{"id":42592,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/national-advertising-sales-representation-agreement-zip2-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"national-advertising-sales-representation-agreement-zip2-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/national-advertising-sales-representation-agreement-zip2-corp.html","title":{"rendered":"National Advertising Sales Representation Agreement &#8211; Zip2 Corp. and AdNet Strategies Inc."},"content":{"rendered":"<pre> \n              NATIONAL ADVERTISING SALES REPRESENTATION AGREEMENT\n\n                        Effective Date: March 10, 1998\n\n\n     This Agreement is made by and between Zip2 Corp. having a principal place \nof business at 444 Castro Street, Mountain View, California 94041 (\"Zip2\"), and \nAdNet Strategies, Inc., a corporation having a principal place of business at \n5959 West Century Blvd., Suite 756, Los Angeles, CA 90045 (\"AdNet\").\n\n     1.   Engagement of Services.  AdNet will serve as Zip2's representative to \n          ----------------------          \nsell Banner Advertising for Zip2's Web Site located on the World Wide Web at the\nURL http:\/\/www.zip2.com or such other URL designated in writing by Zip2. \"Banner\n    -------------------\nAdvertising\" means specific third party advertisements consisting of \nbillboard-like graphics displayed in a specific location on the City Guide and \nother online Zip2 Services (\"Zip2 Services\"). AdNet will update Zip2 on the \nprogress and demand of the Internet advertising marketplace, while Zip2 will \nupdate AdNet on new opportunities with Zip2's Web Site.\n\n     2.   Compensation.  Zip2 will pay AdNet a commission of twenty five percent\n          ------------\n(25%) of the revenues received by AdNet from Banner Advertising sold by AdNet.\nZip2 and AdNet will also meet to discuss the creation of a bonus package\ndesigned to provide AdNet with increased incentive to maximize Zip2's\nadvertising revenue.\n\n     3.   Invoicing and Payment.  AdNet will be responsible for invoicing and \n          ---------------------\ncollecting all revenues from Banner Advertising sold by AdNet on behalf of Zip2.\nZip2 shall have sole discretion to set the prices for all Banner Advertising. By\nthe tenth (10\/th\/) day of each month. AdNet will remit to Zip2 a check for \nseventy five per cent (75%) of all revenues received by AdNet for Zip2 Banner \nAdvertising that AdNet sold during the previous month. In the event that AdNet \nis unable for any reason to collect the Banner Advertising revenue within one \nhundred twenty days (120) days after invoice, Zip2 may collect such Banner \nAdvertising revenue directly. If Zip2 collects such late paying Banner \nAdvertising revenues directly, Zip2 will remit to AdNet a check for twenty five \n(25%) of all late paying Zip2 Banner Advertising revenues that Zip2 collects.\n\n     4.   Implementation.  Within fourteen (14) days after each sale, AdNet will\n          --------------     \nfax Zip2 a copy of the insertion order as well as any pertinent schedule details\nnot listed on the insertion order (i.e., production contact information, banner \nadvertising placement, and production materials such as text, logos, graphics, \nURL links, etc.). AdNet shall provide all pertinent schedule details and \nproduction materials in a format specified by Zip2. Zip2 will use commercially \nreasonable efforts to ensure that the Banner Advertising is accessible to end \nusers promptly after receiving complete insertion orders and production \nmaterials from AdNet. Zip2 reserves the right to reject or remove any Banner \nAdvertising from Zip2 Services in its sole discretion at any time.\n\n     5.   Expenses.  AdNet will be solely responsible for all expenses, \n          --------\nincluding but not limited to telephone, fax, and all travel and entertainment \ncosts.\n\n     6.   Account Directors.  Zip2 and AdNet will appoint account directors. As \n          -----------------\nof the Effective Date, the Zip2 account director will be Keith Lorizio and the\nAdNet account director will be John Bohan. Either party may change its account\ndirector by providing the other written notice.\n\n     7.   Reporting.  By the fifteenth calendar day of each month, Zip2 will \n          ---------\nprovide AdNet with a tracking report that lists total number of page views \nduring the previous month. Each Monday afternoon, Zip2 will endeavor to provide \na weekly tracking report to AdNet that lists daily banner impressions and \nclick-throughs (by banner) for each advertising creative that ran in the prior \nweek. Zip2 will work with AdNet's programmers to export the banner tracking \nresults to AdNet electronically. All information received in connection with \nsuch reports shall be deemed to be \"Confidential Information\" in accordance with\nthe terms of Section 10.2 (\"Confidential Information\").\n\n     8.   Audits. With ten (10) days notification. Zip2 shall have the right to \n          ------\ninspect and audit the revenue records of AdNet, which inspection and audit shall\nbe conducted during regular business hours at the offices of AdNet in such a \nmanner as not to interfere with AdNet's normal activities. If such audit shows \nthat any of AdNet's\n\n                                       1\n\n\n \nreports understated the actual due to Zip2 by more than five percent (5%), then \nAdNet shall pay to Zip2 all reasonable costs and expenses which may be incurred \nby Zip2 in conducting such audit and collecting such underpayment (including, \nwithout limitation, the fees of Zip2's independent certified accountants, if \nany). All information received in connection with such audits, and the results \nthereof, will be deemed to be \"Confidential Information\" in accordance with the \nterms of Section 9.2 (\"Confidential Information\").\n\n     9.   Independent Contractor Relationship. AdNet's relationship with Zip2 is\n          -----------------------------------\nthat of an independent contractor, and nothing in this Agreement is intended to,\nor should be construed to, create a partnership, agency, joint venture or \nemployment relationship. AdNet will not be entitled to any of the benefits which\nZip2 may make available to its employees, including, but not limited to, group \nhealth or life insurance, profit-sharing or retirement benefits. AdNet is not \nauthorized to make any representation, contract or commitment on behalf of Zip2 \nunless specifically requested or authorized in writing to do so by a Zip2 \nmanager. AdNet is solely responsible for, and will file, on a timely basis, all \ntax returns and payments required to be filed with, or made to, any federal, \nstate or local tax authority with respect to the performance of services and \nreceipt of fees under this Agreement. AdNet is solely responsible for, and must \nmaintain adequate records of, expenses incurred in the course of performing \nservices under this Agreement. No part of AdNet's compensation will be subject \nto withholding by Zip2 for the payment of any social security, federal, state or\nany other employee payroll taxes. Zip2 will regularly report amounts paid to \nAdNet by filing Form 1099-MISC with the Internal Revenue Service as required by \nlaw.\n\n     10.  Intellectual Property Rights.\n          ----------------------------\n\n          10.1   Ownership and Assignment.\n                 ------------------------\n\n                 Zip2 shall own all intellectual property rights in and to any \nartwork, documents, inventions or ideas developed by AdNet in connection with \nthe services AdNet is providing specifically for Zip2 under this Agreement. \nAdNet hereby assigns and agrees to assign to Zip2 any right, title or interest \nworldwide in all intellectual property and any associated intellectual property \nrights. AdNet agrees to execute upon Zip2's request a signed transfer of \nownership to Zip2 for all such documents and works subject to protection. If \nZip2 is unable for any reason to secure AdNet's signature to any document \nrequired to apply for or execute any intellectual property right, AdNet hereby \nirrevocably designates and appoints Zip2 as its agent and attorney-in-fact to \nact for and in its behalf and instead of AdNet for such purposes.\n\n\n          10.2   Confidential Information.\n                 ------------------------\n\n                 (a)     Definition of Confidential Information. \"Confidential\n                         --------------------------------------\nInformation\" as used in this Agreement shall mean any and all technical and non-\ntechnical information and proprietary information, including without limitation,\ntechniques, sketches, drawings, models, inventions, Intellectual Property,\npatent applications, know-how, processes, apparatus, equipment, algorithms,\nsoftware programs, software source documents, and formulae related to the\ncurrent, future and proposed products and services of Zip2 and\/or AdNet, its\nsuppliers and customers. Zip2's and AdNet's information concerning research,\nexperimental work, development, design details and specifications, engineering\ninformation, financial information, procurement requirements, purchasing and\nmanufacturing information, customer lists, business forecasts, sales and\nmerchandising and marketing plans and information.\n\n\n                 (b)     AdNet Nondisclosure and Nonuse Obligations.  AdNet will\n                         ------------------------------------------\nuse the Confidential Information solely to perform Project Assignment(s) for the\nbenefit of Zip2, AdNet agrees that its shall treat all Confidential Information\nof Zip2 with the same degree of care as it accords to its own Confidential\nInformation, and AdNet represents that it exercise reasonable care to protects\nits own Confidential Information. AdNet agrees that it shall disclose\nConfidential Information only to those employees who need to know such\ninformation and certifies that such employees have previously agreed, either as\na condition of employment or in order to obtain the Confidential Information, to\nbe bound by terms and conditions substantially similar to those of this\nAgreement, AdNet agrees not to communicate any information to Zip2 in violation\nof the proprietary rights of any third party. AdNet will immediately give notice\nto Zip2 of any unauthorized use or disclosure of the Confidential Information.\nAdNet agrees to assist Zip2 in remedying any such unauthorized use or disclosure\nof the Confidential Information.\n\n\n\n \n               (c)  Zip2 Nondisclosure and Nonuse Obligations.  Zip2 agrees that\n                    -----------------------------------------\nit shall treat all Confidential Information of AdNet with the same degree of\ncare as it accords to its own Confidential Information, and Zip2 represents that\nit exercises reasonable care to protects its own Confidential Information. Zip2\nagrees that it shall disclose Confidential Information only to those employees\nwho need to know such information and certifies that such employees have\npreviously agreed, either as a condition of employment or in order to obtain the\nConfidential Information, to be bound by terms and conditions substantially\nsimilar to those of this Agreement. Zip2 agrees not to communicate any\ninformation to AdNet in violation of the proprietary rights of any third party.\nZip2 will immediately give notice to AdNet of any unauthorized use or disclosure\nof the Confidential Information. Zip2 agrees to assist AdNet in remedying any\nsuch unauthorized use or disclosure of the Confidential Information.\n\n               (d)  AdNet's Exclusions from Nondisclosure Obligations.  AdNet's\n                    -------------------------------------------------\nobligations under Paragraph 10.2(b) (\"Nondisclosure\") with respect to \nConfidential Information shall terminate when AdNet can document that: (a) the \ninformation was in the public domain at or subsequent to the time it was \ncommunicated to AdNet by the disclosing party through no fault of AdNet; (b) the\ninformation was rightfully in AdNet's possession free of any obligation of \nconfidence at or subsequent to the time it was communicated to AdNet by the \ndisclosing party; or (c) the information was developed by employees or agents of\nAdNet independently of and without reference to any information communicated to\nAdNet by the disclosing party. If AdNet is required to disclose the Confidential\nInformation in response to a valid order by a court or other government body, or\nas otherwise required by law or as necessary to establish the rights of either \nparty under this Agreement, AdNet agrees to provide Zip2 with prompt written \nnotice so as to provide Zip2 with a reasonable opportunity to protect such \nConfidential Information.\n\n               (e)  Zip2's Exclusions from Nondisclosure Obligations.  Zip2's \n                    ------------------------------------------------\nobligations under Paragraph 10.2(b) (\"Nondisclosure\") with respect to \nConfidential Information shall terminate when Zip2 can document that: (a) the \ninformation was in the public domain at or subsequent to the time it was \ncommunicated to Zip2 by the disclosing party through no fault of Zip2; (b) the \ninformation was rightfully in AdNet's possession free of any obligation of \nconfidence at or subsequent to the time it was communicated to Zip2 by the \ndisclosing party; or (c) the information was developed by employees or agents of\nZip2 independently of and without reference to any information communicated to \nZip2 by the disclosing party. If Zip2 is required to disclose the Confidential \nInformation in response to a valid order by a court or other government body, or\nas otherwise required by law or as necessary to establish the rights of either \nparty under this Agreement, Zip2 agrees to provide AdNet with prompt written \nnotice so as to provide AdNet with a reasonable opportunity to protect such \nConfidential Information.\n\n               (f)  Disclosure of Third Party Information.  Neither party shall \n                    -------------------------------------\ncommunicate any information to the other in violation of the proprietary rights \nof any third party.\n  \n          10.3 Return of Zip2's Property.  All materials furnished to AdNet by \n               -------------------------\nZip2, whether delivered to AdNet by Zip2 or made by AdNet in the performance of \nservices under this Agreement (collectively referred to as the \"Zip2 Property\") \nare the sole and exclusive property of Zip2 and\/or its suppliers or customers. \nUpon termination of this Agreement by either party for any reason, AdNet agrees \nto promptly deliver to Zip2 or destroy, at Zip2's option, the original and any \ncopies of the Zip2 Property. Within five (5) days after the termination of this \nAgreement, AdNet agrees to certify in writing that AdNet has so returned or \ndestroyed all such Zip2 Property.\n\n     11.  No Conflict of Interest.  During the term of this Agreement, AdNet \n          -----------------------\nwill not accept work or enter into an arrangement with any other city guide \nproviders (including, without limitation, Microsoft Sidewalk and AOL Digital \nCities). AdNet warrants that, to the best of its knowledge, there is no other \ncontract or duty on AdNet's part which conflicts with or is inconsistent with \nthis Agreement.\n               \n     12.  Term and Termination.\n          --------------------\n\n          12.1 Term.  This Agreement is effective as of the Effective Date set \n               ----\nforth above and will terminate on February 28, 1999 unless terminated earlier as\nset forth below.\n\n          12.2 Termination by Zip2.  Zip2 may terminate this Agreement, with or \n               -------------------\nwithout cause, at any time upon sixty (60) days prior written notice to AdNet. \nZip2 also may terminate this Agreement immediately in its sole discretion upon \nAdNet's material breach of Section 10 (\"Intellectual Property Rights\"), Section\n13\n\n                                       3\n\n\n \n(\"Noninterference with Business\") and\/or upon any acts of gross misconduct by \nAdNet. If Zip2 terminates without cause, AdNet may continue to call, up to sixty\n(60) days after the termination date, all the advertisers that AdNet previously\ninvoiced for Zip2 during the term of this Agreement. AdNet will continue to\nreceive its commission for all Banner Advertising sold by AdNet to such\nadvertisers, including all Banner Advertising that it sells for Zip2 during the\nterm of this Agreement and invoiced during this 60-day period, that run past the\ntermination date, as set forth in Section 2 (\"Compensation\").\n\n          12.3 Termination by AdNet. AdNet may terminate this Agreement, with or\n               --------------------\nwithout cause, at any time upon sixty (60) days prior written notice to Zip2. \nAdNet may continue to call, up to thirty (30) days after the termination date, \nall the advertisers that AdNet previously invoiced for Zip2 during the term of \nthis Agreement, and will continue to receive commissions for all Banner \nAdvertising by such advertisers invoiced during this period, as set forth in \nSection 2 (\"Compensation\").\n\n          12.4 Effects of Termination; Survival. In the event of the termination\n               -------------------------------- \nof this Agreement, all payments due shall accelerate and become due upon the \neffective date of termination to the extent that they have been earned. These \nremedies are in addition to any other remedies that may be available to the \nparties at equity or under law. The rights and obligations contained in Sections\n10 (\"Intellectual Property Rights\"), 12 (Term and Termination), 15 (Governing \nLaw; Jurisdiction) and 18 (Injunctive Relief for Breach) will survive any \ntermination or expiration of this Agreement.\n\n     13.  Successors and Assigns. AdNet may not subcontract or otherwise\n          ---------------------- \ndelegate its obligations under this Agreement without Zip2's prior written \nconsent. Subject to the foregoing, this Agreement will be for the benefit of \nZip2's successors and assigns, and will be binding on AdNet's assignees.\n\n     14.  Notices. Any legal notice required or permitted by this Agreement\n          ------- \nshall be in writing and shall be delivered as follows with notice deemed given \nas indicated: (i) by personal delivery when delivered personally; (ii) by \novernight courier upon written verification of receipt; (iii) by telecopy or \nfacsimile transmission upon acknowledgement of receipt of electronic \ntransmission; or (iv) by certified or registered mail, return receipt requested,\nupon verification of receipt. Notice shall be sent to the addresses set forth \nabove or such other address as either party may specify in writing.\n\n     15.  Governing Law; Jurisdiction. This Agreement shall be governed in all\n          --------------------------- \nrespects by the laws of the United States of America and by the laws of the \nState of California, as such laws are applied to agreements entered into and to \nbe performed entirely within California between California residents. The \nparties irrevocably submit to the non-exclusive jurisdiction of the Superior \nCourt of the State of California, San Francisco County and the United States \nDistrict Court for the Northern District of California, San Francisco Branch, in\nany action to enforce this Agreement.\n\n     16.  Severability. Should any provisions of this Agreement be held by a\n          ------------ \ncourt of law to be illegal, invalid or unenforceable, the legality, validity \nand enforceability of the remaining provisions of this Agreement shall not be \naffected or impaired thereby.\n\n     17.  Waiver. The waiver by Zip2 of a breach of any provision of this\n          ------ \nAgreement by AdNet shall not operate or be construed as a waiver of any other or\nsubsequent breach by AdNet. The waiver by AdNet of a breach of any provision of \nthis Agreement by Zip2 shall not operate or be construed as a waiver of any \nother or subsequent breach by Zip2.\n\n     18.  Injunctive Relief for Breach. Either party's breach of the obligations\n          ----------------------------\ncontained in Sections 10 (\"Intellectual Property Rights\") and 11 (\"No Conflict \nof Interest\") will entitle the other party to injunctive relief and\/or a decree \nfor specific performance, and such other and further relief as may be proper \n(including monetary damages if appropriate).\n\n     19.  Legal Fees. If any action at law or in equity is necessary to enforce\n          ---------- \nor interpret the terms of this Agreement, the prevailing party shall be entitled\nto reasonable attorney's fees, costs and necessary disbursements, in addition to\nany other relief to which the party may be entitled.\n\n                                       4\n\n \n     20.  Entire Agreement. This Agreement constitutes the entire agreement \n          ----------------\nbetween the parties relating to this subject matter and supersedes all prior or\ncontemporaneous oral or written agreements concerning such subject matter. The\nterms of this Agreement will govern all Project Assignments and services\nundertaken by AdNet for Zip2. This Agreement may only be changed by mutual\nagreement of authorized representatives of the parties in writing.\n\n          IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first written above.\n\n\n\"Zip2\"                                  \"AdNet\"\n\nZIP2 CORP.                              AdNet Strategies, Inc.\n\n\n\nBy: \/s\/ Michael W. Brickler             By: \/s\/ John Bohan\n   ----------------------------            ----------------------------------\n\nName: Michael W. Brickler               Name: John Bohan\n     --------------------------              --------------------------------\n\nTitle: Vice President                   Title: President\n      -------------------------               -------------------------------\n\n                                       5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8010],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-42592","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-l90-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42592","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=42592"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42592"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42592"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42592"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}