Legal Research Assignment 4

Using the Internet, go to  http://sec.edgar-online.com/2004/04/20/0001047469-04-012705/Section3.asp Read the contract between Barnes and Noble Bookquest and Alibris.  Answer the following questions. Describe what this contract is really all about – what is going on between the two parties? (12points) The contract is about the participation of Alibris, an Internet-based company, in the Dealer Direct Program of Barnes and Noble Bookquest, which provides customers to purchase regular and hard-to-find books through the Internet.

In the contract there are a number of terms that have been deleted and replaced with [***].  Discuss why a party may want to keep portions of their contracts confidential.  (6 points) The portions that have been deleted and replaced with [***} pertain to profit sharing of the two companies.  This was performed in order to keep the companies security and privacy intact especially in terms of terms of their mark-up prices for books that are the prime commodity of their businesses. Read Section 15.7 and 15.8.  Why are these important clauses to have in a contract?  Knowing what you know about ADR, is there anything missing?  (12 points)

The sections 15.7 and 15.8 identify the court who can exercise this agreement and that is the court in the state of New York.  This portion of the agreement also explains that any negotiation beyond what is stipulated in the agreement may not be changed outside the court who has jurisdiction over this agreement.

Review the following web pages: http://www.alibris.com/about/about-home.cfm?S=R http://www.barnesandnoble.com/used/help/authsell.asp?z

Given the nature of each of these businesses, discuss why you think each would want to be a party to this contract (12 points): Alibris is a relatively new online book company that sells books that are commonly hard to find.  On the other hand, Barnes and Noble also sells books online and these are usually regular books.  The agreement thus helps each book company because Alibris needs a bigger clientele, while Barnes and Noble needs the capacity to also sell hard to find books.

The Agreement has a number of Exhibits which seem to deal with very detailed and small issues.  Why would it be important for Barnes & Noble to have these exhibits?  (8 points) The number exhibits is important for Barnes and Noble because these items identify which items are the actual products of Barnes and Noble.  The exhibits serve as the company’s trademarks.  The same situation goes with Alibris, hence it is important that these exhibits be discussed in the agreement.