Agreement Ford Motor Co and Bolt Inc

Agreement

This document entered into between the Parties as of the

day of , constitutes a valid and binding agreement between

, a Delaware corporation with its principal place of business at ("Ford") and , a Delaware corporation with its principal place of business at ("Bolt") (Ford and Bolt herein being referred to as the "Parties"). The Parties have agreed as follows:

1. Scope

Ford has agreed to purchase media from Bolt on the Bolt.com web site, which purchase will include: having Bolt create and maintain a Cars.Bolt.com component of Bolt's web site; purchasing from Bolt certain interactive content and interactive service elements; having Bolt provide certain exclusive interactive features; and having Bolt conduct certain market research through Bolt's Business Intelligence Group.

2. Term

The term of this agreement ("Term") shall commence on

and will continue through unless terminated earlier pursuant to paragraph 4.(c), below; provided, however, that Ford and Bolt will both have the option to terminate this agreement by giving the other party written notice at least 60 days prior to the applicable termination date.

3. Exclusivity

During the Term hereof Bolt agrees that Ford and that Bolt . For purposes of this Agreement, the term "affiliates" shall be deemed to include any wholly or partially owned subsidiary of Ford as well as any Ford, Lincoln, Mercury, Volvo, Jaguar, Aston Martin, Mazda, or Think! new or used vehicle dealer. Furthermore, Ford shall have exclusivity within the automotive category on "bolt.com" and its affiliated websites and Bolt shall not accept content and/or advertising from any third parties with respect to any and all promotion of cars, trucks, or other motor vehicles; motor vehicle parts and accessories; services for motor vehicles; credit or financing for motor vehicles; and the sale or leasing of motor vehicles.

In addition, for one (1) year following the expiration or termination of this agreement, Bolt agrees that any automotive website that it is associated with will not duplicate specific applications developed for or by Ford, or distinctive elements that are solely and exclusively used by the Ford/Bolt Cars.Bolt.com website.

4. Payment Terms and Minimum Impressions Guarantee

(a) Ford will pay Bolt the sums set forth below for all media, services, rights and materials provided by Bolt:

(1) the sum of $ within 45 days following execution and delivery of this agreement by both parties,

(2) the sum of $ for the calendar year 2000, payable in equal monthly installments of $

(3) the sum of $ for the calendar year 2001, payable in equal monthly installments of $

(4) the sum of $ for the calendar year 2002, payable in equal monthly installments of $

(b) The payment of all sums by Ford shall be conditioned upon Bolt meeting certain impression guarantee levels. An impressions breakdown for calendar year 2000 has been provided by Ford to Bolt and is included in Exhibit A and serves as further definition to Bolt's Insertion Order in Exhibit B.

At least 60 days before the end of calendar year 2000 Ford shall provide Bolt with an impressions breakdown for calendar year 2001 and such impressions breakdown will then become fully incorporated into this agreement; and at least 60 days before the end of calendar year 2001 Ford shall provide Bolt with an impressions breakdown for calendar year 2002 and such impressions breakdown will then become fully incorporated into this agreement.

In the event impression guarantees are not achieved as determined by Ford, Bolt will provide Ford with make-goods with a bonus or at Ford's option, Ford may take a credit against the next monthly payment due.

(c) Tracking reports must be sent bi-weekly to Doug Weiland at Ford's media buying agency Ford Motor Media, via fax to or e-mailed to , with copies to Jamie Allison via fax to or e-mailed to .

(d) Amounts paid after their due date shall bear interest at the rate of one and-one half percent per month until paid in full.

5. Design, Implementation and Content of "Cars.bolt.com" Website

(a) Creation of the "Cars.bolt.com" Website. Bolt shall be primarily responsible for the creation of the "Cars.bolt.com" website. Bolt agrees that it will consult with Ford concerning the design, implementation, maintenance and initial content of the website.

(b) Interactive Content Elements. Bolt will develop certain chat rooms, moderated message boards, and other interactive content in the normal course of business and as otherwise mutually agreed upon by the Parties.

(c) Launch Date

The site will be launched in accordance with the timetable set forth in Exhibit A.

(d) Consumer Questions and Complaints

Bolt shall be responsible for all customer service relative to the operation of the Cars.bolt.com website, including handling and resolution of customer questions or complaints.

(e) Availability

The Cars.bolt.com website shall be publicly available approximately twenty-four (24) hours each day, excepting necessary maintenance and Internet performance issues outside the reasonable control of Bolt.

(f) Traffic Reporting

Bolt shall provide Ford with aggregate periodic traffic/website performance reports in a manner mutually agreed upon by both Parties.

(g) Security

Each Party shall take all reasonable measures to prevent unauthorized access to consumer data obtained through the operation of the website, and any databases or other sensitive material generated from or used in conjunction with the website.

(h) Website Backup

Bolt.com will provide daily and permanent backups of the information detailed in this Agreement and housed on its servers.

6. Accuracy of Information Published on Bolt.com and Cars.Bolt.com

Each Party shall be responsible for the quality and accuracy of information and content supplied by it contained on Bolt.com and Cars.Bolt.com and any additional related sites or links created from time to time.

7. Information Obtained From Consumers

[*]. Notwithstanding the foregoing, Bolt will not sell, transfer, or otherwise provide such information to any third parties without the prior written consent of Ford. All information shall be used only as authorized by the user that provided the information, and in strict compliance with Bolt's and Ford's privacy policies.

8. Intellectual Property

(a) Bolt Intellectual Property

As between the Parties, Bolt is, and shall remain, the owner of all right, title and interest in and to the Bolt.com website and the Cars.Bolt.com website, including all trademarks, copyrights, software, programs, text, audio, images, graphics, look and feel, animation, sound, video, and other content associated with the Bolt Intellectual Property.

(b) Ford Intellectual Property

As between the parties, Ford is, and shall remain, the owner of all right title and interest in and to all materials provided to Bolt by Ford in the course of this Agreement, including all custom templates and all software, programs, text, images, graphics, look and feel, animation, sound, video, and other content associated with the Ford Intellectual Property.

(c) Trademark Licenses

Each Party grants to the other, during the Term of this Agreement, a royalty-free, non-exclusive license to use, reproduce and display the trademarks, service marks, and design marks listed on the attached Exhibit E.

9. Representations and Warranties

Each of Bolt and Ford represents and warrants that:

(1) it is a corporation duly organized and validly existing and in good standing under the laws of the state of its incorporation.

(2) it has the full power and authority to enter into and perform its obligations under this Agreement.

(3) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement.

(4) the services to be rendered and the materials provided by each Party neither infringe nor violate any third-party intellectual property right.

10. Provision of Advertising Materials

The content of all Ford advertisements will be supplied, or must be approved in advance, by Ford.

Bolt agrees that it will not place any advertisements or links for "adult sites" or offensive sites on any page containing a Ford advertisement.

11. Additional Bolt Obligations

(a) Bolt.com will place a static front page link to Cars.Bolt.com prominently on the front page of Bolt.com throughout the Term of this Agreement.

(b) Bolt will provide Ford with quarterly market research studies conducted by the BOLT Media, Inc. market research team.

(c) Cars.bolt.com will place a static link to YoungDrivers.com or its designated affiliates as identified by Ford.

(d) Bolt.com will render the disclaimer listed in Exhibit D on a user's screen prior to any user entering the Design Your Own Dream Car section of the cars.bolt.com channel.

12. Limitation of Liability

In the event that Bolt fails to publish an advertisement, fails to deliver guaranteed impressions, or otherwise fails to perform as provided herein, the sole liability of Bolt and exclusive remedy of Ford shall be limited to termination, later placement, or extension of the Term.

13. Confidentiality

During the Term of this Agreement, and for a period of two years following any end date, neither party will use or disclose any Confidential Information of the other party, except as specifically contemplated herein.

14. Indemnification

Bolt and Ford agree to indemnify, defend, and hold harmless the other Party from and against all losses, liabilities, damages, actions, claims, expenses and costs arising out of or in connection with any breach of this Agreement or material supplied in furtherance of this Agreement.

15. Publicity

The Parties agree that no press releases, announcements or statements of any kind will be made regarding this Agreement without the prior written consent of the other Party.

16. Dispute Resolution

(a) Initial Meeting

The Parties shall hold a meeting promptly, attended by persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution.

(b) Mediation

If, within ten (10) business days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation in accordance with the then-current rules of the Center for Public Resources.

(c) Arbitration

The Parties agree to participate in good faith in the mediation and negotiations related thereto. If unsuccessful, the Parties agree to submit the matter to binding arbitration.

(d) Procedure

Mediation or arbitration shall take place in Dearborn, Michigan unless otherwise agreed by the Parties. The substantive and procedural law of the State of Michigan shall apply.

17. Miscellaneous

(a) No Agency or Partnership Relationship

In no event shall the Parties be deemed to have any agency or partnership relationship between them as a result of this Agreement.

(b) Assignment

This Agreement may not be assigned or transferred to a third party without the prior written consent of the other Party.

(c) Entire Agreement, Amendment, Waiver

This Agreement embodies the entire agreement of the Parties and supersedes any other agreements or understandings between them.

(d) Notices

If to Ford:

, Attn: Corporate Secretary, The American Road, Dearborn, MI 48121

If to Bolt:

, Attn: Corporate Secretary, 304 Hudson Street, New York, NY 10013

(e) Excusable Delays

Neither Party shall be liable for a failure to perform any of its obligations hereunder that arise from causes or events beyond its reasonable control and without its fault or negligence.

(f) Partial Invalidity

Any provision of this Agreement which is found to be invalid or unenforceable by any court in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability.

(g) Title and Headings

Titles and headings of articles and sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement.

(h) Survival

Notwithstanding anything to the contrary contained herein, any representations and warranties made by the Parties shall survive the term of this Agreement for a period of six (6) years.

(i) Counterparts

This Agreement may be executed in counterparts each of which will be deemed an original.

(j) Governing Laws

This Agreement is governed by the internal laws of the State of Michigan.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.