{"id":42643,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/order-fulfillment-agreement-cdnow-inc-and-valley-record.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"order-fulfillment-agreement-cdnow-inc-and-valley-record","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/order-fulfillment-agreement-cdnow-inc-and-valley-record.html","title":{"rendered":"Order Fulfillment Agreement &#8211; CDnow Inc. and Valley Record Distributors Inc."},"content":{"rendered":"<pre>\n                          ORDER FULFILLMENT AGREEMENT\n\n     This Order Fulfillment Agreement ('Agreement') is entered into effective as\nof June 20th, 1997, by and between CDnow, Inc. ('CDnow'), and Sound Delivery\n('Sound Delivery'), a division of Valley Record Distributors, Inc. ('VRD').\n\n                                   BACKGROUND\n\n     A.   VRD has created a database known as 'Audiofile' which contains\ninformation regarding pre-record music and music related products ('Music\nProducts').\n\n     B.   Sound Delivery provides to various retailers direct-to-consumer order\nfulfillment services, pursuant to which Sound Delivery provides, packs and ships\nsuch products to the retailer's customers.\n\n     C.   CDnow operates on the World Wide Web an 'online music store' through\nwhich it sells pre-recorded music and music related products to consumers (the\n'Site').\n\n                                   AGREEMENT\n\n     Subject to the terms and conditions set forth below, the parties agree as\nfollows:\n\n1.   Additional Sites.   The parties acknowledge that CDnow, during the term of\n     -----------------                                                         \nthis Agreement may own, or operate on a contract basis, online music stores in\naddition to the Site. CDnow, at its election may choose to make such additional\nsites subject to the terms and conditions of this Agreement (the 'Additional\nSites'), CDnow shall pay to Sound Delivery a one time set-up fee of [***] for\neach Additional Site that requires a new invoice format (e.g. new logo, address,\n                                                         ----                   \netc).\n\n2.   Audiofile.     Upon execution and delivery of this Agreement, the parties\n     ----------                                                               \nwill execute and deliver a license agreement substantially in the form attached\nhereto as Exhibit A (the 'Audiofile License'), pursuant to which Sound Delivery,\nfor the term of this Agreement, shall provide to CDnow a full copy of the\nAudiofile database, including updates thereto, as provided in and subject to the\nAudiofile License.  CDnow must execute an Audiofile License for each Additional\nSite, the license fee for which shall be [***] per quarter per Additional Site.\nSound Delivery warrants that the Audiofile database provided to CDnow will\ncontain all of the data provided to all other Sound Delivery licensees of the\nsame format Audiofile database and that during term of this Agreement, such data\nwill reflect substantially all of the inventory of VRD.\n\n3.   Electronic Data Interchange ('EDI')\n     -----------------------------------\n\n     (a)  Sound Delivery Obligations.    Sounds Delivery shall:\n          ---------------------------                          \n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -1-\n\n \n          (1) make commercially reasonable efforts to provide a daily status\nfile reporting 'Stock on Hand' in electronic format on the VRD bulletin board\nsystem;\n\n          (2) provide and maintain reasonable access to its database, ordering\nand other systems and provide technical support and assistance so as to maintain\nsubstantially uninterrupted, reasonable and efficient interfaces for support of\nthe services described herein;\n\n          (3) provide reasonable technical and operational support for CDnow's\ndevelopment and operation of CDnow's EDI interface for fulfillment service under\nthis Agreement;\n\n          (4) notify CDnow in advance of any changes to the EDI Reference\nSpecifications (as defined in paragraph 3(b)(1) below);\n\n          (5) refrain from disclosing any transaction information regarding\nCDnow except as necessary to perform its obligations under this Agreement; and\n\n          (6) retain EDI order information for at least four (4) months after\nreceipt thereof.\n\n     (b)  CDnow Obligations.  CDnow shall:\n          ------------------              \n\n          (1) comply in all respects with the EDI specifications and guidelines\nattached hereto as Exhibit B (the 'EDI Reference Specifications'), as may be\namended by Sound Delivery from time to time pursuant to paragraph 3(a)(4) above;\nand\n\n          (2) maintain its modes of electronic access and transmission as\nnecessary for each party to perform its obligations under this Agreement.\n\n     (c)  Mutual Obligations.  Each party shall use commercially reasonable\n          -------------------                                                   \nefforts to maintain the security of EDI and other transaction related\ninformation.\n\n4.   Services Provided.\n     ------------------\n\n     (a) Music Products.   During the term of this Agreement, Sound Delivery\n         ---------------                                                    \nshall be the exclusive provider to CDnow of domestically manufactured CD,\naudiocassette and vinyl Music Products and related order fulfillment services\nand the nonexclusive provider of all other Music Products for the 'Site' and all\n'Additional Site,' provided, however that CDnow may utilize third parties as\nsources for Music Products not all 'Additional Sites,' provided, however, that\nCDnow may utilize third parties as sources for Music Products not available\nthrough Audiofile or otherwise through Sound Delivery. Notwithstanding the\nforegoing, upon receipt of consent from Sound Delivery (which consent shall not\nbe unreasonably withheld or delayed), CDnow from time to time may acquire from\nother sources Music Products for which Sound Delivery is otherwise \n\n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -2-\n\n \nthe exclusive provider hereunder. Sound Delivery warrants that it will not\nknowingly shop hereunder Music Products which infringe the copyright or other\nintellectual property rights of any third party.\n\n     (b)  Subsequent Developments.  To the extent that Sound Delivery offers\n          ------------------------                                          \nadditional services or improvements relating to the fulfillment services\nprovided under this Agreement, it agrees to offer such additional service and\/or\nimprovements to CDnow on terms and conditions substantially similar to the terms\nand conditions therefor offered to such similarly customers.\n\n     (c)  Sales Manager. At all times during the term of this Agreement, Sound\n          --------------                                                      \nDelivery shall designate, and inform CDnow of the identity of, at least one\nindividual with the responsibility and authority to implement Sound Delivery's\nobligations under this Agreement.\n\n5.   Music Product Pricing.   Sound Delivery agrees to sell and CDnow agrees to\n     ----------------------                                                    \npurchase Music Products at Sound Delivery's published wholesale price as set\nforth on Exhibit C attached hereto (the 'Base Rate'), less the [***] discount\nset forth therein. Base Rates may be updated VRD from time to time, effective\nupon written notice to CDnow of such changes; provided, however, that any\nincrease in Base Rate shall reflect an increase in Sound Delivery's published\nwholesale price.  In the event that average Base Rates for CD, audiocassette and\nvinyl Music Products increase by more than [***] during the term of this\nAgreement, CDnow may elect to terminate this Agreement upon 30 days written\nnotice to Sound Delivery.\n\n6.   Order Placement and Fulfillment.\n     --------------------------------\n\n     (a)  Transmission.       CDnow will transmit all orders for products under\n          -------------                                                        \nthis Agreement in compliance with the EDI Reference Specifications.  In\naddition, CDnow will use commercially reasonable efforts to aggregate and\ntransmit its orders to Sound Delivery in batches.\n\n     (b)  Fulfillment.   Orders received on any business day by [***] Pacific\n          ------------                                                       \nTime will be shipped on the same day.  Sound Delivery will use commercially\nreasonable efforts to ship on the same day received, all orders received on any\nbusiness day between [***] Pacific Time and [***] Pacific Time.  Orders received\nbetween [***] Pacific Time will generally be shipped the next business day, but\nmay be shipped the same day received.  Orders received after [***] Pacific Time\nand orders received other than on business days will be shipped the following\nbusiness day. Orders received after [***] Pacific Time will be deemed received\nthe next business day.\n\n     (c)  Reporting.     Sound Delivery shall provide CDnow with reports and\n          ----------                                                        \ninformation regarding order status as set forth in the EDI Reference\nSpecifications.\n\n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -3-\n\n \n     (d)  Pre-Orders.\n          -----------\n\n          (1) CDnow shall collect pre-orders until four days prior to the date\nthat a Music Product is first to be made available to consumers (the 'street\ndate'), at which point such pre-orders will be forwarded in a separate batch to\nSound Delivery on the date and time of day required by Sound Delivery.\n\n          (2) Sound Delivery shall ship all pre-orders no later than street date\nminus one day, provided Sound Delivery has received the new release title(s)\nfrom the label\/distributor of such new release(s) in time for processing.\n\n          (3) If a street date is delayed, CDnow will be responsible for holding\nthe pre-orders until four (4) days before the new street date.\n\n     (e)  Back-Orders.\n          ----------- \n\n          (1) Sound Delivery shall ship the in-stock items of an order\nimmediately and will cancel the out of stock items.\n\n          (2) CDnow may elect to have Sound Delivery hold an order that has one\nor more items out of stock until it is completely fulfilled by typing a 'Y' in\nthe 'ship complete' field of the EDI inbound specifications.  CDnow may inform\nSound Delivery from time to time of the number of days, up to a maximum of 25\ndays (the 'Hold Period'), that Sound Delivery is to hold such 'ship complete'\norders before shipping the available products and canceling the out of stock\nproducts.\n\n          (3) In the event that all products included in an order are out of\nstock, Sound Delivery will hold the order for the Hold Period before canceling\nthe order (subject to prior cancellation of such order by CDnow).\n\n          (4) Items not shipped due to 'Ops Outs' (as defined in the EDI\nReference Specifications) will be canceled.\n\n7.   Shipping.\n     -------- \n\n     (a) Risk of Loss.  All shipments under this Agreement shall be F.O.B. VRD's\n         ------------                                                           \nshipping facility.  Title and risk with respect to all orders and products\nshipped by Sound Delivery or VRD under this Agreement shall pass to CDnow or its\ncustomers upon delivery of the products to the carrier at the point of shipment.\n\n     (b) Choice of Carrier.  Sound Delivery will use commercially reasonable\n         -----------------                                                  \nefforts to ship the order with the requested carrier and will cancel any order\nfor which the delivery address is not serviced by the indicated carrier.\n\n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -4-\n\n \n     (c) Shipping Costs.  Sound Delivery will invoice CDnow customers at such\n         --------------                                                      \nrates as are requested by CDnow.  CDnow will pay Sound Delivery all shipping\ncosts paid by Sound Delivery to the shipping agent (excluding any rebates\nreceived by Sound Delivery) per the shipping tables attached hereto as Exhibit D\n(as amended from time to time by Sound Delivery). Sound Delivery will provide\nCDnow written notice of shipping rate changes and the effective date of such\nchanges.\n\n     (d) Damaged and Lost Shipments.  In the event of shipping damage or orders\n         --------------------------                                            \nlost in shipment, Sound Delivery will assist in filing a claim on behalf of\nCDnow for those orders shipped with an insured carrier, and will credit CDnow\nwith any amounts actually received by or credited to Sound Delivery in\nconnection wit such claim.\n\n8.   FULFILLMENT FEES.\n     ---------------- \n\n     (a) Packing and Handling Fees.  CDnow will pay Sound Delivery the following\n         -------------------------                                              \nfees for each order fulfilled hereunder:\n\n     All Products:            [***] per order including the first unit, plus\n                              [***] per unit after the first unit.\n\n     International Surcharge: [***] per order shipped to an international\n                              destination (any order shipped to any non-\n                              U.S. or U.S. territory destination).\n\n     (b) Paper Inserts.  CDnow will pay a fee of [***] per paper insert packed\n         -------------                                                        \nby Sound Delivery in products shipped under this Agreement.  CDnow shall supply\nrequired paper inserts at no cost to Sound Delivery.  For purposes of this\nparagraph, paper inserts must be lightweight, paper-based, promotional items the\nsame size or smaller than a standard single CD, or pre-folded to such size.\n\n     (c) Merchandise Inserts.  If CDnow desires to include promotional inserts\n         -------------------                                                  \nother than the paper inserts described in the preceding paragraph ('Merchandise\nInserts') in its orders, CDnow shall supply, at no cost to Sound Delivery, such\nMerchandise Inserts to be included in CDnow orders.  Sound Delivery will\nreceive, warehouse, inventory and pack merchandise inserts for a mutually agreed\nupon fee after a sample of the Merchandise Insert is received and reviewed for\npacking and shipping requirements.\n\n     (d) Bar Codes on Inserts.  A unique UPC bar-code is required for such paper\n         --------------------                                                   \nor merchandise insert.  CDnow should purchase and apply a proprietary bar-code\non all inserts.  At CDnow's request, Sound Delivery will create and apply a bar-\ncode for a fee of [***] per applied bar-code.\n\n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -5-\n\n \n     (e) Custom Box Stickers.  At CDnow's request, Sound Delivery will attach\n         -------------------                                                 \ncustom stickers to the outside of the shipping box at a cost of [***] per\nsticker per order.  CDnow shall supply required stickers at no cost to Sound\nDelivery.\n\n9.   Segregated Inventory.  Products designed by CDnow to be held in inventory\n     --------------------                                                     \nby Sound Delivery or VRD on CDnow's behalf are referred to in this Agreement as\n'Segregated Inventory.'  Risk of loss and ownership of Segregated Inventory\nshall remain with CDnow or its customers at all times.  CDnow will pay a product\nmanagement fee of [***] per Segregated Inventory unit received by Sound Delivery\nin addition to any applicable fulfillment and other fees under this Agreement\nwith respect to such products and Sound Delivery's services in connection\ntherewith.\n\n     (a) Standard Product.  Sound Delivery will inventory certain 'standard\n         ----------------                                                  \nproduct' (e.g., single CDs or cassettes, tubed posters, single VHS, T-shirts,\nand\/or hats) for CDnow as Segregated Inventory.\n\n     (b) Bar Codes on Segregated Inventory.  A UPC bar-code is required for each\n         ---------------------------------                                      \nitem of Segregated Inventory.  CDnow should purchase and apply a proprietary\nbar-code on all Segregated Inventory.  At CDnow's request, Sound Delivery will\ncreate and apply a bar-code for a fee of [***] per applied bar-code.\n\n10.  Imperfect Shipments and Product Returns.\n     --------------------------------------- \n\n     (a) Sound Delivery Obligations.  Under the following circumstances, Sound\n         --------------------------                                           \nDelivery will reship orders at no additional cost or credit CDnow the\nappropriate invoice cost less earned discount, as applicable:\n\n          (1) except as otherwise herein provided, upon the return of defective\nCDs and cassettes;\n\n          (2) in the event that items are listed on the applicable invoice and\nreported by customers as not received; and\n\n          (3) in the event of returns due to items shipped that do not\ncorrespond to the applicable CDnow order (i.e., product received by customer but\nnot ordered by CDnow for such customer).\n\n          Provided, however, that with respect to orders to reship under this\nparagraph 10(a), CDnow must properly include in such order the replacement order\n'source' code specified by Sound Delivery from time to time.\n\n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -6-\n\n \n     (b) CDnow Obligations:  Under the following circumstances, CDnow may elect\n         -----------------                                                     \nto reorder at its own expense or return the order for a credit equal to the Base\nPrice paid, excluding fulfillment and other fees.\n\n          (1) 'buyers remorse' (i.e., customer does not want item or ordered\nwrong item);\n\n          (2) return due to an address supplied incorrectly to Sound Delivery;\nand\n\n          (3) returns due to refused delivery.\n\n     (c) Restricted Returns.  Sound Delivery will not accept for return:\n         ------------------                                             \naccessories, blank tape, any vinyl products (including, without limitation, LPs\nand 12' singles), Imports, Limited Editions, Products identified in Audiofile as\nnonreturnable, Record Club, Promotional (free product give-aways), Counterfeit\nProduct and product without the original artwork or liner notes or Product with\na Last Customer Return Date (as defined in the Audiofile documentation) prior to\nthe date the returned Product is received by Sound Delivery from CDnow.  In\naddition, Sound Delivery does not accept return of defective Sony, UNI or PGD\nCDs, or defective PGD cassettes, or any PGD cassettes that do not have their\noriginal wrapper intact.  For purposes hereof, 'defective' means Product\nreturned with the top spine label or original manufacturer's 'dog-bone'\nholographic sticker removed or cut in any way.\n\n     (d) Rejected Returns.  Non-returnable merchandise received by Sound\n         ----------------                                               \nDelivery will be shipped to CDnow at CDnow's expense as rejected returns, CDnow\nwill be charged a processing fee of [***] per rejected return.\n\n     (e) Returns Policy.  Sound Delivery reserves the right, from time to time,\n         --------------                                                        \nto modify its return policies, which modifications shall be effective upon\nreceipt by CDnow of written notice thereof; provided, however, that any such\nmodification shall be applicable to Sound Delivery's similarly situated\ncustomers generally and imposed in response to modifications to the return\npolicies of Sound Delivery's suppliers.\n\n11.  Billing and Payment.\n     ------------------- \n\n     (a) Invoices and Account Reconciliation.  Sound Delivery will provide CDnow\n         -----------------------------------                                    \nwith an invoice and account reconciliation by Tuesday of each week with respect\nto activity the preceding week.  Invoices are due and payable 60 days after the\ninvoice date.  Account reconciliations shall be in substantially the form\nattached hereto as Exhibit E.\n\n     (b) Timely Payment Discounts.  Amounts invoiced as owed by CDnow to Sound\n         ------------------------                                             \nDelivery include a [***] discount for timely payment.  This discount will be\nrevoked and charged back to CDnow for invoices not paid by the due date.\n\n\n\n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -7-\n\n \n     (c) Past-due Amounts.  CDnow agrees to pay interest on amounts more than 30\n         ----------------                                                       \ndays past due at the lesser of [***] per month or the highest rate allowed by\nlaw, such interest to accrue from the invoice date.  Sound Delivery in its sole\ndiscretion may refer to an agency or an attorney for collection any past due\namount, and CDnow will be liable for the payment thereof and all costs and\nexpenses incident thereto, including reasonable attorney's fees.\n\n12.  Proprietary Rights.\n     ------------------ \n\n     (a) Confidential Information.  Each party acknowledges that, in the course\n         ------------------------                                              \nof dealings between the parties, each party may acquire information, identified\nas confidential, about the other party or the other party's customers, their\nbusiness activities and operations, and their technical information and trade\nsecrets, of a highly confidential and proprietary nature.  The party that\nacquires such information will hold it in strict confidence and will not use\nsuch information except as reasonably necessary to perform its obligations under\nthis Agreement or disclose the same to third parties except for any information\ngenerally available to or known to the public, independently developed outside\nthe scope of this Agreement, lawfully disclosed by a third party, or required to\nbe disclosed to a tribunal, provided that in the case of required disclosures to\ntribunals, the party will use commercially reasonable efforts to obtain\nprotective orders maintaining the confidentiality of such information.\n\n     (b) Audiofile Database.  The rights to intellectual property related to the\n         ------------------                                                     \nAudiofile database are governed by the Audiofile License.\n\n     (c) No Rights to Marks.  Each party is hereby granted no rights in or to\n         ------------------                                                  \nthe other party's Marks.  'Marks' means the trademarks, service marks, trade\nnames or other marks, registered or otherwise, used by either Sound Delivery or\nCDnow, as applicable.\n\n13.  Termination.\n     ----------- \n\n     (a) Terms.  The term of this Agreement begins on the date this Agreement is\n         -----                                                                  \nexecuted and delivered by both parties and expires [***] years thereafter;\nprovided, however, that this Agreement shall automatically be renewed for\nsubsequent one year terms unless one party notifies the other at least 90 days\nprior to the expiration of the initial term or any subsequent one year term of\nits intent not to renew this Agreement upon the expiration of such term.\n\n     (b) Early Termination.  Either party may terminate this Agreement upon\n         -----------------                                                 \nthirty (30) written notice under the following conditions:\n\n          (i)  Sound Delivery discontinues fulfillment services to on-line\nservices, or CDnow discontinues the sale of pre-recorded music; or\n\n          (ii) Sound Delivery or CDnow delivers to the other party a 30-day\nwritten notice of termination for a material breach of this Agreement, provided\nsuch breach was \n\n[Confidential treatment requested for redacted portions of document]\n\n\n                                                                             -8-\n\n \npreviously identified in a written notice and the other party did not cure such\nbreach cause within 30 days.\n\n\n14.  Limitation of Remedies and Exclusion of Warranties.  IN NO EVENT SHALL\n     --------------------------------------------------                    \nEITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, OR FOR\nCONSEQUENTIAL, SPECIAL EXEMPLARY, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES,\nWHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY AND REGARDLESS\nOF THE FORM OF ACTION.  EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPHS 2 AND 4(a)\nABOVE, NEITHER SOUND DELIVERY NOR VRD MAKES ANY EXPRESS OR IMPLIED WARRANTIES\nWITH RESPECT TO PRODUCTS SOLD UNDER THIS AGREEMENT AND DISCLAIMS ANY SUCH\nWARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR\nPURPOSE.\n\n15.  GENERAL.\n     ------- \n\n     (a) Effective Dates.  The pricing, discounts and fee structure set forth\n         ---------------                                                     \nherein shall be deemed effective as of January 1, 1997.  Sound Delivery will\nprovide a reconciliation and accounting statement setting forth the calculation\nof any rebate due to CDnow as a result of such effective date and will credit\nCDnow with any such rebate on the first invoices provided hereunder until such\ncredit has been applied in full.\n\n     (b) Survival.  Paragraphs 12 and 14 hereof will survive any expiration or\n         --------                                                             \ntermination of this Agreement.\n\n     (c) Notice.  All notices, other than those related to product pricing,\n         ------                                                            \nordering and fulfillment, shall be in writing and delivered by certified mail,\npostage prepaid and return receipt requested, or transmitted either by facsimile\nor electronic mail if confirmed by such mailing, to the addresses provided in\nwriting from time to time by parties.\n\n     (d) Entire Agreement Amendments.  This Agreement constitutes the entire\n         ---------------------------                                        \nagreement of the parties concerning the subject matter hereof, superseding all\nprior proposals, negotiations and agreements concerning the subject matter of\nthis Agreement.  No representation or promise relating to and no amendment of\nthis Agreement will be binding unless it is in writing and signed by authorized\nrepresentatives of both parties.\n\n     (e) Assignment.  This Agreement may not be assigned or otherwise\n         ----------                                                  \ntransferred by either party without the prior written consent of the other\nparty, provided, however, that either party may assign or transfer all or any\nportion of their rights and obligations under this Agreement to any affiliate of\nsuch party without the prior written consent of the other party.  For purposes\nhereof, an 'affiliate' of a party is any entity controlled by, under common\ncontrol with, or controlling such party.  Subject to the foregoing, this\nAgreement will bind and inure to the benefit of the successors and permitted\nassigns of Sound Delivery, VRD and CDnow.\n\n\n[Confidential treatment requested for redacted portions of document]\n\n                                                                             -9-\n\n \n     (f) Relationship of the Parties.  Sound Delivery and CDnow are independent\n         ---------------------------                                           \nparties and nothing in this Agreement shall be construed as constituting Sound\nDelivery and CDnow as partners, joint venturers, or as creating the\nrelationships of employer and employee, franchiser and franchisee, master and\nservant, principal and agent, or any other form of legal association that would\nimpose liability on one party for the act or failure to act of the other party.\n\n     (g) Governing Law; Captions; Waiver; Etc..  This Agreement will be governed\n         -------------------------------------                                  \nby and construed in accordance with the laws (excluding the laws of choice or\nconflicts of laws) of the State of California.  The captions appearing in this\nAgreement are inserted only as a matter of convenience and in no way define,\nlimit, construe or describe the scope or interpretation of this Agreement.  No\nwaiver by a party of any breach of any provision of this Agreement will\nconstitute a waiver of any other breach of that or any other provision of this\nAgreement.  In the event that any of the provisions contained in this Agreement\nare held to be unenforceable, such provisions will be narrowed (or deleted if\nnecessary) to the minimum extent necessary to make them enforceable.\n\n     (h) Attorneys' Fees.  In the event of any dispute or controversy arising\n         ---------------                                                     \nout of this Agreement, the prevailing party shall be entitled to reimbursement\nof its costs, including court and arbitration costs and attorneys' and expert\nwitnesses' fees and costs.\n\n     In witness whereof, the parties hereto have executed this Agreement as of\nJune 28th, 1997.\n\nSOUND DELIVERY, a division of            CDnow, Inc.\nVALLEY RECORD DISTRIBUTORS, INC.\n\n\nBy:\/s\/ Ken Alterwitz                          By: \/s\/ Jason Olim\n\n \n[Confidential treatment requested for redacted portions of document]\n                                                                           -10-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7037],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9613,9619],"class_list":["post-42643","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cdnow-inc","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\/42643","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=42643"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42643"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42643"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42643"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}