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WEB CONTENT PARTNERSHIP AGREEMENT



This Web Content Partnership Agreement (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Site Owner"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at:

  [YOUR COMPLETE ADDRESS]


AND:  [CONTENT PROVIDER NAME] (the "Content Provider"), an individual with his main address located at OR a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS, [SITE OWNER NAME] is the owner or licensee of certain Web services which are accessible through the URL www.WEBSITE.com (the "Site Owner Site"), and as well the URLs www.WEBSITE2.com and www.WEBSITE3.com (all sites are collectively referred to as the "Site Owner Network");

WHEREAS [CONTENT PROVIDER NAME] operates an Internet site with a URL www.PROVIDER-SITE.com (the "Content Provider Site") that provides [SPECIFY] content (the "Content");

WHEREAS Site Owner wants to establish a web link from the Site Owner Site to a [CO-BRANDED or WHITE LABEL] version of the Content Provider Site (the "Co-branded Site") in order to make the Content easily accessible to Site Owners' users; and

WHEREAS Content Provider wants to establish the Co-branded Site and have it linked to the Site Owner Site in order to expose the Content to Site Owners' users;

NOW, THEREFORE, Site Owner and Content Provider hereby agree as follows:


LINKS

Site Owner will place links, at its sole discretion, from relevant portions of the Site Owner Site to the Co-branded Site. When Site Owner creates an area of the Site Owner Network dedicated to [TOPIC] targeted to [TARGET AUDIENCE], Site Owner will place a link to the Co-branded Site in such area.


CO-BRANDED SITE

Operating and Serving
Content Provider shall launch the Co-branded Site on [DATE] (the "Launch Date"), unless otherwise agreed to by the parties. Content Provider will operate and serve the Co-branded Site in a manner consistent with the present quality standards of Site Owner and which meets response performance standards for Site Owner users at least as good as those of the Site Owner Site. In addition, Content Provider will be responsible for system operation software costs, hardware costs, and network costs.

Content Provider will generate weekly traffic reports and provide Site Owner with traffic reports. Content Provider will be responsible for integration of Site Owner's ad serving software with the Co-branded Site. Content Provider shall not sell or place advertisements or sponsorships on any page of the Co-Branded Site for any entity or person and shall not sell any merchandise or other items on any page of the Co-branded Site without the prior approval of Site Owner. In addition, without Site Owner's prior approval, Content Provider shall not place a link to the Content Provider Site or any other site on the Co-branded Site.

Additional services and functionality that are developed by Content Provider for the Content Provider Site (or any successor to it) will be provided by Content Provider at no cost so that the Co-Branded Site is maintained at a level substantially equal to the Content Provider Site as it appears from time to time. Site Owner may elect not to include on the Co-branded Site any such additional services and functionality. Site Owner shall have the right to provide online access to the Co-Branded Site to Site Owner's subsidiaries, joint venture partners of Site Owner, and licensees of the Site Owner Web services.

Look and Feel; Branding
Site Owner shall create and design the "look and feel" of the Co-branded Site. The Co-branded Site shall include Content Provider's logo (subject to Site Owner's approval) displayed on each page, unless otherwise agreed to by both parties. Site Owner, in its sole discretion, shall determine the URL (domain name) of the Co-branded site.


ADVERTISING

In its sole discretion, Site Owner will sell advertising and/or sponsorships on the Co-branded Site. [%] of the Net Revenue from such programs shall be awarded to Content Provider and [%] to Site Owner. "Net Revenue" means the net sum payment received by Site Owner less any commissions, transaction fees or other attendant costs such as [SPECIFY]. Payment will be made [NUMBER] days following the [MONTH/QUARTER] in which Site Owner actually receives the revenues. Content Provider will have the right, at its expense (except as provided below) to audit Site Owner's books and records for the purpose of verifying Net Revenues. Such audits will be made no more than [NUMBER] times per year, on no less than [NUMBER] days written notice, during regular business hours, by auditors reasonably acceptable to Site Owner. If the auditor's figures reflect Net Revenues higher than those reported by Site Owner, Site Owner will pay the difference. If the auditor's figures vary more than 10% from the figures provided by Site Owner, Site Owner will also pay the cost of the audit.


TEASERS

Site Owner may use portions of the Content to create "teasers" (previews) to be displayed, in Site Owner's sole discretion, throughout the Site Owner Site and throughout any website or network of sites to entice users to view the Co-branded Site.


PARTNER FEES

Content Provider will pay Site Owner [%] of the fees (the "Partner Fees") charged by Content Provider to partners whose products, services and/or ads are displayed on the Co-branded Site. Payment will be made [NUMBER] days following the month in which Content Provider begins displaying partners' products, services and/or ads on the Co-branded Site. Content Provider will provide Site Owner with monthly reports regarding the Partner Fees invoiced and collected during the prior month. Site Owner will have the right, at its expense (except as provided below) to audit Content Provider's books and records for the purpose of verifying the Partner Fees. Such audits will be made no more than [NUMBER] times per year, on no less than [NUMBER] days written notice, during regular business hours, by auditors reasonably acceptable to Content Provider. If the auditor's figures reflect Partner Fees higher than those reported by Content Provider, Content Provider will pay the difference. If the auditor's figures vary more than 10% from the figures provided by Content Provider, Content Provider will also pay the cost of the audit.


LICENSES

To the extent access to the Co-branded Site is deemed a use, public display, transmission, distribution or reproduction of the Content, or to the extent the Content is actually used, publicly displayed, transmitted, distributed or reproduced on the Site Owner Site, Content Provider hereby grants Site Owner a non-transferable (except as provided herein), royalty-free (except as provided herein), worldwide license to use, publicly display, transmit, distribute and reproduce the Content during the Term solely for the purposes described herein. In addition, subject to the terms and conditions of this Agreement, Site Owner hereby grants Content Provider, and Content Provider hereby grants Site Owner, the right to reproduce and display the other's logos, trademarks, trade names and other similar identifying material solely for the limited purposes described herein.


NO INFRINGEMENT

Each party has the right to enter into this Agreement and to grant the licenses provided herein. Each party represents and warrants that neither its website nor any elements or parts thereof (other than content placed on such site by a third party, of which the site owner does not have actual knowledge) will violate or infringe upon the patent, copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any person, nor will same constitute a libel or defamation of any person or entity. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABIITY OR OTHERWISE WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.


INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party and the other party's officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach of any warranty, representation, covenant or agreement made by the indemnifying party in this Agreement. The foregoing indemnity is conditioned upon: prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; complete control of the defense and settlement thereof by the indemnifying party; and such reasonable cooperation by the indemnified party in the defense as the indemnifying party may request.


PRESS RELEASES

The parties may jointly prepare press releases concerning the existence of this Agreement and the terms hereof. Otherwise, no public statements concerning the existence or terms of this Agreement will be made or released to any medium except with the prior approval of both parties or as required by law.


CONFIDENTIALITY

During the Term of this Agreement and thereafter, each party will use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure.

As used in this Agreement, the term "Confidential Information" refers to:

The terms and conditions of this Agreement;

Each party's trade secrets, business plans, strategies, methods and/or practices; and

Any other information relating to either party or its business that is not generally known to the public, including but not limited to information about either party's personnel, products, customers, marketing strategies, services or future business plans. 

Notwithstanding the foregoing, the term "Confidential Information" specifically excludes:

Information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other party;

Information that is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party's written records, and which was not acquired, directly or indirectly, from the other party; 

Information that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and

Information independently developed by either party's employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder.


TERM

The term ("Term") of this Agreement will commence on the effective Date first written above and continue until [DATE] unless terminated earlier as provided below. This Agreement will renew automatically for successive [ONE YEAR] periods unless either party gives written notice of non-renewal to the other party at least [NUMBER] days prior to any such renewal date.


TERMINATION

Either party may terminate this Agreement:

If the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business;

Upon the occurrence of a material breach of a material provision by the other party if such breach is not cured within [NUMBER] days after written notice is received by the breaching party identifying the matter constituting the material breach;

Upon [NUMBER] days written notice if the other party's product or service, viewed as a whole, ceases to be competitive with substantially similar services then being offered by third parties; or

By mutual consent of the parties. 

In addition, Site Owner may terminate this Agreement within [NUMBER] days from the effective date.


RELATIONSHIP OF PARTIES

Content Provider and Site Owner are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.


CHOICE OF LAW AND FORUM

This Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of [STATE/PROVINCE] applicable to contracts entered into and wholly to be performed within said location. Both parties hereby consent to the personal jurisdiction of [STATE/PROVINCE], acknowledge that venue is proper in any official court in [STATE/PROVINCE], agree that any action related to this Agreement must be brought in a an official court in [STATE/PROVINCE], and waive any objection it has or may have in the future with respect to any of the foregoing.


ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements between the parties concerning the subject matter, and cannot be amended except by a writing signed by both parties. No party hereto has relied on any statement, representation or promise of any other party or with any other officer, agent, employee or attorney for the other party in executing this Agreement except as expressly stated herein.


COUNTERPARTS AND FACSIMILE SIGNATURES

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile signatures will be considered original signatures.


LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS; PROVIDED THAT THIS SECTION DOES NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (A) WILLFUL AND MALICIOUS MISCONDUCT; (B) DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY; (C) BODILY INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (D) INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER.

SURVIVAL

All terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and assigns.



IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


[YOUR COMPANY NAME]        [CONTENT PROVIDER NAME]




                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title


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