E-Commerce Agreement

E-COMMERCE AGREEMENT

This E-Commerce Agreement (the "Agreement") is entered into between , a corporation (the "Company") and ____________________, a _____________ corporation (the "Strategic Partner"). RECITALS The Company has a Web site that is focused on: (the "Site"). Strategic Partner is interested in working with the Company in marketing and e-commerce arrangements. Certain initially capitalized terms are defined in Exhibit 1. Therefore, the parties agree as follows:

1. Promotion of Strategic Partner's Products.

a. Strategic Partner grants to the Company a non-exclusive right to promote Strategic Partner's Products during the term of this Agreement.

b. The Company shall promote the Products in the manner determined appropriate by the Company, which may include links to Strategic Partner's web sites, framing over various pages of Strategic Partner's web sites, or through mutual development of co-branded web pages. All sales of Products will be effected through Strategic Partner's billing, server and computer systems, unless otherwise provided for in Exhibit 2. At some future point, billing may be done through the Company in an arrangement to be mutually agreed upon by the Company and the Strategic Partner.

c. Strategic Partner agrees to provide all customer service and support for the Products with reasonable responsiveness and turn-around times.

d. Strategic Partner will reasonably cooperate with the Company to effect the items contemplated above.

2. Term. The initial term of this Agreement shall be one (1) year from the date hereof. Thereafter this Agreement will renew automatically for additional terms of one (1) year unless either party shall given written notice at least 30 days prior to any such renewal that the Agreement shall not so renew.

3. Compensation.

a. Strategic Partner will pay the Company a commission on Products sold to Company Customers, in the amount set forth in Exhibit 2.

b. Payments for the commission owed for all Products sold to Company Customers shall be made within 30 days after the close of the month in which purchases are made. If the payment due hereunder is less than $100, the payment shall be held until aggregate amounts owed exceed $100 and then the full payment shall be made to the Company.

c. Any late payments of commissions shall accrue interest at the rate of 1% per month, or the maximum permitted by law, whichever is less.

d. Strategic Partner shall provide to the Company a written commission report within 30 days after the close of each month setting forth (1) the names, addresses, phone numbers and email addresses (when provided) of Company Customers; (2) the Products purchased by Company Customers with sales prices, (3) the commission owed to the Company, and (4) such additional information as may be reasonably requested by Company....

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