thousand Page Views. 5.2 Traffic Targets. Each of Intuit and iVillage will deliver the number of Guaranteed Page Views set forth on Exhibit A hereto during the ten (10) months following the Launch Date. Intuit and iVillage will negotiate in good faith to establish Ouaranteed Page View commitments for the twelve (12) months following the first anniversary of the Launch Date, which commitments will be attached to this Agreement as a replacement Exhibit A. If the number of Page Views delivered either by Intuit or iVillage is not at least [*]% of the number of Guaranteed Page Views in any period, then the party responsible for the deficiency will provide to Armchair Millionaire "make goods" or similar advertising credits having a value equal to the aggregate value of the deficiency (determined by multiplying the number of Page Views that comprise the deficiency by S.034). 5.3 Exclusivity. 5.3.1 During the Exclusive Carriage Period, Intuit will have the exclusive right (a) to feature Armchair Millionaire Content on the Quicken Financial Network, and iVillage will not permit any third party to display all or any portion of the Armchair Millionaire Content, without the prior approval of Intuit, and (b) to provide Financial Content for Armchair Millionaire, and iVillage will not permit any third party Financial Content, nor Links to any third party Financial Content, to appear in Armchair Millionaire, without the prior approval of Intuit. 5.3.2 Following the Exclusive Carriage Period and continuing until the completion of the Term, neither iVillage nor its Affiliates will use or display the Intuit Financial Content on any other WWW site that may feature the Armchair Millionaire Content or any portion thereof. 5.3.3 During the Term, neither iVillage nor any of its Affiliates will (a) provide any Armchair Millionaire Content or any personal finance product or service to Yahoo!, Inc. or any of its Affiliates, or (b) without the prior approval of Intuit, which will not be withheld unreasonably, provide any Financial Content or any personal finance product or service to, or use any Financial Content or any personal finance product or service developed by, Microsoft Corporation or any of its Affiliates; provided, that iVillage and its Affliates shall be permitted to distribute Financial Content and financial products and services (x) using the "Active Desktop" distribution functionality incorporated in the Internet Explorer WWW browser distributed by Microsoft Corporation or (y) as a component part of the "Women's Network" distributed on the Microsoft Network (MSN). It is understood and agreed that it will not be deemed unreasonable for Intuit to refuse to permit iVillage to provide any Financial Content or any personal finance product or service to, or use any Financial Content or any personal finance product or service developed by or for, the Microsoft Money, Microsoft Investor and Microsoft Money Insider WWW sites, and any enhancements, modifications, extensions, combinations or private label versions of all or any portion thereof that may occur from time to time during the Term. -7- 6. Licenses and Ownership. 6.1 Grant of License by iVillage. iVillage hereby grants to Intuit during the term of this Agreement a non-exclusive, royalty-free, worldwide license under all of iVillage's Intellectual Property Rights to use, modify, reproduce, publicly display, publicly perform, distribute and transmit (a) the iVillage Brand Features in the Intuit Properties, in connection with the distribution, marketing and promotion of Armchair Millionaire, subject in each case to compliance with the iVillage Brand Guidelines, and (b) the Armchair Millionaire Content, or any portion thereof, in the Intuit Properties; provided, however, that (i) the primary purpose of this use is to drive traffic to the Armchair Millionaire site and (ii) Intuit shall not by this license display the Armchair Millionaire Content in such a manner as to recreate the Armchair Millionaire site in its entirety within the Intuit Properties. 6.2 Grant of License by Intuit. Intuit hereby grants to iVillage a nonexclusive, royalty-free, worldwide license under all of Intuit's Intellectual Property Rights (a) to use, modify, reproduce, publicly display, publicly perform, distribute and transmit the Intuit Brand Features in Armchair Millionaire (in the manner described in this Agreement), in connection with the distribution, marketing and promotion of Armchair Millionaire, subject in each case to compliance with the Intuit Brand Guidelines and (b) to use, reproduce, publicly display and transmit the Intuit Financial Content provided by Intuit for inclusion in the Armchair Millionaire site. 6.3 Ownership. 6.3.1. Armchair Mi11ionaire Brand and Content. As between Intuit and iVillage, (a) iVillage will have full and exclusive right, title and ownership interest in and to the iVillage Brand Features, the Armchair Millionaire Content (other than the Intuit Financial Content), the Armchair Millionaire Brand Features and the Intellectual Property Rights therein and (b) Intuit will have full and exclusive right, title and ownership interest in and to Intuit Brand Features, the Intuit Financial Content and the Intellectual Property Rights therein. 6.3.2 Customer Database. Intuit and iVillage will jointly own all right, title and interest in and to the customer database for Armchair Millionaire and all information regarding users of Armchair Millionaire included therein. Without the prior written consent of the other party hereto, neither party will sell, or other authorize any third party to use, any portion of the customer database for Armchair Millionaire or any information regarding users of Armchair Millionaire included therein. Intuit and iVillage will collaborate to develop a mutually acceptable policy concerning the dissemination of information from the customer database. 7. Term and Termination 7.1 Term. This Agreement will commence on the Effective Date and, subject to earlier termination pursuant to Sections 7.2 or 7.3 below, will continue thereafter through and including the date that is ten (10) months following the Launch Date (the "Initial Term"), subject to automatic extension at the sole option of Intuit for a series of one (1) year terms thereafter. Intuit will provide written notice of its intent to exercise its option to extend the term of this Agreement within thirty (30) days of the expiration of the initial term or any renewal term (each, a "Renewal Notice Date"). Notwithstanding the foregoing, however, iVillage shall not be obligated to continue to perform its obligations under this Agreement in any renewal term if the sum of the aggregate amounts billed for the license or sale of any Advertising Rights during the period beginning on the Launch Date or the first day of the applicable renewal term, as the case may be, and ending on the date that is thirty (30) days prior to -8- the applicable Renewal Notice Date (and annualized to derive a pro forma gross revenue projection for the Initial Term or the renewal term, as the case may be) is less than $[*]. Upon termination, all rights and obligations of each party hereto will cease as of the date of termination and any amounts owed hereunder (other than the funding commitments contemplated in Section 2 hereof) will be paid in full, subject to Section 7.4 below; provided, however, that rights and obligations set forth in Sections 7, 8, 9 and 10 will survive the termination of this Agreement. 7.2 Automatic Termination. This Agreement will also terminate automatically and effective immediately upon the earlier to occur of: (a) the dissolution or liquidation of Intuit or iVillage; or (b) the appointment of a trustee in bankruptcy for Intuit or iVillage, an assignment of assets for the benefit of Intuit's or iVillage's creditors or the adjudication of bankruptcy with respect to Intuit or iVillage. 7.3 Termination for Breach. In the event that either Intuit or iVillage commits any material breach under this Agreement and such breach is not cured within fifteen (15) days following receipt of written notice thereof from the other party hereto, such other party will have the right (but not the obligation) to terminate this Agreement. If Intuit shall terminate this Agreement pursuant to this Section 7.3, iVillage shall refund to Intuit, within ten (10) days following the effective date of such termination, all funds actually paid by Intuit to iVillage pursuant to Section 2.2 above, net of Advertising Revenue actually received by Intuit pursuant to Section 4.1 above, and such refund shall be the sole and exclusive legal remedy of Intuit for damages resulting from or relating to this Agreement, through the date of termination (it being understood that Intuit shall nonetheless have the right to pursue any equitable remedy available to it with respect to a breach of Section 8.4 or 9 hereof). 7.4 Continuing Obligations to Pay Commissions. Notwithstanding any termination of this Agreement, the terms of Section 4 above will survive with respect to all Advertising Revenue collected by iVillage following the effective date of termination in respect of orders secured prior to the effective date of termination, 7.5 Intuit Option. If, pursuant to Section 7.1 above, Intuit should exercise its option to extend the Term, and iVillage should determine to discontinue or terminate operation of the Armchair Millionaire site rather than commit to such extension, then iVillage shall promptly deliver written notice of such determination to lntuit, and Intuit shall have the right, exercisable for a period of sixty (60) days following the date of such notice (during which period iVillage will continue to operate the Armchair Millionaire), to obligate iVillage to continue operation of the Armchair Millionaire site for the applicable renewal period; provided that Intuit commits to fund up to an amount equal to the difference between (x) seventy-five percent (75%) of the projected annual operating costs for Armchair Millionaire (as defined in Exhibit C hereto and amended annually by mutual consent of iVillage and Intuit) for such renewal period and (y) the annual operating costs that iVillage determines in good faith that it will be able to recoup during such renewal period. Such sum will be paid in cash on a quarterly basis, within thirty (30) days following the conclusion of any Intuit fiscal quarter in the renewal period with respect to which the option is exercised, -9- [*] Confidential treatment requested. 8. Limitation of Liability and Indemnity. 8.1 Representations and Warranties. Each party represents and warrants to the other party that such party has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; and the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate or contravene any applicable law or regulation or any agreement to which such party is a party or by which it is otherwise bound, and when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. In addition, (a) iVillage represents and warrants to Intuit that it is the owner of all right, title and interest in and to, or is the exclusive licensee with right to use, reproduce, distribute and sell as contemplated in this Agreement, the iVillage Brand Features, the Armchair Millionaire Brand Features and the Armchair Millionaire Content (other than the Intuit Financial Content), and that the iVillage Brand Features, the Armchair Millionaire Brand Features and the Armchair Millionaire Content (other than the Intuit Financial Content), do not and will not infringe on or violate any Intellectual Property Right of any third party, or violate any applicable law, regulation or third party right when included in a manner consistent with this Agreement, and (b) Intuit represents and warrants to iVillage that it is the owner of all right, title and interest in and to, or is the exclusive licensee with right to use, reproduce, distribute and sell as contemplated in this Agreement, the Intuit Brand Features and the Intuit Financial Content, and that the Intuit Brand Features and the Intuit Financial Content do not and will not infringe on or violate any Intellectual Property Right of any third party, or violate any applicable law, regulation or third party right when included in a manner consistent with this Agreement. In the event that any party becomes aware of any such infringement (or alleged infringement) or violation, such party will promptly notify the other party and shall provide all information relating to such matters as such other party may reasonably request. 8.2 Limitation of Liability. EXCEPT AS PROVIDED IN THIS SECTION 8, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. 8.3 No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 ABOVE, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 8.4 iVillage Obligation to Defend. Subject to the limitations set forth below, iVillage, at its own expense, will defend, or at its option settle, any claim, suit or proceeding against Intuit and pay any final judgment entered or settlement against Intuit in any such claim, suit or proceeding, to the extent that such claim, suit or proceeding is based upon (a) the infringement of any trademark or service mark rights by the iVillage Brand Features; or (b) the infringement or misappropriation of any patent, copyright or trade secret or the violation of any third party right or any third party claim resulting from the dissemination or use of any Armchair Millionaire Content (other than the Intuit Financial Content) on any Intuit Property; or (c) the failure by iVillage to comply with the -10- requirements of law or regulations that are applicable to Armchair Millionaire from time to time. iVillage will have no obligation to Intuit pursuant to this Section 8.3 unless: (x) Intuit gives iVillage prompt written notice of the claim, suit or proceeding and cooperates reasonably with iVillage; and (y) iVillage is given the right to control and direct the investigation, preparation, defense and settlement of the claim, suit or proceeding. 8.5 Intuit Obligation to Defend. Subject to the limitations set forth below, Intuit, at its own expense, will defend, or at its option settle, any claim, suit or proceeding against iVillage and pay any final judgment entered or settlement against iVillage in any such claim, suit or proceeding, to the extent that such claim, suit or proceeding is based upon (a) the infringement of any trademark or service mark rights by the Intuit Brand Features; or (b) the infringement or misappropriation of any patent, copyright or trade secret or the violation of any third party right or any third party claim resulting from the dissemination or use of the Intuit Financial Content on Armchair Millionaire; or (c) the failure by Intuit to comply with the requirements of law or regulations that are applicable to Intuit Financial Content from time to time. Intuit will have no obligation to iVillage pursuant to this Section 8.4 unless: (x) iVillage gives Intuit prompt written notice of the claim, suit or proceeding and cooperates reasonably with Intuit; and (y) Intuit is given the right to control and direct the investigation, preparation, defense and settlement of the claim, suit or proceeding. 8.6 Options. If either party receives notice of an alleged infringement, it will have the right, at its sole option, (a) to obtain the right for the other party to continue use of the allegedly infringing software, system, content or brand feature, as applicable, or (b) to replace or modify the allegedly infringing software, system, content or brand feature, as applicable, so that it is no longer infringing but retains equivalent functionality and value, or (c) to remove the allegedly infringing content. 8.7 EXCLUSIVE REMEDIES. THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION 8 CONSTITUTE THE ENTIRE OBLIGATIONS AND THE EXCLUSIVE REMEDIES OF THE PARTIES CONCERNING INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR THIRD PARTY CLAIMS. 9. Confidentiality. 9.1 The parties recognize that, in connection with the performance of this Agreement each of them may disclose to the others its Confidential Information. The party receiving any Confidential Information agrees to maintain the confidential status of such Confidential Information and not to use any such Confidential Information for any purpose other than the purpose for which it was originally disclosed to the receiving party, and not to disclose any of such Confidential Information to any third party. No party will disclose the others' Confidential Information to its employees and agents except on a "need-to-know" basis. 9.2 The parties acknowledge and agree that each may disclose Confidential Information: (a) as required by law or the rules of the National Association of Securities Dealers, Inc. or any applicable securities exchange; (b) to their respective directors, officers, employees, attorneys, accountants and other advisors, who are under an obligation of confidentiality, on a "need-to-know" basis; (c) to investors or joint venture partners, who are under an obligation of confidentiality, on a "need-to-know" basis; or (d) in connection with disputes or litigation between the parties involving such Confidential Information and each party will endeavor to limit disclosure to that purpose and to ensure maximum application of all appropriate judicial safeguards (such as placing documents under seal). In -11- the event a party is required to disclose Confidential Information as required by law, such party will, to the extent practicable, in advance of such disclosure, provide the disclosing party with prompt notice of such requirement. Such party also agrees, to the extent legally permissible, to provide the disclosing party, in advance of any such disclosure, with copies of any information or documents such party intends to disclose (and, if applicable, the text of the disclosure language itself) and to cooperate with the disclosing party to the extent the disclosing party may seek to limit such disclosure. 10. Miscellaneous. 10.1 Notices. Except as otherwise provided herein, any notice or other communication to be given hereunder will be in writing and will be (as elected by the party giving such notice): (a) personally delivered; (b) transmitted by postage prepaid registered or certified airmail, return receipt requested; (c) transmitted by electronic mail via the Internet with receipt being acknowledged by the recipient by return electronic mail (with a copy of such transmission concurrently transmitted by postage prepaid registered or certified airmail, return receipt requested); (d) transmitted by facsimile (with a copy of such transmission by postage prepaid registered or certified airmail, return receipt requested); or (e) deposited prepaid with a nationally recognized overnight courier service. Unless otherwise provided herein, all notices will be deemed to have been duly given on: (x) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally, by electronic mail, facsimile or by courier; or (y) three (3) days after the date of posting if transmitted by mail. Notice hereunder will be directed to a party at the address for such party as set forth on the signature page of this Agreement. Either party may change its address for notice purposes hereof on written notice to the other party pursuant to this Section 10.1. 10.2 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts wi1l be construed together and will constitute one agreement. 10.3 No Assignment. Neither party will transfer or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party. Any purported transfer, assignment or delegation by either party without the appropriate prior written approval will be null and void and of no force or effect. Notwithstanding the foregoing, each party will have the right to assign this Agreement to any successor of such party by way of merger or consolidation or the acquisition of all or substantially all of the business and assets of the assigning party relating to the Agreement; provided, however, that the trademark, logo, tradename or other identifying information of any such successor entity shall not be included in Armchair Millionaire, or in any advertising, marketing or promotional material of any kind relating to Armchair Millionaire, without the prior written consent of the other party to this Agreement. 10.4 Headings. Sections, titles or captions in no way define, limit, extend or describe the scope of this Agreement nor the intent of any of its provisions. 10.5 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. -12- 10.6 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between the parties with respect to the subject matter hereof. 10.7 Governing Law. This Agreement will be governed by and interpreted under the laws of the State of California, without giving effect to applicable conflicts of law principles. 10.8 Amendment. This Agreement may not be amended or modified by the parties in any manner, except by an instrument in writing signed on behalf of each of the parties to which such amendment or modification applies by a duly authorized officer or representative. 10.9 Waiver. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. 10.10 Recovery of Costs and Expenses. If either party to this Agreement brings an action against the other party to enforce its rights under this Agreement, the prevailing party will be entitled to recover its costs and expenses, including, without limitation, attorneys' fees and costs incurred in connection with such action, including any appeal of such action. -13- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or representatives as of the Effective Date. Intuit Inc. By: Jay H. O'Connor --------------------------------- Its: Director --------------------------------- Address: 2535 GARCIA AVE. ---------------------------- MOUNTAIN VIEW, CA 92043 -------------------------------------- -------------------------------------- Fax: (415) 944-6436 ------------------------------- email: jay-oconnor@intuit.com ------------------------------- iVillage Inc. By: Steve Elkes --------------------------------- Its: Vice President --------------------------------- Address: 170 Fifth Ave. ---------------------------- New York, NY -------------------------------------- -------------------------------------- Fax: (212) 604-9133 ------------------------------- email: selkes@aol.com ------------------------------- -14- EXHIBIT A Guaranteed Page Views
Growth Rate Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Intuit Media Buy [*]% [*] [*] iVillage [*]% [*] [*] [*] [*] [*] [*] Intuit [*]% [*] [*] [*] [*] [*] [*] From WWW links [*] [*] [*] [*] [*] [*] subtotal [*] [*] [*] [*] [*] [*] *Repeat traffic [*] [*] [*] [*] [*] [*] TOTAL [*] [*] [*] [*] [*] [*] Ad Inventory-pp [*] [*] [*] [*] [*] [*] [*] per visit Percent Ads sold [*] [*]% [*]% [*]% [*]% [*]% [*]% out Averge CPM $[*] $[*] $[*] $[*] $[*] $[*] $[*] (Gross) Total revenue $[*] $[*] $[*] $[*] $[*] $[*] Month 9 Month 10 Month 11 Month 12 TOTAL Intuit Media Buy [*] iVillage [*] [*] [*] [*] [*] Intuit [*] [*] [*] [*] [*] From WWW links [*] [*] [*] [*] [*] subtotal [*] [*] [*] [*] [*] *Repeat traffic [*] [*] [*] [*] [*] TOTAL [*] [*] [*] [*] [*] Ad Inventory-pp [*] [*] [*] [*] [*] per visit Percent Ads sold [*]% [*]% [*]% [*]% [*]% out Averge CPM $[*] $[*] $[*] $[*] $[*] (Gross) Total revenue $[*] $[*] $[*] $[*] $[*]
*[*]% of bought/[*]% of previous months traffic repeat [*] Confidential treatment requested. EXHIBIT B Intuit Online Software Applications The Intuit Online Software Applications to be integrated into Armchair Millionaire on the terms and subject to the conditions of Section 3.8 of the Agreement shall consist exclusively of the following: 1. retirement planning tool; 2. glossary function; and 3. introductory portfolio management tool. EXHIBIT C Armchair Millionaire Operating Costs TOTAL: $[*] OVERHEAD SUBTOTAL: $[*] - Off-line marketing $[*] - Banner creation $[*] - Contest Administration $[*] - Ad trafficking $[*] STAFF/FREELANCE SUBTOTAL: $[*] - Executive Producer $[*] - Managing Producer $[*] - Benefits, travel & entertainment $[*] - Copy editor/editorial assistant (freelance) $[*] - Community Manager (freelance) $[*] - Editorial contributions and community leaders (freelance) $[*] SITE HOSTING SUBTOTAL: $[*] - Hosting/Webmastering (database and message board maintenance, site traffic data) $[*] - Server/Installation $[*] - Database licensing (Dynamic page generation, Membership database, Ad management) $[*] COST OF SALES SUBTOTAL: $[*] - Five Percent ([*]%) of gross advertising revenue (Projected at S[*]) July 14, 1998 Mr. Lewis Schiff Executive Producer Armchair Millionaire iVillage 170 Fifth Avenue New York, NY 10010 Lewis: Pursuant to Section 7.1 of the "Joint Activities Agreement" between Intuit and iVillage dated September, 1997, this letter serves as written notice of Intuit's intent to exercise its option to renew the term of the Agreement. Sincerely, /s/ Jay O'Connor Jay O'Connor Director cc: Steve Elkes, iVillage