{"id":42499,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/linking-agreement-lycos-inc-and-cdnow-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"linking-agreement-lycos-inc-and-cdnow-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/linking-agreement-lycos-inc-and-cdnow-inc.html","title":{"rendered":"Linking Agreement &#8211; Lycos Inc. and CDnow Inc."},"content":{"rendered":"<pre>\n                               LINKING AGREEMENT\n\nTHIS LINKING AGREEMENT ('Agreement') is made this 26th day of March, 1998 \n('Effective Date'), by and among LYCOS, INC., a corporation organized under the \nlaws of Delaware ('Lycos'), TRIPOD, INC., a corporation organized under the laws\nof Delaware ('Tripod') and a wholly owned subsidiary of Lycos, and CDNOW, INC., \na corporation organized under the laws of Pennsylvania ('CDnow').\n\n                                   RECITALS\n\nWHEREAS, CDnow is a retailer of compact discs and other items for sale through \nits Web service which is accessible through the URL www.cdnow.com (the 'CDnow \nSite');\n\nWHEREAS, Lycos is the owner or licensee of certain Web services and other search\nand content areas, which are accessible through the URL www.lycos.com (the \n'Lycos Site');\n\nWHEREAS, Tripod is the owner or licensee of certain Web services and other \nsearch and content areas, which are accessible through the URL www.tripod.com \n(the 'Tripod Site');\n\nWHEREAS, CDnow desires that Lycos integrate links from the Lycos Site and the \nTripod Site to a co-branded version of the CDnow Site so that Lycos' and \nTripod's users may have convenient access to the CDnow Site;\n\nNOW, THEREFORE, the parties hereto for good and valuable consideration, the \nreceipt and sufficiency of which are hereby acknowledged, and intending to be \nlegally bound, hereby agree as follows:\n\n1. DEFINITIONS. Capitalized terms not otherwise defined in this Agreement will \nhave the following meanings:\n\n     (a)  'Above-the-fold' shall mean situated within the portion of a page that\nis designed to be visible on a standard computer screen with a resolution of 640\npixels by 480 pixels without requiring the user to scroll horizontally or \nvertically throughout the page.\n\n     (b)  'Active Cosmic Credit Site' shall mean a website that has been \nregistered in CDnow's affiliate website program known as the 'Cosmic Credit \nProgram' through the Cosmic Credit links provided by CDnow on either Lycos' Site\nor Tripod's Site, and which has generated one non-returned purchase of a product\non CDnow's Site.\n\n     (c)  'Beyond the Banner' shall mean any type of promotion which involves \npromotional techniques other than the placement of standard advertising banners \nor standard advertising buttons and links.\n\n     (d)  'Carry-through Bar' shall mean a linking bar containing one or more of\nthe Proprietary Features of any or all of the parties which connects the \nCo-branded Pages and Lycos' Site and Tripod's Site.\n\n     (e)  'CDnow Branded Link' shall mean a link which contains a CDnow approved\nProprietary Feature of CDnow, is located on Lycos' Site or Tripod's Site and \nwill take Lycos' or Tripod's users to the Co-branded Pages where such users may \npurchase CDnow's products.\n\n                                       1\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (f)  'Click-through' shall mean a user presence at the Co-branded Pages\nwhich originated from a CDnow Branded Link found on a guaranteed Page View, and\nwhich initiates a Session.\n\n     (g)  'Co-branded Pages' shall mean pages of CDnow's Site which a visitor\nfrom Lycos' Site or Tripod's Site will link to and which shall display certain\nProprietary Features of both Lycos or Tripod and CDnow. The Co-branded Pages can\nonly be viewed by a visitor who links to them directly from Lycos or Tripod or\nthrough a stored URL (e.g. bookmark or similar technological storage mechanism).\nThe Co-branded Pages will reside will reside on CDnow's server(s).\n\n     (h)  'Competitor' shall mean (i) any of the Entities listed on Exhibit A,\nattached hereto and made a part hereof, and (ii) any Entity that is [XXX].\n\n     (i)  'Entity' means any individual, limited liability company,\npartnership, corporation, or division, subsidiary or business unit thereof,\nretail site, World Wide Web site or other entity.\n\n     (j)  'Launch Date' shall mean the date on which Lycos and Tripod make the\nCDnow Branded Links available to users in accordance with the placement terms\nset forth in Sections 2(a) and 2(b), provided that CDnow has approved such\nplacements (which approval shall not be unreasonably withheld or delayed) prior\nto the launch. CDnow, Lycos and Tripod shall use commercially reasonable efforts\nto develop and deliver as necessary to each other, within three (3) weeks of the\nEffective Date, any and all URLs, URL formats (as applicable), content, and\nother materials necessary for Lycos and Tripod to make available the CDnow\nBranded Links. Subsequent to the delivery of all necessary materials to Lycos\nand Tripod, Lycos and Tripod shall use commercially reasonable efforts to make\navailable the CDnow Branded Links to their respective users within three (3)\nweeks of such delivery.\n\n     (k)  'Lycos Branded Link' shall mean a link which contains a Lycos\nProprietary Feature, is located on CDnow's Site and will take CDnow's users to\npages on Lycos' Site which pages will contain a Carry-through Bar which can\nreturn users to the Co-branded Pages.\n\n     (l)  'New Customer' shall mean any user that transfers from Lycos' Site or \nTripod's Site directly to a Co-Branded Page, cerates a first-time account and at\nthat time or at any time thereafter during the Term of this Agreement makes a\nfirst purchase of any product at CDnow's Site, which product is also shipped by\nCDnow's distributor.\n\n     (m)  'Page View' shall mean a user's viewing of any webpage of Lycos' Site\nor Tripod's Site containing a CDnow Branded Link.\n\n     (n)  'Promotion Schedule' shall mean a written term sheet signed by an\nauthorized representative of each party pertaining to a promotion or special\nmarketing event entered into by both parties and describing the obligations of\neach party with regard to such promotion or special marketing event.\n\n     (o)  'Proprietary Feature' shall mean any trademark, service mark, trade\nname, domain name, text message, navigational element or design logo which is\nproprietary to Lycos\/Tripod and\/or CDnow.\n\n     (p)  'Session' shall mean the delivery of any or all of the Co-branded\nPages to a user where no two pages are delivered more than two hours apart.\n\n                                       2\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \n     (q)  'Term' is defined in Section 12 of this Agreement.\n\n     (r)  'Tripod Branded Link' shall mean a link which contains a Tripod \nProprietary Feature, is located on CDnow's Site and will take CDnow's users to \npages on Tripod's Site (which pages will contain a Carry-through Bar which can \nreturn users to the Co-branded Pages) where such users may use Tripod's \nproprietary 'Homepage Builder' Software.\n\n     (s)  'URL' shall mean Universal Resource Locator.\n\n2. LINKING.\n     \n     (a) CDNOW BRANDED LINK PLACEMENT. Lycos and Tripod shall place CDnow \nBranded Links on Lycos' Site and Tripod's Site in accordance with the \nrequirements set forth in this Section 2(a).\n\n          (i)  Lycos and Tripod will place the following on the pages indicated\n(and all existing or future equivalents, extensions, additions or replacements \nof such areas\/pages on the Lycos and Tripod Sites). Unless otherwise specified \nherein, such links shall be permanent and non-rotating and where practically \nfeasible, Above-the-fold. The links shall be placed in accordance with Exhibit \nB (which is attached hereto and made a part hereof) unless otherwise agreed by \nthe parties.\n\n               (1)  On the Lycos Site, Lycos shall place:\n\n                    (A)  CDnow Branded Links on the following pages: [XXX]\n\n                    (B)  CDnow branded text links on the following pages: [XXX]\n\n               (2)  On the Tripod Site, Tripod shall place:\n\n                    (A)  CDnow Branded Links on the following pages: [XXX]\n\n          (ii) Tripod will place a permanent CDnow Branded Link on the [XXX]\n\n                                       3\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \n          (iii) Lycos and Tripod represent and warrant that they will place the \nCDnow Branded Links on their respective Sites in a manner that is at least as\ngood or better than any other third party links on such Sites that are of a\nsimilar nature and function as the CDnow Branded Links. Lycos and Tripod agree\nthat CDnow may vary the elements of the CDnow Branded Links not more than [XXX]\nper month upon [XXX] notice in writing (including e-mail). Futhermore, the\nparties agree to work together in good faith to identify and implement\nappropriate placement of the CDnow Branded Links throughout Lycos' Site and\nTripod's Site, including all necessary testing of the performance of such CDnow\nBranded Links. Prior to implementing any modifications to the CDnow Branded\nLinks not requested by CDnow, Lycos and Tripod will consult with CDnow in good\nfaith regarding such changes. CDnow, agrees to collaborate with Lycos' and\nTripod's production staff in designing and implementing changes to CDnow Branded\nLinks.\n\n          (iv)  Lycos and Tripod will place a CDnow 'mini-store' consisting of \nHTML pages on their respective Sites (the design, placement and content of such \n'mini-store' to be mutually agreed upon by the parties, although generally the\ncontent shall contain brief descriptions of musical genres and albums, as well\nas links to CDnow's Site enabling users to purchase such albums), as soon as\npracticably feasible after the Effective Date, based on the parties acting\ndiligently and in good faith beginning on the Effective Date to implement such\nmini-store.\n\n          (v)\n\n               (A)  Each quarter of the Term, each of Lycos and Tripod agree to \nprovide CDnow with two [XXX] of promotional placement on their respective home \npages, such promotions to be provided by CDnow as demonstrated in Exhibit B.\n\n               (B)  During the Term, Lycos shall provide CDnow with the \nopportunity to participate in [XXX] of the promotions which Lycos develops for\nits home page. Lycos will provide CDnow with reasonable advance notice of each\nsuch promotion. CDnow shall receive all user information available from such\npromotions within two weeks of the end of the promotions.\n\n          (vi)  CDnow acknowledges that the depictions of webpages attached as \nExhibits to this Agreement reflect the current iterations of those webpages, and\nthat Lycos and Tripod, consistent with their need to maintain creative control \nof their respective Sites, may modify those webpages; provided, however, that \nthe relative prominence of the CDnow Branded Links shall be maintained on the \nredesigned webpages in accordance with the obligations of the parties under \nSection 2(a)(ii). In addition, Lycos and Tripod agree to reasonably consider \nrecommendations from CDnow regarding placement of CDnow Branded Links in areas \nof Lycos' Site and Tripod's Site not set forth in this Agreement. Nothing in \nthis section shall be construed as obliging Lycos or Tripod to accept CDnow's \nrecommendations.\n\n          (vii) Lycos will place CDnow Branded Links and certain promotional \ncontent provided by CDnow (such content to be mutually agreed upon by the \nparties and updated as necessary by CDnow) in the [XXX].\n\n     (b) MINIMUM PAGE VIEW GUARANTEES.\n\n                                       4\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \n          (i)   During the first year of the Term, Lycos and Tripod, \ncollectively, will deliver a minimum aggregate of [XXX] Page Views. Lycos \nwill deliver [XXX] of such aggregate Page Views and Tripod will \ndeliver [XXX] of such aggregate Page Views. If Lycos fails to \ndeliver such minimum guaranteed Page Views, [XXX].\n\n          (ii)  During the second year of the Term, Lycos and Tripod, \ncollectively, will deliver a minimum aggregate of [XXX] Page Views. The \ndistribution of such aggregate Page Views between Lycos and Tripod shall be the \n[XXX].\n\n          (iii) During the third year of the Term, Lycos and Tripod, \ncollectively, will deliver a minimum aggregate of [XXX] Page Views. The \ndistribution of such aggregate Page Views between Lycos and Tripod shall be the \n[XXX].\n\n     (c)  LINK DEVELOPMENT. Lycos and Tripod shall produce the CDnow Branded \nLinks and Carry-through Bar, and CDnow will supply Lycos and Tripod with all \ninformation, artwork, logos, trademarks and URLs needed to produce such CDnow \nBranded Links and Carry-through Bar. In the event that CDnow is requested by \nLycos or Tripod to produce the CDnow Branded Links, Carry-through Bar or other \nelements of the Co-branded Pages, CDnow shall produce such items and Lycos or \nTripod (as appropriate) will supply CDnow with all information, artwork, logos, \ntrademarks and URLs necessary, in a format specified by CDnow.\n\n     (d)  TRIPOD BRANDED LINKS. Tripod shall be a premier 'Homepage Builder' \nprovider for CDnow users, and CDnow shall place a Tripod Branded Link on CDnow's\nSite, at its discretion. CDnow agrees that if it places the Tripod Branded Links\non its Site such links shall be placed in a manner at least as good as any third\nparty links that provide similar services as Tripod under similar business\nconditions.\n\n     (e)  LYCOS BRANDED LINKS. Lycos shall be a premier 'Search, Directory and \nNavigation' provider for CDnow users, and CDnow shall place a Lycos Branded Link\non CDnow's Site, at its discretion. CDnow agrees that if it places the Lycos \nBranded Links on its Site such links shall be placed in a manner at least as \ngood as any third party links that provide similar services as Lycos under \nsimilar business conditions.\n\n     (f)  COSMIC CREDIT. Lycos will include CDnow's Cosmic Credit websites in \nits search result listings. CDnow will provide Lycos with the URLs of both \nexisting and future Cosmic Credit websites.\n\n3. PAYMENTS; AUDIT; REPORTING.\n\n     (a)  MARKETING FEE. During the Term, in consideration of Lycos and Tripod \nfulfilling their obligations under this Agreement and subject to terms of this \nAgreement, CDnow will pay Lycos marketing fees, as follows:\n\n                                       5\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \n          (i) $16,500,000 in accordance with the following schedules:\n\n          Year 1\n          ------\n\n<font size=\"2\">          Date                                    Payment \n          ----                                    -------\n\n          Upon the Effective Date                 $1,500,000.00\n          Upon the Launch Date                    $1,500,000.00\n          Upon the date on which all\n          competitive advertising is\n          removed from Lycos's and Tripod's\n          Sites as set forth in Exhibit D and \n          When Lycos and Tripod are in full\n          compliance with the provisions set\n          forth in Article 5 of this Agreement    $1,500,000.00\n\n\n          Year 2\n          ------\n\n          Date                                    Payment\n          ----                                    -------\n\n          First day of the 5th quarter\/*\/         $1,375,000.00\n          First day of the 6th quarter\/*\/         $1,375,000.00\n          First day of the 7th quarter\/*\/         $1,375,000.00\n          First day of the 8th quarter\/*\/         $1,375,000.00\n\n          \n          Year 3\n          ------\n\n          Date                                    Payment\n          ----                                    -------\n\n          First day of the 9th quarter\/*\/         $1,625,000.00 \n          First day of the 10th quarter\/*\/        $1,625,000.00 \n          First day of the 11th quarter\/*\/        $1,625,000.00 \n          First day of the 12th quarter\/*\/        $1,625,000.00  \n\n*following the Launch Date\n\n<\/font>          (ii)  [XXX] in cash for each New Customer to be paid within thirty \n(30) days of the end of each quarter in which such New Customer are acquired.\n\n          (iii) [XXX] in cash for each Active Cosmic Credit Site to be paid \nwithin thirty (30) days of the end of each quarter in which such Active Cosmic \nCredit Sites are acquired.\n\n     (B) STOCK ISSUANCE AND VESTING TERMS.\n\n          (i)   In consideration of Lycos' and Tripod's fulfilling their \nobligations under this Agreement and subject to the terms of this Agreement, \nCDnow shall issued to Lycos, on the Effective Date, a number of shares (the \n'Shares') of Common Stock, no par value (the 'Common Stock') to\n\n                                       6\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \nbe determined by dividing [XXX] by the average closing price of CDnow's \nCommon Stock on the NASDAQ National Market System for the five (5) trading days \nprior to the Effective Date. [XXX]\n\n          (ii)  Notwithstanding anything to the contrary set forth herein, if \n[XXX]\n\n          (iii) The certificates representing shares subscribed for hereunder \nwill bear the following legends:\n\nTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE \nSECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES \nLAW. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, \nTRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION\nSTATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, UNLESS, IN THE\nOPINION (WHICH SHALL BE IN FORM AND SUBSTANCE\n\n                                       7\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \nREASONABLY SATISFACTORY TO THE CORPORATION) OF COUNSEL REASONABLY SATISFACTORY \nTO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.\n\nTHE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS \nCERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN LINKING \nAGREEMENT DATED AS OF MARCH ___, 1998, AS AMENDED FROM TIME TO TIME, BY AND \nAMONG CDNOW, INC. AND CERTAIN OTHER PARTIES. COPIES OF SUCH AGREEMENT MAY BE \nOBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS \nCERTIFICATE TO THE SECRETARY OF THE CDNOW, INC.\n\n          (iv)   The total authorized capital stock of CDnow consists of \n50,000,000 shares of Common Stock, no par value, and 10,000,000 shares of \npreferred stock, no par value (of which no shares are outstanding). All of the \noutstanding shares of Common Stock have been duly authorized and are validly \nissued, fully paid and non-assessable. None of the Lycos Shares are subject to \nany preemptive rights. The Lycos Shares, when issued and delivered against \npayment thereof in accordance with this Agreement, will be duly authorized, \nvalidly issued, fully paid and nonassessable\n\n          (v)    The Shares are being acquired for investment and not with a \nview to the distribution or resale thereof, the effect of which is that such \nShares must be held indefinitely unless subsequently registered under the \nSecurities Act of 1933, as amended (the 'Act'), or an exemption from such \nregistration is available.\n\n          (vi)   Lycos is an 'accredited investor' as such term is defined in \nRule 501(a) of Regulation D promulgated under the Act. Lycos' present and \nanticipated financial position permits it to purchase and hold the Shares\nindefinitely for investment purposes. Lycos acknowledges that it is thoroughly \nfamiliar with the business of CDnow and has made all investigations which it \ndeems necessary or desirable in connection with the acquisition of the Shares.\n\n          (vii)  CDnow has informed Lycos that:\n                 \n                 (A) the Shares have not and will not be registered under the\n     Act or under any applicable state securities law and must be held by it\n     indefinitely unless they are subsequently so registered or unless an\n     exemption from such registration is available;\n     \n                 (B) CDnow is under no obligation to register the Shares under\n     any circumstances or to attempt to make available any exemption from\n     registration under the Act or any applicable state securities law, at its\n     expense or otherwise; and\n\n                 (C) if, at a time when registration is required, it is legally \n     and contractually permissible for Lycos to sell the Shares privately\n     without registration, any Shares so sold will be restricted in the hands of\n     the purchaser.\n\n          (viii) Lycos will not make any sale or other transfer of the Shares in\nviolation of the Act, any state securities laws or the terms of this Agreement.\n\n     (c)  AUDIT RIGHTS; UNDER\/OVER PAYMENTS.  Each party shall maintain complete\nand accurate records in accordance with US Generally Accepted Accounting \nPrinciples (GAAP) for all transactions which are the subject of this Agreement \nfor not less than (3) years after the last payment is due under this Agreement. \nA 'big six' or other mutually acceptable accounting firm that is independent to \nLycos, Tripod and CDnow retained by a party (the auditing party) shall have\naccess to such records of the other party (the audited party), upon reasonable\nnotice, for the purposes of audit during normal business hours, for so long as\nsuch records are required to be maintained. If such\n\n                                       8\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \naccounting firm determines that any additional payment is due the auditing party\nby the audited party, and such payment is not the subject of a good faith \ndispute between the parties, then the audited party shall promptly make payment \nof such amount to the auditing party. If a party overpays the other party, the \nparty that has made such overpayment shall be entitled to a credit against the \nnext payment due to the other party in the amount of the overpayment, unless \nsuch overpayment is the subject of a good faith dispute between the parties or \nno further payments are due under this Agreement, in which case, the party that \nhas received the overpayment will promptly refund to the other party the amount \nof the overpayment.\n\n      (d) REPORTING.\n\n          (i)  CDnow shall provide Lycos and Tripod with a monthly report \nlisting the number of New Customers and Active Cosmic Credit Sites generated \nfrom Lycos' Site and Tripod's Site and calculated, in sufficient detail, for \nLycos to determine the amounts payable by CDnow to Lycos and Tripod hereunder. \nSuch report is to be used by Lycos and Tripod to actively track whether CDnow is\nfulfilling its obligations under this Agreement.\n\n          (ii) Beginning on the Effective Date, Lycos and Tripod will provide \nCDnow with weekly reports of Page Views [XXX] delivered to users of Lycos' Site\nand Tripod's Site during the immediately preceding week in a form and via media\nmutually agreeable to the parties. Such report is to be used by CDnow to\nactively track whether Lycos and Tripod are fulfilling their collective\nobligations under this Agreement.\n\n4.  [XXX]\n\n                                       9\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n5. EXCLUSIVITY.\n\n     (a)  In no event will Lycos or Tripod: [XXX]\n          \n     (b)  [XXX]\n\n     (c)  Lycos and Tripod shall offer to CDnow a right-of-first-offer and\nright-of-first-negotiation for any and all opportunities that Lycos and\/or\nTripod (as the case may be) intend to offer to any other music seller, and, once\nLycos and\/or Tripod (as the case may be) inform CDnow of each such opportunity\nand if CDnow informs Lycos and\/or Tripod (as the case may be) of its interest in\neach such opportunity, Lycos and\/or Tripod (as the case may be) and CDnow agree\nto diligently negotiate in good faith for not less than [XXX] a binding\nagreement concerning each such opportunity. Lycos will use best efforts to\nobtain a right-of-first-offer and right-of-first-negotiation for any and all\nopportunities that may be available to any other music seller for any\ninternational properties in which Lycos maintains an ownership interest or\nlicensing arrangement. In particular, Lycos shall immediately introduce CDnow to\nthe appropriate business development personnel responsible for electronic\ncommerce at the Lycos\/European joint venture, Lycos Bertelsmann Gmbh.\n\n6. THE CO-BRANDED PAGES. CDnow shall place a Carry-through Bar on the Co-branded\nPages which will allow the visitor to return to Lycos' Site and Tripod's Site.\nCDnow, Lycos and Tripod shall mutually agree upon the overall design of the \nCarry-through Bar within the specifications provided by CDnow in the Carry-\nthrough Bar Specifications, attached hereto as Exhibit C and made a part hereof.\n\n                                      10\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \n7.  FULFILLMENT. CDnow shall have the sole right and responsibility for\nprocessing all orders through every aspect of the retail transaction, including\nreceiving, filling, shipping and handling, collecting payment, tracking and\ntransaction security. All orders for CDnow's products shall be placed by\ncustomers directly with CDnow and shall be subject to acceptance by CDnow. All\norders accepted shall be subject to acceptance by CDnow. All order accepted\nshall be subject to the terms and conditions of CDnow's then current terms and\nconditions of sale. Such terms may be changed at any time, without notice to\nLycos or Tripod. CDnow shall have no obligation to ship any orders unless\npayment in full is received in advance. Prices for the products shall be set\nsolely by CDnow. CDnow may, at its discretion, change its prices at any time,\nwithout notice to Lycos or Tripod.\n\n8.  SPECIAL PROMOTIONS.\n\n      (a)  Lycos and Tripod acknowledge that in the event that the parties enter\ninto any special marketing and promotional activities together there may be\nadditional costs including, but not limited to warehousing costs, management\nfees and fulfillment fees, associated with such activities. The parties shall\nagree in advance in a Promotion Schedule as to the scope of such special\nmarketing and promotional activities and the amount of funds and\/or other\nresources to be contributed to such activities by CDnow, Lycos and Tripod. Any\nand all Promotion Schedules shall be appended to this Agreement.\n\n      (b)  During each year of the Term, Tripod agrees to prominently promote\nCDnow in [XXX] of its electronic newsletters which it sends to its users\n(minimum [XXX] deliveries per month). CDnow will provide the material for\ninclusion in a format specified by Tripod. CDnow agrees to cooperate with\nTripod's editorial staff in formulating the content of its promotion to ensure\nthat it is consistent with Tripod's editorial content. The timing of CDnow's\ninclusion will be mutually agreed upon in advance by the parties.\n\n9.  STAFFING. Each party agrees to provide staffing sufficient for such party to\nmeet its obligations under this Agreement in a timely manner. Further, each\nparty shall appoint a relationship manager who shall have responsibility for\nmanaging the day-to-day activities of the party under this Agreement.\n\n10. RIGHT OF NEGOTIATION. In the event that CDnow desires to renew this \nAgreement at the end of the Term, Lycos and Tripod agree to promptly and \ndiligently negotiate with CDnow in good faith to determine reasonable terms and \nconditions of renewal, beginning not less than [XXX] prior to the end of the \nTerm of this Agreement. During the Term, Lycos and Tripod agree not to enter \ninto any discussions, negotiations, agreements or the like with any seller of \nmusic regarding Lycos' Site and Tripod's Site; provided, however, that Lycos and\nTripod are free to do so in the last [XXX] of the Term if Lycos' Site and the \nparties have not agreed upon renewal terms prior to such time.\n\n11. LICENSE; OWNERSHIP.\n\n      (a)  Each party hereby grants to the other party, during the Term of this \nAgreement, a non-exclusive, non-transferable license to use its names, logos, \ntrademarks and service marks, copyrights and proprietary technology solely as \nreasonably necessary to perform its obligations under this Agreement; provided, \nhowever, that any promotional materials containing a party's name will be \nsubject to the other party's prior written approval.\n\n      (b)  Each party owns and shall retain all right, title and interest in its\nnames, logos, trademarks and service marks, copyrights and proprietary\ntechnology including without limitation, those names, logos, trademarks and\nservice marks, copyrights and proprietary technology currently used or any which\nmay be developed in the future. No party shall copy, distribute, reproduce or\nuse the other\n             \n                                      11\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nparties' names, logos, trademarks and service marks, copyrights and proprietary\ntechnology except as expressly permitted under this Agreement. Upon notice from\na party, the other party shall immediately terminate the use of any advertising\nmaterials using the notifying party's name or logo.\n\n     (c)  No party shall contest or impair, directly or indirectly, the other \nparties' ownership of any of such other party's names, logos, trademarks and \nservice marks, copyrights, Proprietary Features and proprietary technology, \nanywhere, nor the fact that the use of such names, logos, trademarks and service\nmarks, copyrights and proprietary technology by it will inure to the benefit of\nthe other party. No party will assist others to contest or impair the same and \neach party hereby expressly acknowledges the other parties' superior rights\ntherein.\n\n12.  TERM AND TERMINATION. The term of this Agreement shall commence upon the \nEffective Date and shall continue for three (3) years from the Launch Date\n(the 'Term'), unless previously terminated as set forth below. The first year\nof the Term shall end twelve months after the Launch Date. The second year of \nthe Term shall end twenty-four months after the Launch Date, and so on.\n\n     (a)  During the Term:\n\n               (i)  Any party may terminate this Agreement at any time: (A) \n     immediately upon written notice if another party becomes insolvent,\n     files a petition in bankruptcy or makes an assignment for the benefit of \n     its creditors; or (B) thirty (30) days after the written notice to another\n     party of such other party's breach of any of its material obligations\n     under this Agreement, which breach is not remedied within such 30-day\n     period. Such termination shall not relieve the party in breach from\n     liability for the performance of its obligations prior to such termination\n     and shall be in addition to all other rights and remedies the terminating\n     party may have available to it under this Agreement or at law or in\n     equity;\n\n               (ii) Lycos or Tripod's failure to meet the Launch Date shall \n     constitute a breach of a material obligation under this Agreement.\n\n               (iii) CDnow shall have the right to terminate this Agreement\nupon thirty (30) days written notice in the event that Lycos enters into any \nmerger, acquisition, transfer of control, sale of substantial assets or similar\ntransaction with any Competitor.\n\n     (b)  Upon the termination or expiration of this Agreement, each party \nwill: (i) immediately cease any and all use of the other parties intellectual\nproperty, including, without limitation, the other party's trademarks,\ntradenames, service marks, and other proprietary indicia; and (ii) promptly\n(within ten (10) days) return all assets (digital, proprietary or otherwise)\nbelonging to the other.\n\n     (c)  1, 3(b)(ii), 3(b)(iii), 3(b)(v), 3(b)(vii), 3(b)(viii), 3(c), 7,\n11(b), 11(C), 14, 15 and 16 shall survive termination of this Agreement.\n\n13.  REPRESENTATIONS.\n\n     (a)  Each party represents and warrants that it has, and will retain \nduring the Term hereof, all right, title and authority to enter into this \nAgreement, to grand the other parties the rights and licenses herein granted to \nperform all of its obligations under this Agreement.\n\n     (b)  Each party represents and warrants that (i) there are no \nrestrictions, agreements or understandings whatsoever to which the representing \nparty is a party which would prevent or make unlawful its execution of this \nAgreement or its engagement hereunder; and (ii) that its execution of\n\n                                      12\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nthis Agreement and its engagement hereunder shall not constitute a breach of any\ncontract, agreement or understanding, oral or written, to which it is a party or\nby which it is bound.\n\n     (c)  CDnow represents and warrants that to its knowledge any content \nprovided by CDnow and displayed on CDnow's Site, the Co-branded Pages or Lycos'\nor Tripod's Sites does not constitute defamation or invasion of the right of\nprivacy or publicity, or infringement of the copyright, trademark or other \nintellectual property right, of any third party. This representation and \nwarranty shall specifically not apply to content provided by visitors to the Co-\nbranded Pages, Lycos' Site, Tripod's Site or CDnow's Site such as visitors who\nuse chat rooms, bulletin boards, or other forums on such Site which allow\nvisitors to display material that is not within the control of CDnow.\n\n     (d)  Lycos and Tripod jointly and severally represent and warrant that to \nthe knowledge of either party any content provided by Lycos or Tripod and \ndisplayed on the Co-branded Pages, CDnow's Site or Lycos' Site and Tripod's Site\ndoes not constitute defamation or invasion of the right or privacy or publicity,\nor infringement of the copyright, trademark or other intellectual property \nright, of any third party. This representation and warranty shall specifically \nnot apply to content provided by visitors to the Co-branded Pages, Lycos' Site \nand Tripod's Site or Cdnow's Site such as visitors who use chat rooms, bulletin \nboards, or other forums on such Site which allow visitors to display material \nthat is not within the control of Lycos or Tripod.\n\n     (e)  Lycos and Tripod jointly and severally represent and warrant that (i) \nthey will continue to expend at least the same amount of resources (e.g. budget,\nstaff) as they are currently committing as of the time of execution of this \nAgreement for Lycos' Site and Tripod's Site; and (ii) they will not develop or \npromote any space on Lycos' Site or Tripod's Site which would contain any \nCompetitor's advertising or promotions for the category of music and which \nfunctions in a substantially similar manner to or provides the user with a \nsubstantially similar experience as the spaces on Lycos' Site and Tripod's Site \nthat contain CDnow Branded Links as contemplated by this Agreement.\n\n14.  INDEMNIFICATION.\n\n     (a)  INDEMNIFICATION BY CDNOW. CDnow shall indemnify, defend and hold \nharmless Lycos and Tripod and its affiliates, and their respective shareholders,\ndirectors, officers, employees and agents, against any and all claims, actions, \nliabilities, losses, and expenses (including reasonable attorneys' fees) brought\nby a third party relating to or arising out of any claim that any content \nprovided by CDnow and displayed on the Co-branded Pages. CDnow's Site, Lycos' \nSite and Tripod's Site constitutes a defamation or invasion of the right of \nprivacy or publicity, or infringement of the copyright, trademark or other \nintellectual property right, of any third party. This indemnity shall \nspecifically not apply to content provided by visitors to the Co-branded Pages, \nCDnow's Site, Lycos' Site and Tripod's Site such as visitors who use CDnow's\nchat rooms, bulletin boards, or other forums which allow visitors to display\nmaterial that is not within the control of CDnow.\n\n     (b)  INDEMNIFICATION BY LYCOS AND TRIPOD. Lycos and Tripod shall \nindemnify, defend and hold harmless CDnow and its affiliates, and their \nrespective shareholders, directors, officers, employees and agents, against any \nand all claims, actions, liabilities, losses, and expenses (including reasonable\nattorneys' fees) brought by a third party relating to or arising out of any \nclaim that any content provided by Lycos and Tripod and displayed on the \nCo-branded Pages, CDnow's Site or Lycos' Site and Tripod's Site constitutes a \ndefamation or invasion of the right of privacy or publicity, or infringement of \nthe copyright, trademark or other intellectual property right, of any third \nparty. This indemnity shall specifically not apply to content provided by \nvisitors to the Co-branded Pages, Tripod's Site or CDnow's Site such as visitors\nwho use chat rooms bulletin boards, or other forums on such Site which allow \nvisitors who use chat rooms, bulletin boards, or other forums on such Site \nwhich allow visitors to display material that is not within the control of Lycos\nand Tripod.\n\n                                      13\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (c)  OBLIGATIONS OF THE INDEMNIFIED PARTY. The indemnified party shall \npromptly provide the indemnifying party with written notice of any claim which \nthe indemnified party believes falls within the scope of this Section 14(c); \nprovided, however, that, except to the extent the indemnifying party is actually\nprejudiced by the indemnified party's failure to provide such prompt notice, \nsuch failure to provide prompt notice hereunder shall not limit the indemnified \nparty's rights under this Paragraph 15(c). The indemnified party may, at its own\nexpense, assist in the defense of any such claim if it so chooses, provided that\nthe indemnifying party shall control such defense and all negotiations relative\nto the settlement of any such claim.\n\n     (d)  SETTLEMENT. No party shall, without the prior written consent of \nanother party, settle, compromise or consent to the entry of any judgement with \nrespect to any pending or threatened claim unless the settlement, compromise or \nconsent provides for and includes an express, unconditional release of all \nclaims, damages, liabilities, costs and expenses, including reasonable legal \nfees and expenses, against the indemnified party.\n\n15. CONFIDENTIALITY; PUBLIC RELATIONS.\n\n     (a)  NON-DISCLOSURE AGREEMENT. The parties acknowledge that, as a result of\nnegotiating, entering into and performing this Agreement, each party has and\nwill have access to certain of the other party's Confidential Information (as\ndefined below). Each party also understands that misuse and\/or disclosure of\nthat information could adversely affect the other party's business. Accordingly,\nduring the Term of this Agreement and thereafter, each party shall use and\nreproduce the other party's Confidential Information only for purposes of this\nAgreement and only to the extent necessary for such purpose and shall restrict\ndisclosure of the other party's Confidential Information to its employees,\nconsultants or independent contractors with a need to know and shall not\ndisclose the other party's Confidential Information to any third party without\nthe prior written approval of the other party. Notwithstanding the foregoing, it\nshall not be a breach of this Agreement for either party to disclose\nConfidential Information of the other party if required to do so under law or in\na judicial or other governmental investigation or proceeding, provided the other\nparty has been given prior notice and the disclosing party has sought all\navailable safeguards against widespread dissemination prior to such disclosure.\n\n     (b)  CONFIDENTIAL INFORMATION DEFINED. As used in this Agreement, the term\n'Confidential Information' refers to: (i) the terms and conditions of this\nAgreement; (ii) each party's trade secrets, business plans, strategies, methods\nand\/or practices; and (iii) other information relating to either party that is\nnot generally known to the public, including information about either party's\npersonnel, products, customers, marketing strategies, services or future\nbusiness plans. Notwithstanding the foregoing, the term 'Confidential\nInformation' specifically excludes (A) information that is now in the public\ndomain or subsequently enters the public domain by publication or otherwise\nthrough no action or fault of the other party; (B) information that is known to\neither party without restriction, prior to receipt from the other party under\nthis Agreement, from its own independent sources as evidenced by such party's\nwritten records, and which was not acquired, directly or indirectly, from the\nother party; (C) information that either party receives from any third party\nreasonably known by such receiving party to have a legal right to transmit such\ninformation, and not under any obligation to keep such information confidential;\nand (D) information independently developed by either party's employees or\nagents provided that either party can show that those same employees or agents\nhad no access to the Confidential Information received hereunder.\n\n     (c)  NOTIFICATIONS REQUIRED BY LAW OR REGULATION. The parties agree that it\nshall not be deemed a breach of this Agreement for any party to disclose the \nterms and conditions of this Agreement in any regulatory filing with the \nSecurities &amp; Exchange Commission, any stock exchange\n\n                                      14\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nor the NASDAQ National Market, which such party determines in good faith is \nrequired, provided such party seeks confidential treatment of the material \nfinancial terms and conditions of this Agreement.\n\n     (d)  PUBLICITY. No party will make any detailed announcements or statements\nto the public or create any written materials concerning the relationship \nbetween them without the prior written consent of the other, which is not to be \nunreasonably withheld or delayed. In no event shall either party or any content,\nproducts or services present on either party's website or service disparage the \nother party or any of the other party's affiliates.\n\n     (e)  PRESS RELEASES. Lycos, Tripod and CDnow shall jointly prepare a press \nrelease concerning the existence of this Agreement and mutually agree upon the \ncontents of such press release.\n\n16.  MISCELLANEOUS.\n\n     (a)  INDULGENCES, ETC. Neither the failure nor any delay on the part of any\nparty to exercise any right, remedy, power or privilege under this Agreement \nshall operate as a waiver thereof, nor shall any single or partial exercise of \nany right, remedy, power or privilege preclude any other or further exercise of \nthe same or of any other right, remedy, power or privilege, nor shall any waiver\nof any right, remedy, power or privilege with respect to any occurrence be \nconstrued as a waiver of such right, remedy, power or privilege with respect to \nany other occurrence or as a waiver of any other right, remedy, power or \nprivilege.\n\n     (b)  CONTROLLING LAW. This Agreement and all questions relating to its \nvalidity, interpretation, performance and enforcement, shall be governed by and \nconstrued in accordance with the laws of the Commonwealth of Massachusetts, \nother than conflicting choice of law provisions.\n\n     (c)  NOTICES. All notices, requests, demands, and other communications \nrequired or permitted under this Agreement and the transactions contemplated \nherein shall be in writing and shall be deemed to have been duly given, made and\nreceived when delivered against receipt or when sent by United States registered\nmail, return receipt requested, postage prepaid, addressed as set forth below:\n\n \n                                                         \n(i) If to CDnow:              (ii) If to Lycos or Tripod:    (iii) With a copy to:           \n    CDnow, Inc.                    Lycos, Inc.                     Michael J. Riccio, Esq.   \n    610 Old York Road              400-2 Totten Pond Rd.           Hutchins, Wheeler &amp; Dittmar\n    Jenkintown, PA 19046           Waltham, MA 02154               101 Federal Street         \n    Attn: General Counsel          Attn: CFO                       Boston, MA 02110\n \n\nIn addition, notice by mail shall be by air mail if posted outside of the \ncontinental United States. Any party may alter the address to which \ncommunications or copies are to be sent by giving notice of such change of \naddress in the manner set forth herein.\n\n     (d)  PROVISIONS SEPARABLE. The provisions of this Agreement are independent\nof and separable from each other, and no provision shall be affected or rendered\ninvalid or unenforceable by virtue of the fact that for any reason any other or \nothers of them may be invalid or unenforceable in whole or in part.\n\n     (e)  ENTIRE AGREEMENT. The terms and conditions of this Agreement \nrepresent the entire understanding between the parties hereto with respect to \nthe subject matter hereof, and supersede all prior and contemporaneous \nagreements and understandings, inducements or conditions, express or implied, \noral or written. The express terms hereof control and supersede any course of \nperformance\n\n                                      15\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nand\/or usage of trade inconsistent with any of the terms hereof. This Agreement\nmay not be modified or amended other than by an agreement in writing signed by\nall parties.\n\n     (f)  SECTION HEADINGS. The section headings in this Agreement are for \nconvenience only; they form no part of this Agreement and shall not affect its \ninterpretation.\n\n     (g)  TELEFAXES CONSTITUTE VALID DOCUMENTS. This Agreement and subsequent \nmodifications may be transmitted by telecopy facsimile machine and such \nfacsimile copy shall be deemed an original if all pages thereof are initialed \nand the Agreement or modifications are signed by the duly authorized \nrepresentative of the parties. Such facsimiles shall constitute valid, binding \ndocuments and shall be regarded as such upon receipt. The original of the \ndocument sent by telefax shall be promptly sent within seventy-two (72) hours \novernight courier or first class mail to the receiving party so that accurate \nfiles may be maintained. Failure to send timely any original document shall not \naffect the validity or binding nature of such document.\n\n     (h)  FORCE MAJEURE. No party shall be held to be in breach of this \nAgreement by reason of any failure or delay in its performance hereunder if such\nfailure is due to causes beyond its reasonable control, including but not\nlimited to, acts of the other party, acts of God, delays in transportation,\ninability beyond its reasonable control to obtain necessary labor or materials,\nor events such as fires, floods, earthquakes, storms, war, act of public enemy,\ncivil commotions and the like or by any law, rule, regulation, order or other\naction by any public authority. To the extent failure to perform is caused by\nsuch an event, such party shall be excused from performance hereunder so long as\nsuch event continues to prevent such performance, and provided the non-\nperforming party takes all reasonable steps to resume full performance.\n\n     (i)  INDEPENDENT CONTRACTOR. Each party shall act as an independent \ncontractor and shall have no authority to obligate or bind the other in any \nrespect. Neither the employees of Lycos or Tripod nor the employees of CDnow \nshall represent themselves to be employees of the other.\n\n     (j)  COMPLIANCE WITH LAWS. Each party shall comply with all federal, state \nand local laws, licensing regulations and rulings of governmental bodies having \njurisdiction over its business. Nothing in this Agreement shall be construed to \nrequire either party to perform any act in violation of any laws, regulations or\nrulings.\n\n     (k)  DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS\nAGREEMENT, EACH PARTY'S SITE IS PROVIDED ON AN 'AS IS' BASIS WITHOUT WARRANTIES\nOF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES\nOF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR\nPURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY OR INCAPABLE OF\nEXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS\nAGREEMENT.\n\n     (l)  LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE\nLIABLE TO THE OTHER PARTIES FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR\nEXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF\nSUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH\nDAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE\nOR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL ANY PARTY BE LIABLE\nFOR DAMAGES IN EXCESS OF THE AMOUNT RECEIVED OR PAID BY SUCH PARTY UNDER THIS\nAGREEMENT, PROVIDED THAT THIS SECTION DOES NOT LIMIT ANY PARTY'S LIABILITY FOR\n(A) WILLFUL AND MALICIOUS MISCONDUCT; (B) DIRECT DAMAGES TO REAL OR TANGIBLE\nPERSONAL PROPERTY; (C)\n\n                                      16\n\n     [Confidential treatment requested for redacted portions of document]\n\n\nBODILY INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (D) SUCH PARTY'S INDEMNIFICATION\nOBLIGATIONS HEREUNDER. BY WAY OF EXAMPLE ONLY, IF CDNOW PAID $2,000,000 UNDER \nTHIS AGREEMENT, CDNOW WOULD BE LIABLE FOR NO MORE THAN AN ADDITIONAL $2,000,000.\n\n     (m)  LIABILITY FOR TERMINATION. In the event of proper termination as set \nforth herein, the terminating party shall not be liable for reimbursement of \ndamages on account of any loss of prospective profits or on account of \nexpenditures, investments, leases or other commitments relating to the other \nparty's business or good will.\n\n     (n)  EXPENSES. Except as otherwise provided for in this Agreement, each\nparty shall be responsible for any and all expenses, charges and fees incurred \nby it in connection with its duties hereunder, and it shall not be reimbursed \nfor the same by the other parties.\n\n     (o)  BINDING NATURE OF AGREEMENT. This Agreement shall be binding upon the \nparties hereto and their respective heirs, executors, successors and assignee.\nNo party may, without the prior written consent of the other, assign or transfer\nthis Agreement or any obligation incurred hereunder. Any attempt to do so in\ncontravention of this Section 16(o) shall be void and of no force and effect.\n\n     (p)  TIMELY PERFORMANCES. Each party acknowledges that in the performance \nof this Agreement, time shall be considered of the essence. \n\nIN WITNESS WHEREOF, the parties duly authorized representatives have executed \nthis Agreement as of the Effective Date.\n\nCDNOW, INC.                               LYCOS, INC.\n\nBy: \/s\/ Jason Olim                        By:  \/s\/ Robert Davis               \n   ----------------------------------          ---------------------------------\n\nName: JASON OLIM                          Name: Robert Davis\n     --------------------------------         ----------------------------------\n\nDate: April 26, 1998                       Date: April 26, 1998\n     --------------------------------           --------------------------------\n\nTRIPOD,INC.\n\nBy:   Robert Davis\n     --------------------------------\n\nName: Robert Davis\n     --------------------------------\n\nDate: April 26, 1998\n     --------------------------------\n\n                                      17\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT A\n\n                 COMPETITORS IN MUSIC AND\/OR VIDEO CATEGORIES\n\nPursuant to Paragraph 1(h) of the agreement, Competitor includes [XXX].\n\n                                      18\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT B\n\n                         CDNOW BRANDED LINK PLACEMENTS\n\n                       [Graphics intentionally omitted]\n\n                                      19\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n\n                                   EXHIBIT C\n\n\nCARRY-THROUGH BAR SPECIFICATIONS AS OF 4\/15\/97\n\nSIZE\n\nTotal Carry-through Bar Size: 468(w) x 25(h) pixels as of April 1, 1997 all \nCarry-through Bar sizes must be 468(w) x 25(h) to comply with the Internet \nAdvertising Bureau's (IAB) banner standards.\n\nLive area for Partner Logo: 360(w) x 24(h) pixels\n\nCOLOR\n\nBar is black at all times.\nOnly partner logos\/icons can be as many colors as desired with a black \nbackground 'Return to...' copy is mandatory and must be set up as white \nHelvetica Neue Black 10pt type, centered and 5 pixels in from the left-hand side\nof the first black bar\n\nWe recommend all copy to be white\n\nTo pick up a template go to http:\/\/cdnow.com\/cobrand_template\n\nFORMAT\n\nMust be saved in a GIF file format\n\nPLACEMENT\n\nCarry-through bar is placed on the top and bottom of each CDnow page. Only those\npeople who visit CDnow from your site will see the Carry-through bar\n\nURL\/ADDRESS\n\nPartners have the option of 1 to 3 links on their Carry-through-bar -- The URLs \nwill be provided by the partner\n\nIf more than one link is desired, the bar must consist of mutliple gif images \nthat reference previous Carry-through bar specifications. When using multiple \ngif images keep two pixel between each bar. No image maps are permitted. Please \nsee the following page for more examples of possible banner solutions.\n\n                       [Graphics intentionally omitted.]\n\n                                      20\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nSOURCE CODE\n\nCDnow will provide the partner with a from equals (from=) tag.  This tag allows \nus to indentify customers coming from the Partners site to CDnow.\n\nTIMING\n\nCDnow requires a minimum of five business days from when we receive the \nCarry-through bar to implement it on our site.\n\n\nCARRY-THROUGH BAR SAMPLES\n\n                       [Graphics intentionally omitted.]\n\n                                      21\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT D\n\n                      COMPLIANCE WITH EXISTING CONTRACTS\n\nThe following lists those agreements with CDnow Competitors that currently \nexists, the dates by which they terminate and the exceptions to CDnow's right of\nexclusivity.\n\n[XXX]\n\n                                      22\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT E\n\n\n[XXX]\n\n                                      23\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7037,8096],"corporate_contracts_industries":[9510,9497],"corporate_contracts_types":[9613,9619],"class_list":["post-42499","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cdnow-inc","corporate_contracts_companies-lycos-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-retail__electronics","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42499","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42499"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42499"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42499"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42499"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}