Dealer direct Program Agreement(USA)DEALER DIRECT PROGRAM AGREEMENT ?This DEALER DIRECT PROGRAM AGREEMENT (;Agreement;) is made and entered into as of April?16, 2004 (the ;Effective Date;) by and between BARNES?& NOBLE BOOKQUEST LLC, a Delaware limited liability company having an office at 76 Ninth Avenue, New York, New York 10011 (;BNBQ;) and ALIBRIS, a California corporation having an office at 1250 45th Street, Suite 100, Emeryville, California 94608 (;Alibris;). W I T N E S S E T H: ?WHEREAS, BNBQ operates an Internet-based program (the ;BNBQ Dealer Direct Program;) that provides Internet users with the opportunity to purchase rare, secondhand, hard to find and out-of-print books (collectively, as sourced through Alibris under this Agreement, the ;Used?& Hard to Find Books;) directly from the dealers of such Used?& Hard to Find Books;?WHEREAS, Alibris operates an Internet-based business wherein third party booksellers list their respective inventories of Used?& Hard to Find Books with Alibris for the purpose of facilitating the sale thereof,?WHEREAS, Alibris and BNBQ desire to facilitate the participation in BNBQ's Dealer Direct Program of third-party booksellers that currently sell items through Alibris' Internet-based business;?WHEREAS, Alibris wishes to participate in the BNBQ Dealer Direct Program as a service commissionaire, and as a service commissionaire, Alibris shall facilitate the sale of Used?& Out of Print Books by Alibris Dealers (defined below) under the terms set forth in this Agreement using the BNBQ Dealer Direct Program (the ;Services;); and?WHEREAS, Alibris and BNBQ were parties to that certain Dealer Direct Program Agreement, dated March?5, 2003 (the ;Old DDP Agreement;), which expired on April?15, 2004 and desire to enter into this Agreement for the period after the expiration of the Old DDP Agreement.?NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings provided for herein and for other valuable consideration, the receipt and legal sufficiency of which the parties hereby acknowledge, the parties covenant and agree as follows:1.?DEFINITIONS AND INTERPRETATION. 1.1 Definitions.?In this Agreement, unless the context clearly requires otherwise, the following capitalized terms have the following meanings: (a) ;Alibris Book Database; means such portion of Alibris' proprietary database of Used?& Hard to Find Book information and data of and relating to Participating Dealers, including updates to the database, that conforms to the requirements set forth in this Agreement (including without limitation Exhibit?B) and such other requirements as may be agreed to by the parties in writing from time to time. (b) ;Alibris Dealer; means a third party bookseller that (i)?is a member of Alibris' network of booksellers, (ii)?provides Alibris with information and data relating to such bookseller's inventory of saleable Used?& Hard to Find Books, (iii)?accepts the terms of the Alibris Seller Participation Agreement and (iv)?provides Alibris with a worldwide, sub-licensable right to 1 * Note: Confidential treatment has been requested with respect to the information contained within the ;*; marking. The marked portions have been omitted from this filing and has been filed separately with the Securities and Exchange Commission.display such information and data via the Internet in a manner contemplated by this Agreement.(c) ;Alibris Mark-Up; means an amount not to exceed the aggregate of: (a)?* percent (*%) of the Participating Dealer's list price for an Used?& Hard to Find Book; and (b)?the applicable Shipping Mark-Up. (d) ;Alibris Seller Participation Agreement; means the agreement between Alibris and each Alibris Dealer substantially in the form attached as Exhibit?D-1 (and amended from time to time in accordance with the terms therein) by which each Participating Dealer must, either electronically or manually, accept to be bound. (e) ;BNBQ Dealer Agreement; means the agreement between BNBQ and each Participating Dealer in the form attached as Exhibit?D-2 (and amended from time to time in accordance with the terms therein) as supplemented by the Participating Dealer Performance Guidelines by which each Participating Dealer must, either electronically or manually, accept to be bound. Acceptance of the BNBQ Dealer Agreement is a prerequisite to any Alibris Dealer being eligible to participate in the BNBQ Dealer Direct Program. (f) ;Business Day; means a day other than a Saturday, Sunday or United States Postal Service Holiday. (g) ;Calendar Week; means the seven-day period commencing at 12:00:00?a.m. (New York time) on Monday and ending at 11:59:59?p.m. (New York time) on Sunday. (h) ;Claims; means any and all claims, counterc