PreferredPartnerAgreement优先合作协议.doc

Preferred Partner Agreement优先合作协议

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5.1. PAYMENT. Pursuant to the terms and conditions set forth herein, AAA shall pay to BBB a fee of $ _________(the Fee ), payable in accordance with the following payment schedule:

(a) * * * payable on the earlier of (i) the Effective Date, or (ii) _________,_________,_________(M/D/Y);

(b) (c) (d) (e)

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_________,_________,_________(M/D/Y);

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_________,_________,_________(M/D/Y);

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_________,_________,_________(M/D/Y);

_________,_________,_________(M/D/Y); and

(f)

5.2. TRANSACTION FEES FROM PRODUCT SALES.

(a) AAA shall pay to BBB a transaction fee of * * * of the Net Proceeds on Qualified Sales of Products originating from the Storefront on the BBB Health Site (the Transaction Fee ). As used herein, Net Proceeds means revenue actually received by AAA for any such sale from its Affiliated Partners.

(b) Transaction Fees are due and payable on the thirtieth (30th) day after the calendar quarter following the calendar quarter in which the revenue was received. If a Product that generated a Transaction Fee is returned, the corresponding Transaction Fee will be deducted from the next quarter’s payment.

Transaction Fee checks shall be accompanied by a report. The form, content and frequency of the report may vary from time to time in AAA’s discretion; provided, however, that such reports shall be issued no less frequently than once per calendar quarter and shall

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_________,_________,_________(M/D/Y).

contain sufficient information to enable BBB to determine if the appropriate Transaction Fees have been paid.

(c) If the Transaction Fees payable to BBB for any calendar quarter are less than $100.00, AAA will hold such Transaction Fees until the total amount due is at least $100.00 or until this Agreement is terminated, whichever occurs first. If a Product generating a Transaction Fee is returned by the User, AAA will deduct the corresponding Transaction Fee from the next quarterly payment. If there is no subsequent payment, AAA will send BBB a bill for the transaction fees, and BBB shall reimburse AAA.

5.3. ADVERTISING AND REVENUE SHARE.

(a) During the term of the Agreement, BBB shall have the first right to sell advertising space on the BBB Health Site. AAA may sell any excess advertising, subject to BBB’s acceptance of such advertising. The Net Advertising Revenue (as defined below) generated by BBB from such advertising shall be shared between the parties with * * * of such Net Advertising Revenue allocated to BBB and * * * of such Net Advertising Revenue allocated to AAA. In the event that AAA sells such advertising, then AAA shall receive * * * of such Net Advertising Revenue and * * * of such Net Advertising