Exhibit 10.20
INTERNET PROFILES CORPORATION
CUSTOM REPORTING SERVICES AGREEMENT
This Agreement ("Agreement") sets forth the terms and conditions upon which
Internet Profiles Corporation, a California corporation ("I/PRO"), will provide
custom research services to Talk City, Inc.("Customer") beginning April 5, 1999,
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until this Agreement is terminated in accordance with the terms of this
contract.
Custom Reporting Services. I/PRO will provide website and chat server
data measurement, analysis and audit services ("the Work") retroactively for the
period January 1, 1999 to March 31, 1999.
Confidentiality and Ownership. I/PRO acknowledges that in the course of
the transactions contemplated by this Agreement, I/PRO may be provided with
confidential information about Customer (including log information and
information relating to Customer's planned or existing computer systems and
systems architecture) and confidential information of third parties with which
Customer conducts business (such information being referred to collectively as
"Confidential Information"). In recognition of the foregoing, and subject to the
"Publicity; Data" section below, the parties agree that without written consent
from the other party to treat all Confidential Information of the other and
third parties as confidential, maintaining such information in strict
confidence, using at least reasonable care to avoid unauthorized use or
disclosure of such information.
Reporting Services. Customer will provide I/PRO with log data files
relating to the use of Customer's World Wide Web Site and internet Chat server
("Log Data"). Following receipt of such information, I/PRO will perform the
Custom Reporting Services as specified herein.
Publicity; Data. Customer agrees to permit I/PRO to disclose to
potential new clients that it has performed various services for Talk City,
Inc., however, the specifics and results of such services must be kept
confidential by I/PRO. Further, disclosure of Talk City's name or reference to
the services that were contracted for by Talk City in connection with any form
of public advertising or marketing by I/PRO is strictly prohibited. I/PRO agrees
that the results of its work or any document prepared by I/PRO in connection
with the services it has provided for Talk City may be referred to or included
as part of any public document produced by Talk City.
Limitations of Liability. I/PRO will have no responsibility for any
errors or omissions in the Log Data, or any errors in reports resulting
therefrom. Customer will indemnify and hold harmless I/PRO and I/PRO's employees
and agents against any lawsuit, claim, expense or other loss (including
reasonable attorneys' fees and costs) incurred by them as a result of any
inaccuracy or omission in the Log Data. In no event will I/PRO be liable to
Customer on any basis (i) for indirect damages, lost profits or other
consequential damages of any kind, or (ii) other than for damages resulting
directly from errors and omissions resulting from I/PRO's gross negligence or
willful misconduct. Reports will be subject to the limitations and disclaimers
set forth in such reports.
Payment. The total cost of the Work is a flat fixed amount of
$22,500.00. At the completion of the Work, a summary report will be provided to
the Customer by I/PRO, after which the total amount will be payable within 30
days. Late payments under this Agreement shall bear interest from the due date
at a rate of 1.5% per month or, if less, the maximum interest rate permitted by
law. I/PRO may, at its discretion, xxxx on an ongoing basis for work completed.
Miscellaneous. This Agreement is in force until the completion of the
Work, or upon the written agreement of both parties. This Agreement is governed
by California law, and contains the complete expression of the agreement between
the parties, superseding all written or oral agreements. This Agreement may only
be amended or modified only in writing.
INTERNET PROFILES CORPORATION (I/PRO): CUSTOMER:
Date: April 8/99 Date: 4-8-99
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Signature: /s/ XXXX XXXXXX Signature: /s/ XXXXXXX XXXXXXXX
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Signatory's Name: XXXX XXXXXX Signatory's Name: XXXXXXX XXXXXXXX
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Title: RESEARCH MGR Title: SR VP, CFO & CAO
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