EXHIBIT 10.8
AUTOMOTIVE SERVICES AGREEMENT
This Automotive Services Agreement (the "Agreement") is made as of this
30th day of September, 1998 (the "Effective Date") between Town Pages Limited.,
a UK corporation with its principal place of business at 00 Xxxxxx Xxxxxx,
Xxxxx, Xxxxxxxxx, XX00 0XX ("Town Pages"), and Xxx-Xxxx.xxx Limited
("Xxx-Xxxx.xxx), a UK corporation with its principal place of business at
Courier Buildings, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxx, Xxxx, XX0 0XX.
Recitals
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WHEREAS, Xxx-Xxxx.xxx wishes to act as Town Pages exclusive provider of
auto-related content, and to place certain advertisements on website locations
owned or controlled by Town Pages;
WHEREAS, Town Pages wishes to enter into such an exclusive relationship,
and to accept such advertising, subject to the terms of this Agreement.
NOW THEREFORE, Town Pages and Xxx-Xxxx.xxx, for good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
hereby agree as follows:
Agreement
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1. Definitions.
Capitalized terms used in this Agreement shall have the following meanings:
"Co-Branded Site" shall have the meaning assigned to it in Subsection 3.2
("Co-Branded Site").
"Confidential Information" shall have the meaning assigned to it in Section 9
("Confidentiality").
"Disclosing Party" shall have the meaning assigned to it in Section 9
("Confidentiality").
"Editorial Content" shall mean auto-related editorial content and related
materials provided by Xxx-Xxxx.xxx hereunder.
"End User" means a person who visits Town Pages Site, or who links from Town
Pages Site to the Co-Branded Site, or both.
"Fee" shall have the meaning assigned to it in Subsection 6.1 ("Fees").
"Indemnified Party" shall have the meaning assigned to it in Section 15
("Indemnity").
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"Xxx-Xxxx.xxx Content" shall mean all materials delivered by Xxx-Xxxx.xxx to
Town Pages for display on Town Pages Site, including without limitation the
Xxx-Xxxx.xxx Marks, the Editorial Content, "buttons", "banners", and other
materials described in Exhibit A ("Xxx-Xxxx.xxx Content").
" Xxx-Xxxx.xxx Marks" shall mean the trademarks, logos and other product and
service identifiers of Xxx-Xxxx.xxx described in Exhibit B ("Marks"), and as may
be modified from time to time during the Term upon the agreement of the parties.
"Phase" shall mean the periods of time and the corresponding work assigned to
such periods as described in Exhibit C ("Phases"). For purpose of this
Agreement, there shall be three (3) Phases, designated as "Phase I", "Phase II"
and "Phase III".
"Receiving Party" shall have the meaning assigned to it in Section 9
("Confidentiality").
"Registered User" shall mean an End User who has registered at Town Pages Site.
"Registration Page" shall mean the web page so designated by Town Pages at Town
Pages Site.
"Template" shall have the meaning assigned to it in Subsection 8.2 ("Template").
"Term" shall have the meaning assigned to it in Section 12 ("Term and
Termination").
"Town Pages Site" shall mean xxxx://xxx.xxxxxxxxx.xx.xx, xxx.xxxxxxxxx.xxx, or
such other site so designated by xxxxxxxx.xxx.
"Town Pages Marks" shall mean the domain name and Town Pages trademarks, service
marks, logos and other company and product identifiers provided by Town Pages to
Xxx-Xxxx.xxx under this Agreement, and as may be added to, deleted from or
modified from time to time by Town Pages.
"Auto Services Company" shall have the meaning assigned to it in Subsection 3.1
("Exclusive Auto Services Relationship").
"User Information" shall have the meaning assigned to it in Section 11 ("User
Information and Registration Data").
2. Phase I Services
The parties shall provide Phase I Services as provided herein and as provided in
Exhibit C ("Phases"):
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2.1 E-mail or other approved Promotion. At least one (1) time each
calendar quarter during the Term, commencing with the Effective Date, Town
Pages will direct an e-mail campaign to all Registered Users. Such e-mail
campaign shall, at a minimum, reasonably promote the Co-Branded Site, and
may, at Town Pages discretion, include additional material regarding Town
Pages and its goods and services.
2.2 Framing. TownPages in its sole discretion may frame all or any part of
the Xxx-Xxxx.xxx website (currently, "http///xxx.xxx-xxxx.xxx"), or the
Co-Branded Site.
3. Phase II Services.
The parties shall provide Phase II Services as provided herein and as provided
in Exhibit C ("Phases"):
3.1 Exclusive Travel Services Relationship. Town Pages shall not, during
the Term, enter into any agreements with any of the companies ("Auto Services
Companies") described in Exhibit F ("Auto Services Companies") whereby such Auto
Services Companies shall provide auto-related content substantially similar to
that listed in Exhibit A ("Xxx-Xxxx.xxx Content") to Town Pages and receive
placement of the trademarks, logos, or other company or product identifiers on
Town Pages Site. Notwithstanding the foregoing: (a) Town Pages shall not be
restricted in any manner from accepting banner ads or banner-like ads from any
party; and (b) the foregoing restriction shall not apply to Registered User web
pages (including any "Town Pages Stores" located at such web pages) hosted by
Town Pages.
3.2 Co-Branded Site. Xxx-Xxxx.xxx shall, according to the schedule
contained in Exhibit C ("Phases"), develop and operate a web page (the
"Co-Branded Site"), to be located at one (1) or more server computers owned or
controlled by Xxx-Xxxx.xxx, which shall include content provided by Xxx-Xxxx.xxx
and shall reflect the user interface of the Template as licensed by
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Town Pages pursuant to Section 8 ("Licenses and Standards"). The design, layout,
and "look & feel" of the Co-Branded Site shall be mutually agreed to by the
parties.
3.3 Placement.
(a) Linking to Co-Branded Site. Town Pages shall link by contextual
links, "buttons", or similar identifiers determined by Town Pages, from Town
Pages Site to the Co-Branded Site. The specific pages at Town Pages Site from
which such links may be made shall be determined by and agreed to by both
parties, but may include the following pages as may exist as of the Effective
Date, or as may be created or modified by Town Pages during the Term:
(i) Town Pages homepage
(ii) All Town Pages Local Home Pages
(b) Impressions. Town Pages shall deliver at least: (i) 22,500,000
End User page impressions of Xxx-Xxxx.xxx Content at Town Pages Site during
the first year of the Term in locations at Town Pages Site to be mutually
agreed upon by both parties; (ii) 45,000,000 End User page impressions of
Xxx-Xxxx.xxx Content at Town Pages Site during the second year of the Term in
locations at Town Pages Site to be mutually agreed upon by both parties; and
(iii) 67,500,000 End User page impressions of Xxx-Xxxx.xxx Content at Town
Pages Site during the third year of the Term in locations at Town Pages Site
to be mutually agreed upon by both parties. Such page impressions shall
include, without limitation, all impressions given at Town Pages Site for all
Xxx-Xxxx.xxx banner ads and contextual button impressions. It is the parties'
shared expectation that the foregoing page impressions shall be provided in
the quantities and from the locations at Town Pages Site described in Exhibit
D ("Locations"); provided, however, that the parties understand and agree
that such expectation does not represent any binding obligation on either
party. Town Pages will work with Xxx-Xxxx.xxx to identify the most effective
mix of banner ads, contextual links, and "buttons" to be used on different
pages of Town Pages Site, including but not limited to new sections of Town
Pages Site as they are launched.
The rate per page view will be (pound)4 per 1,000 views. All-Cars
will pay an upfront payment of (pound)90,000 in the first year of the term,
(pound)180,000 upfront payment is in the second year of the term and
(pound)270,000 upfront payment in the third year of the term. The hits will
then be aggregated on a quarterly basis and should the number of page views
exceed the number of page views paid for (at (pound)4 per page) then the
difference will be invoiced at the end of the said quarter. Should the number
of page views at the end of the year be less than the upfront payment amount
this amount will be credited from the forthcoming years upfront payment. And
the forthcoming years upfront payment will revert to the previous years
upfront payment.
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4. Phase III Services.
The parties shall provide Phase III Services as provided herein and as provided
in Exhibit C ("Phases");
4.1 Affiliate Program. At the discretion of Xxx-Xxxx.xxx, Town Pages
shall promote an affiliate program, to be determined solely by Town Pages, to
be located on the Town Pages Site, or such other location as determined by
Town Pages, to allow Registered Users who have personal home pages located at
Town Pages Site to place on such home pages certain Xxx-Xxxx.xxx Content with
links to the Co-Branded Site.
5. Content and Liability.
5.1 Xxx-Xxxx.xxx Content. In addition to all other obligations of
Xxx-Xxxx.xxx with respect to the Phases, Xxx-Xxxx.xxx shall also from time to
time during the Term promptly deliver to Town Pages the Xxx-Xxxx.xxx Content
described in Exhibit C ("Phases"), and shall continue to provide such
Xxx-Xxxx.xxx Content during the Term of the Agreement in accordance therewith.
Such Xxx-Xxxx.xxx Content shall be provided in file transfer protocol ("ftp")
format, at least one (1) time each week.
5.2 Liability. As between Town Pages and Xxx-Xxxx.xxx, Xxx-Xxxx.xxx is
solely responsible for any legal liability arising out of or relating to
Xxx-Xxxx.xxx Content or the Co-Branded Site. The Xxx-Xxxx.xxx Content and the
Co-Branded Site: (a) shall not infringe any third party's copyright, patent,
trademark, trade secret, or other proprietary rights or rights of publicity or
privacy; (b) shall not violate any law, statute, ordinance or regulation
(including without limitation the laws and regulations governing export control,
unfair competition, anti-discrimination or false advertising); (c) shall not be
defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d)
shall not be obscene, pornographic or indecent or contain child pornography; and
(e) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots
or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information.
6. Payment.
6.1 Fees. During the Term, Xxx-Xxxx.xxx shall pay to Town Pages the
following fees: (a) During the first year of the Term, Xxx-Xxxx.xxx shall pay
to Town Pages a fee ("Fee") of (pound)90,000 to be made on the Effective
Date, (b) During the second year of the Term, Xxx-Xxxx.xxx shall pay to Town
Pages a fee of
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(pounds)180,000 on the one-year anniversary of the Effective Date.
(c) During the third year of the Term, Xxx-Xxxx.xxx shall pay to Town Pages a
fee of (pounds)270,000 on the two-year anniversary of the Effective Date.
6.2 Taxes. All fees and payments stated herein exclude and Xxx-Xxxx.xxx
shall pay, any sales, use, property, license, value added, withholding, excise
or similar tax, federal, state or local, related to such payments or the
parties' performance of their obligations or exercise of their rights under
their Agreement and any related duties, tariffs, imposts and similar charges,
exclusive of taxes based on Town Pages net income.
7. Support.
At its sole expense, Xxx-Xxxx.xxx shall be responsible for, and shall provide,
all customer and technical support for End Users relating to the Co-Branded
Site, Town Pages may redirect any End User inquiries regarding theauto component
of the Co-Branded Site to Xxx-Xxxx.xxx.
8. Licenses And Standards.
8.1 Content. Xxx-Xxxx.xxx hereby grants to Town Pages a non-exclusive,
nontransferable worldwide, royalty-free license (without the right to grant
sublicenses) to use, download, or distribute publicly perform, publicly display
and digitally perform the Xxx-Xxxx.xxx Content on or in conjunction with Town
Pages Site, and Town Pages performance under this Agreement.
8.2 Template. Town Pages hereby grants to Xxx-Xxxx.xxx a non-exclusive,
non-transferable, worldwide royalty-free license (without the right to grant
sublicenses) to install the object code version of the software ("Template")
described in EXHIBIT E ("TEMPLATE") solely at the Co-Branded Site, and solely to
use and to permit End Users to use the Template pursuant to the use of such
Co-Branded Site. The Template shall at all times remain the sole and exclusive
property of Town Pages, subject only to the license expressly granted herein.
Xxx-Xxxx.xxx understands and agrees that Town Pages may, from time to time and
in Town Pages discretion, provide modified, updated, correct or enhanced
versions of the Template to Xxx-Xxxx.xxx, and Xxx-Xxxx.xxx shall replace the
prior version with such new version within a reasonable amount of time. In the
event the Template is modified, updated, corrected or enhanced within six months
from the Effective Date, Town Pages shall reimburse Xxx-Xxxx.xxx for any costs
incurred in implementing such Template.
8.3 Trademarks. Xxx-Xxxx.xxx hereby grants Town Pages a non-exclusive,
nonsublicenseable license to use the Xxx-Xxxx.xxx Marks in links to and
advertisements and promotions for Town Pages Site. Town Pages hereby grants to
Xxx-Xxxx.xxx a non-exclusive, nonsublicenseable license to use Town Pages Marks
on the Co-Branded Site.
8.4 Restrictions. Each party, as a trademark owner hereunder, may terminate
the foregoing trademark license if, in its sole discretion, the licensee's use
of the marks does not conform to the such party's standards; alternatively, the
owner may specify that certain pages of the licensee's website may not contain
the licensed marks; provided, however, the objecting party must state in writing
the basis for the objection and provide the other party with a reasonable
opportunity to cure such offending action. Title to and ownership of the owner's
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marks shall remain with the owner. The licensee shall use the marks exactly in
the form provided and in conformance with any trademark usage policies. The
licensee shall not form any combination marks with the owner's marks. The
licensee shall not take any action inconsistent with ownership of the marks and
any benefits accruing from use of such trademarks shall automatically vest in
the owner.
9. Confidentiality.
9.1 Confidential Information. Each party (the "Disclosing Party") may from
time to time during the Term of this Agreement disclose to the other party (the
"Receiving Party") certain non-public information regarding the Disclosing
Party's business, including technical, marketing, financial, personnel,
planning, and other information ("Confidential Information"). The Disclosing
Party shall xxxx all such Confidential Information in tangible form with the
legend 'confidential', 'proprietary', or with similar legend. With respect to
Confidential Information disclosed orally, the Disclosing Party shall describe
such Confidential Information as such at the time of disclosure, and shall
confirm such Confidential Information as such in writing within thirty (30) days
after the date of oral disclosure. Regardless of whether so marked, however, any
non-public information regarding the Template, including the Template itself,
shall be deemed to be the Confidential Information of Town Pages.
9.2 Protection of Confidential Information. Except as expressly permitted
by this Agreement, the Receiving Party shall not disclose the Confidential
Information of the Disclosing Party using the same degree of care which the
Receiving Party ordinarily uses with respect to its own proprietary information,
but in no event with less than reasonable care. The Receiving Party shall not
use the Confidential Information of the Disclosing Party for any purpose not
expressly permitted by this Agreement, and shall limit the disclosure of the
Confidential Information of the Disclosing Party to the employees or agents of
the Receiving Party who have a need to know such Confidential Information for
purposes of this Agreement, and with respect to agents who are recipients of the
Confidential Information of the Disclosing Party, who are bound in writing by
confidentiality terms no less restrictive than those contained herein. The
Receiving Party shall provide copies of such written agreements to the
Disclosing Party upon request; provided, however, that such agreement copies
shall themselves be deemed the Confidential Information of the Receiving Party.
9.3 Exceptions. Notwithstanding anything herein to the contrary,
Confidential Information shall not be deemed to include any information which:
(a) was already lawfully known to the Receiving Party at the time of disclosure
by the Disclosing Party as reflected in the written records of the Receiving
Party; (b) was or has been disclosed by the Disclosing Party to a third party
without obligation of confidence; (c) was or becomes lawfully known to the
general public without breach of this Agreement; (d) is independently developed
by the Receiving Party without access to, or use of, the Confidential
Information; (e) is approved in writing by the Disclosing Party for disclosure
by the Receiving Party; (f) is required to be disclosed in order for the
Receiving Party to enforce its rights under this Agreement; or (g) is required
to be disclosed by law or by the order or a court or similar judicial or
administrative body, including as part of any filing with the Securities
Exchange Commission; provided, however, that the Receiving Party shall notify
the Disclosing Party of such requirement immediately and in writing, and shall
cooperate reasonably with the Disclosing Party, at the Disclosing Party's
expense, in the obtaining of a protective or similar order with respect thereto.
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9.4 Return of Confidential Information. The Receiving Party shall return to
the Disclosing Party, destroy or erase all Confidential Information of the
Disclosing Party in tangible form: (a) upon the written request of the
Disclosing Party (except for Software or Modified Software contained in such
Confidential Information); or (b) upon the expiration or termination of this
Agreement, whichever comes first, and in both cases, the Receiving Party shall
certify promptly and in writing that it has done so.
10. USER INFORMATION AND REGISTRATION DATA.
10.1 User Information. Any information or data collected from or about
End Users (including without limitation voluntarily-disclosed information,
any information Xxx-Xxxx.xxx collects regarding End Users from their access
or use of the Co-Branded Site (including without limitation all statistical,
demographic and psychographic information about such End Users) and any
reports about traffic (collectively, "User Information")) shall be owned
exclusively by Town Pages. However, during the Term of this Agreement,
Xxx-Xxxx.xxx hereby grants to Town Pages a nonexclusive, nontransferable,
nonsublicenseable license to use User Information only as required to
exercise its rights and carry out its obligations hereunder. Xxx-Xxxx.xxx
acknowledges that the User Information constitutes extremely valuable trade
secrets of Town Pages. Xxx-Xxxx.xxx shall not use the User Information for
any purpose other than as expressly granted under this Agreement nor disclose
the User Information to any third party. Without limiting the foregoing,
under no circumstances may Xxx-Xxxx.xxx send unsolicited emails to any End
Users, nor may Xxx-Xxxx.xxx permit or authorize any third parties to do so.
Xxx-Xxxx.xxx shall use at least industry-standard methods to protect the
security of User Information. This Subsection 10.1 ("User Information") shall
not apply to End Users who (a) have registered as Xxx-Xxxx.xxx users,
including pursuant to Subsection 2.1 ("`Opt In' Registration") and or (b) are
or become customers of Xxx-Xxxx.xxx.
10.2 Registration Data. As part of the User Information, Town Pages shall
provide to Xxx-Xxxx.xxx the email addresses and names of Registered Users.
11. Disclaimer of Warranties.
EACH PARTY PROVIDES ALL MATERIALS AND SERVICES TO THE OTHER PARTY "AS IS." EACH
PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Each party acknowledges
that it has not entered into this Agreement in reliance upon any warranty or
representation except those specifically set forth herein.
12. Term and Termination.
12.1 Term. The term of this Agreement ("Term") shall continue for a period
of three (3) years following the Effective Date.
12.2 Termination for Cause. Notwithstanding the foregoing, this Agreement
may be terminated by either party upon notice for the material breach of this
Agreement by the other party which breach has remained uncured for a period of
thirty (30) days from the date of written notice thereof.
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12.3 Effect of Expiration or Termination. Upon the expiration or
termination of this Agreement, all licenses granted hereunder shall immediately
terminate, and each party shall promptly remove all references to the other
party's trademarks from any site that caches, indexes or links to such party's
site.
13. Survival.
Upon the expiration or termination of this Agreement, Section 1 ("Definitions"),
Subsection 5.2 ("Liability"), Section 9 ("Confidentiality"), Section 11
("Disclaimer of Warranties"), Subsection 12.4 ("Effect of Expiration or
Termination"), Section 13 ("Survival"), Section 14 ("Limitation of Liability"),
Section 15 ("Indemnity") and Section 16 ("General Provisions") shall survive and
continue to bind the parties.
14. Limitation on Liability.
EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 ("LICENSES AND STANDARDS") OR
SECTION 9 ("CONFIDENTIALITY"), NEITHER PARTY SHALL BE LIABLE FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING
NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE
EVENT OF A BREACH OF SECTION 8 ("LICENSES AND STANDARDS") OR SECTION 9
("CONFIDENTIALITY"), A FAILURE TO PAY FEES OWED, OR AN INDEMNITY CLAIM, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN
THE AMOUNTS ACTUALLY PAID BY ALL CARS TO TOWNPAGES HEREUNDER.
15. Indemnity.
Each party (the "Indemnifying Party") shall indemnify the other party (the
"Indemnified Party") against any and all claims, losses, damages costs and
expenses, including reasonable attorneys' fees, which the Indemnified Party may
incur as a result of claims in any form by third parties arising from: (a) the
Indemnifying Party's acts, omissions or misrepresentations to the extent that
the Indemnified Party is deemed a principal of the Indemnifying Party, (b) the
violation of any third party proprietary right by the Indemnifying Party's
domain name, software or any content provided by the Indemnifying Party
(including without limitation the Xxx-Xxxx.xxx Content) for use on the
Indemnified Party's servers, or (c) breach of Subsection 16.5 ("Compliance with
Laws"). In addition, Xxx-Xxxx.xxx shall indemnify Town Pages against any and all
claims, losses, damages, costs and expenses, including reasonable attorneys'
fees, which Town Pages may incur as a result of claims in any form by third
parties arising from; the content on the Co-Branded Site. The foregoing
obligations are conditioned on the Indemnified Party's giving the Indemnifying
Party notice of the relevant claim, cooperating with the Indemnifying Party, at
the Indemnifying Party's expense, in the defense of such claim, and giving the
Indemnifying Party the right to control the defense and settlement of any such
claim, except that the Indemnifying Party shall not enter into any settlement
that affects the Indemnified Party's rights or interest without the Indemnified
Party's prior written approval. The Indemnified Party shall have the right to
participate in the defense at its expense.
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16. General Provisions.
16.1 Governing Law. This Agreement will be governed and construed in
accordance with the laws of the United Kingdom without giving effect to
conflict of laws principles. Both parties consent to jurisdiction in the
United Kingdom and further agree that any cause of action arising under this
Agreement shall be brought in a court in the United Kingdom. The parties
exclude the application of The United Nations Convention on Contracts for the
International Sale of Goods from this Agreement.
16.2 Severability; Headings. If any provision herein is held to be invalid
or unenforceable for any reason, the remaining provisions will continue in full
force without being impaired or invalidated in any way. Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such section.
16.3 Force Majeure. If performance hereunder is prevented, restricted or
interfered with by any act or condition whatsoever beyond the reasonable control
of a party, the party so affected, upon giving prompt notice to the other party,
shall be excused from such performance to the extent of such prevention,
restriction or interference. Each party acknowledges that the operation of the
other party's website and services may be interfered with by numerous factors
outside of a party's control, and Town Pages does not guarantee continuous or
uninterrupted display of Xxx-Xxxx.xxx Content.
16.4 Independent Contractors. The parties are independent contractors, and
no agency, partnership, joint venture, employee-employer or franchisor-
franchisee relationship is intended or created by this Agreement. Neither party
shall make any warranties or representations on behalf of the other party.
16.5 Compliance with Laws. At its own expense, each party shall comply with
all applicable laws, regulations, rules, ordinances and orders regarding the
marketing, promotion and performance of its obligations hereunder, including
without limitation the operation of the Co-Branded Site and its other activities
related to this Agreement.
16.6 Notice. Any notices hereunder shall be given to the appropriate party
at the address specified above or at such other address as the party shall
specify in writing. Notice shall be deemed given: upon personal delivery; if
sent by fax, upon confirmation of receipt; or if sent by certified or registered
mail, postage prepaid, five (5) days after the date of mailing.
16.7 Entire Agreement; Waiver. This Agreement sets forth the entire
understanding and agreement of the parties, and supersedes any and all oral
or written agreements or understandings between the parties, as to the
subject matter of this Agreement. It may be changed only by a writing signed
by Town Pages and Xxx-Xxxx.xxx. The waiver of a breach of any provision of
this Agreement will not operate or be interpreted as a waiver of any other or
subsequent breach.
16.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
be taken together and deemed to be one instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Xxx-Xxxx.xxx Limited Town Pages Limited
By: By:
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Title: CEO Title: Managing Director
------------------------------ ------------------------------
Date: Date:
------------------------------ ------------------------------
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Exhibit A
Xxx-Xxxx.xxx Content
Editorial Content
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-- Car Descriptions, model types and specifications
-- Car Dealer locations and Inventories
-- Car New Price Information
-- Car Used Price Information
-- Automotive Articles
-- Automotive Affiliate Program
Buttons, Banners, Etc.
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Format to be designed by Town Pages to approval of All Cars.
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Exhibit B
Marks
To be attached
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Exhibit C
Phases
Phase I
(To commence upon the Effective Date and to continue for the Term of the
Agreement)
Promotional Matters
Phase II
(To commence the second calendar quarter of the first term and to continue
for the Term of the Agreement)
Site Integration
Phase III
(To commence the third calendar quarter of the first term and to continue
for the Term of the Agreement)
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Exhibit D
Locations
Strategic Locations throughout the Town Pages site to be agreed by both
parties.
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EXHIBIT E
Template
Subject to Subsection 8.2 ("Template"), the initial Templates shall be
created, designed and programmed by Town Pages subject to design approval of
Xxx-Xxxx.xxx such as to provide a user interface and design format for
entering the content into the co-branded site.
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Exhibit F
Auto Services Companies
Auto Service Companies shall mean all companies that provide full auto content,
including, but not limited to:
Auto-By-Tel
CarPoint
Auto Trader
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