Website Linking Agreement

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y international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE

Copyright Envision SBS. 2004. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGALAND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY,THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

WEBSITE LINKING AGREEMENT

This Website Linking Agreement (the "Agreement") is made and effective the [DATE]

BETWEEN: [LICENSOR NAME] (the "Licensor"), a corporation organized and existingunder the laws of the [STATE/PROVINCE], with its head office located at:

AND: [LICENSEE NAME] (the "Licensee"), a corporation organized and existingunder the laws of the [STATE/PROVINCE], with its head office located at:

RECITALS

WHEREAS, Licensor is the owner and operator of a site on the World Wide Web which is devoted to[DESCRIBE] and which is located at the following domain address: [ADDRESS] ("Licensor's Site");

WHEREAS, Licensee is the owner and operator of a site on the World Wide Web which is devoted to[DESCRIBE] and which is located at the following domain address: ("Licensee's Site");

WHEREAS, Licensee wishes to obtain a graphic link on Licensor's Site on which users of Licensor's Sitecan click to be transported to Licensee's Site; and

WHEREAS, Licensor is willing to provide such a link Licensors Site for Licensee, in consideration forreceiving compensation as set forth in this Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forthherein, the Licensor and Licensee agree as follows:

1. LINK GRAPHIC AND POSITION

Licensor shall place the Licensee's Image on the Licensor's Home Page so that the Licensee's LinkGraphic is immediately visible upon the first load of Licensors Home Page by a User when loaded intothe standard industry browsers (Netscape most current version and Microsoft Internet Explorer mostcurrent version) on a standard VGA monitor at 640 by 480 resolution when the browser is running in fullscreen configuration. In such configuration, the Licensee's Image shall not be less than [NUMBER] pixelsby [NUMBER] pixels in size. The Licensee's Image when clicked by a User's mouse will transport theUser through the Users web browser from Licensor's Site to Licensee's Site.

Licensee shall cause the Link placed on Licensors Site to load to Licensees Home Page and shall notplace the Link to a page that automatically reloads or goes to another page without further interactionfrom the User.

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2. COMPENSATION

ALTERNATIVE I FIXED MONTHLY FEE

In consideration for providing the link described in this Agreement, Licensee shall pay to the Licensor, amonthly fixed fee of [AMOUNT] per month.

ALTERNATIVE II FEE BASED ON ADVERTISING REVENUES

In consideration for the linking rights provided by Licensor hereunder, Licensee shall pay Licensor anamount equal to the Licensors Share of Advertising Revenue as defined in this Agreement.

The Licensors Share of Advertising Revenues shall be calculated on a monthly basis and payment shallbe made prior to the end of the month following the month relative to such calculation. The LicensorsShare of Advertising Revenues shall be determined by multiplying the Total Advertising Revenues by theLicensors Percentage. Licensor's Percentage shall be determined by dividing total number of Hits on theLicensee's Site by Users arriving through the Link during the month of calculation by the total number ofHits on Licensee's Site by all Users in that calendar month. Total Advertising Revenues shall mean and

include the total gross revenues less only commissions payable with respect to such advertising revenuesfrom all forms of advertising that are paid to Licensee during the month of such calculation. For purposeshereof, an Impression shall be occur upon any User loading any web page of the Licensees Site in theUsers web browser. Impression shall not include visits to the Licensees Site by Licensor or any of itsagents or employees and Licensor shall be strictly prohibited from taking, causing or permitting any actionby any third party to artificially increase the number of Hits to Licensees site through the Licensors link.

Licensee shall be responsible for maintaining a system to track the qualified Hits created through theLicensors link and shall maintain records of all such Impression which shall be subject to review byLicensor upon [NUMBER] days written notice to Licensee. Licensee shall calculate the total number ofImpression along with its calculation of monthly payments due and provide Licensor with a report of suchImpression along with Licensees monthly statement to the Licensor which calculates the linking fee thatis due to Licensor.

Licensee agrees to keep accurate books and records at its principal place of business relating to allfactors used pursuant to the terms of this Agreement to arrive at the monthly fee payable to the Licensor,including but not limited to total Advertising Revenues and associated commissions total number of Hitsto Licensees website and total Hits attributable to Licensors link. Licensee shall make such recordsavailable for inspection by Licensor at Licensees principal place of business upon [NUMBER] dayswritten notice from Licensor; provided, that inspection shall be permitted only once every six months.

Licensee agrees to take all reasonable steps to maintain continued access to its website by the public soas to maximize potential advertising revenues to its site. However, all decisions relative to allocation ofadvertising space on the Licensees website and fees charged for such advertising shall be in thereasonable business discretion of the Licensee.

3. INDEPENDENT CONTRACTORS

The parties are separate and independent legal entities. Nothing contained in this Agreement shall bedeemed to constitute any relationship other than that of two parties to a contract, including but not limitedto the relationship of partners, joint venturers, employees, agency, representative or any otherrelationship creating apparent, implied or actual agency or joint responsibility. Neither party shall have theactual, implied, or apparent authority to bind the other party to any debt or obligation. There shall be nothird party beneficiaries to this Agreement.

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4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party that on the Effective Date and during the entireterm of the Agreement:

a. The representing party has the unrestricted right to enter into this Agreement, and thisAgreement does not conflict with any other agreement or obligation by which such partyis bound.

b. The representing partys Website does not violate the proprietary rights of any thirdparties, including without limitation, copyright, trademark, trade secret, privacy, publicityor other rights.

c. The representing partys Website does not violate any laws, rules, regulations or statutesof any state, federal or local government.

d. The representing partys Website does not include any material which is harmful,pornographic, abusive, hateful, obscene, threatening, or defamatory or which encourages

illegal activities or racism or promotes software or services which deliver unsolicitedemail.

e. The representing partys Website does not contain links to sites displaying the type ofmaterial defined in (d) above through a single connection.

f. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THEOTHER PARTY, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULARPURPOSE OR OTHERWISE, EXCEPT FOR THIS WARRANTIES SPECIFICALLY SETFORTH IN THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHERPARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVEDAMAGES OF ANY KIND OR NATURE.

5. INTELLECTUAL PROPERTY

Except as expressly licensed under this Agreement, each party retains all rights in their respectiveWebsites, and each of their respective trademarks, copyrights, and intellectual property rights.

6. INDEMNIFICATION

Each party agrees to defend, indemnify, and hold harmless the other party, its officers, directors,employees and agents, from and against any claims, actions, causes of action, suits, threats or demands,including without limitation reasonable attorney fees and costs, alleging or resulting from the breach of thewarranties made by such party in this Agreement. The parties shall provide notice to the other party

promptly of any such claim, suit, or proceeding and shall assist the other party, at the other party'sexpense, in defending any such claim, suit, or proceeding.

7. REPORT ON NUMBER OF USERS

Licensee shall collect and report to Licensor the number of users who access the Licensees Home Pagefrom the Link on Licensors Site. This information shall be tracked and reported to the Licensor via Email

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y Copyright Envision SBS. 2004. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGALAND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY,THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

on a monthly basis.

8. ADDITIONAL SITES

Licensee shall notify Licensor in writing when additional sites are linked from Licensees Site. As of theEffective Date, Licensee represents and warrants that only the sites disclosed to Licensor in writing on orbefore the Effective Date hereof are linked from Licensees Site. Licensee represents and warrants thatthroughout the term hereof Licensees Site can be viewed by industry standard web browsers (Netscapeand Microsoft Internet Explorer most current versions).

9. COPYRIGHT

Licensee grants to Licensor a nonexclusive, worldwide license to copy and publicly display the imagewhich includes the link to Licensees Site on Licensors Site as provided in and subject to the terms of this

Agreement.

10. TERM

This Agreement shall be for a term of [NUMBER] year commencing on the Effective Date and terminatingon the [NUMBER] year anniversary date of the Effective Date. This Agreement shall automatically renewfor successive terms of [NUMBER] year each unless either party gives written notice of termination to theother party at lease [NUMBER] days and not more than [NUMBER] days prior to the expiration of the thenexisting term. Notwithstanding the above, either party may terminate this Agreement, with or withoutcause, upon giving [NUMBER] days advance written notice to the other party. Furthermore, this

Agreement may be terminated immediately upon written notice to the other party in the event of asubstantial breach of this Agreement by the other party.

11. TERMINATION

Licensee or Licensee may terminate the Agreement if the other party materially alters the content orstructure of their respective Websites from the state that it is available via the World Wide Web on theEffective Date. Each party shall notify the other party via Email of any material change in the content orstructure of their respective Websites.

12. ARBITRATION

The parties agree to submit any dispute arising out of or in connection with this Agreement, except for anyaction related to the violation or infringement of proprietary rights of either party, to binding arbitration to

be held in [STATE/PROVINCE] before the [ASSOCIATION OR ORGANIZATION] in compliance with therules of the [ASSOCIATION OR ORGANIZATION]. Arbitration shall be in lieu of either partys right to filesuit. Any arbitration shall be final and binding and the arbitrator's order will be enforceable in any court ofcompetent jurisdiction.

13. GOVERNING LAW

This Agreement and the relationship between the parties shall be interpreted under the laws of the State

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of [STATE/PROVINCE].

14. NOTICES

All notices and other communications required or provided for in this Agreement shall be via Email at theEmail addresses for the parties set forth below, except for notices of termination and institutions of

Arbitration or permitted lawsuits, which shall be by Email and by certified mail, return receipt requested.Such notices shall be in writing and shall be deemed to have been duly given if sent by Email, in whichcase delivery shall be deemed to occur upon transmission, or where sent by certified mail, return receiptrequested, upon placing the same in the [COUNTRY] Mail, postage pre-paid. For purposes hereof, thefollowing addresses shall be used for the parties which addresses may be changed by written notice tothe other party as set forth in this Agreement:

If to Licensor: [MAILING ADDRESS]Email Address [ADDRESS]

If to Licensee: [MAILING ADDRESS]Email Address [ADDRESS]

15. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to thesubject matter contained herein, and supersedes all prior oral or written understandings and agreementsrelating to the subject matter hereof. This Agreement may not be altered, modified or waived in whole orin part, except in writing, signed by duly authorized representatives of the parties. No failure or delay byeither party in exercising any rights, power, or remedy under this Agreement shall operate as a waiver of

any such right, power, or remedy.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable,the remaining provisions shall remain in full force and effect as if said provision never existed.

16. LIABILITIES

Neither party shall be held responsible for damages caused by any delay or default due to any forcemajeure or act of God or other contingency that is beyond its control preventing or interfering withperformance hereunder.

17. ASSIGNMENT

Neither party may sell, assign, or transfer their rights or obligations under the Agreement without thewritten consent of the other party. This Agreement shall inure to the benefit of the permitted successorsand assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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LICENSOR LICENSEE

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

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Website Linking Agreement

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