This Agreement, dated as of January 24, 2000 is made and entered into by and between Amazon. com Commerce Services, Inc., ("ACI"), an indirect wholly owned subsidiary of Amazon. com, Inc. ("Amazon. com"), and drugstore. com, inc. ("drugstore. com"). ACI and drugstore. com sometimes are referred to collectively as the "Parties" and individually as a "Party."ACI and drugstore. com agree as follows:

Section 1. Definitions

Whenever used in this Agreement with initial letters capitalized, the following terms shall have the following specified meaning:

"Amazon. com Health and Beauty Section" means an Amazon. com Product Section, to be created pursuant to this Agreement, featuring Drugstore Products and Beauty Products, to be labeled either "Drugstore," "Health and Beauty" or such other title as mutually agreed by the Parties.

"Amazon. com Product Section" means any discrete group of products and services available at any time during the Term on the Amazon. com Site that is identified by a tab or other top-level product category identifier on the Amazon. com Site Home Page (such as "Books," "Music," "DVD and Video," "Toys," etc.), but excluding (a) the Amazon. com Site Home Page itself, and (b) any mechanisms, areas or services on or through which independent third parties may sell products or services through the Amazon. com Site (including, without limitation, the existing "Auctions", "zShops", "Sothebys. amazon. com" and "Amazon. com Advantage" areas and services of the Amazon. com Site, and any successors or replacements thereto).

"Amazon. com Site" means that Web Site, the primary Home Page for which is identified by the URL www. amazon. com (and any successor or replacement Web Site). For the avoidance of doubt, the "Amazon. com Site" does not include any other Web Sites maintained by or for Amazon. com, ACI or its Affiliates (including, without limitation, those Web Sites with the primary Home Pages identified by the URL's www. amazon. co. uk and www. amazon. de).

"Amazon. com Site Functionality" means, collectively: (a) tab, search and browse functionality available to users of the Amazon. com Site for navigating through Amazon. com Product Sections; (b) payment and transaction functionality available to users of the Amazon. com Site for purchasing products (including, without limitation, "shopping cart" and "Payment with 1-Click" functionality), (c) any other functionality available on the Amazon. com Site that ACI may make available to drugstore. com from time to time, and (d) any future equivalents, improvements and enhancements of any of the foregoing.

"Affiliate" means, with respect to either Party, any individual or entity that directly or indirectly controls, is controlled by or is under common control with that Party, or which such Party beneficially owns at least fifty percent (50%) of the equity interests therein; excluding any entity for which a drugstore. com or Amazon. com does not directly or indirectly control the operation and management thereof.

"Beauty Products" means cosmetics and other makeup products, fragrance products, bathing products, skin care products and hair care products.

"Change of Control" means, with respect to drugstore. com, a transaction or series of related transactions that results in (a) a sale of all or substantially of the assets of drugstore. com, (b) the transfer of fifty percent (50%) or more of the outstanding voting power of drugstore. com (other than to a subsidiary corporation wholly-owned by drugstore. com), (c) the acquisition by a person or entity, by reason of any contractual arrangement with one or more persons or entities, of the right or power to appoint or cause to be appointed a majority of the directors or officers of drugstore. com.

"Closing" means the consummation of the purchase of common stock of drugstore. com by Amazon. com pursuant to the Stock Purchase Letter Agreement between Amazon. com and drugstore. com (the "Purchase Agreement").

"Confidential Information" means all nonpublic information relating to a Party or its Affiliates that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, including without limitation any information disclosing that a specific end-user traveled from the Amazon. com Site to the drugstore. com Site (however obtained). Confidential Information includes, without limitation, (a) all nonpublic information relating to a Party's or its Affiliates' technology, customers, business plans, promotional and marketing activities, finances and other business affairs and (b) all third party information that a Party or its Affiliates is obligated to keep confidential. Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten knowledge. Confidential Information does not include any information that (i) has become publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party or its Affiliates, (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information.

详细内容见附件