EXHIBIT 10.4
[Certain confidential information has been omitted from this Exhibit 10.4
------------
pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission. The omitted information is indicated by the
symbol "***" at each place in this Exhibit 10.4 where the omitted information
------------
appeared in the original.]
[XXXXXXX.XXX LOGO]
Exclusive Sales & Marketing Agreement between XXxxxxx.xxx,
Xxxx.xxx.xxx and the ITcareers
Print Network and Leaders!Online
March 1, 2000
This agreement (the "Agreement") is made this 1st day of March 2000 ("the
effective date") between Leaders!Online, Inc. ("Leaders!Online") with a
principal place of business at 00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX
00000 and XXxxxxx.xxx Inc. ("ITworld") with a principal place of business at 000
Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxxx 00000. Leaders!Online and ITworld
may also be referred to as "Party" or collectively as "Parties" throughout this
agreement.
WHEREAS, Leaders!Online is in the business of providing information technology
for online recruitment products and services;
WHEREAS, IT world was consolidated its online IT audience in XXxxxxx.xxx; IDG's
new IT problem-solving network which provides print and online recruitment
advertising and other recruitment services for IT professionals and customers;
WHEREAS, Leaders!Online and ITworld mutually desire to provide ITworld's
customers and readers with easy access to the products or services offered by
Leaders!Online.
NOW, therefore, for and in consideration of the mutual promises, benefits and
covenants contained herein and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged,
Leaders!Online and ITworld hereby agree as follows:
1. Definitions
a) XXxxxxx.xxx: is a new website under development by XXxxxxx.xxx, Inc.
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which will incorporate content from IDG's Enterprise IT publications, as
well as other original content and resources focused on the Enterprise IT
professional.
b) ITworld Network: XXxxxxx.xxx will be a stand-alone site, and after
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February 15, 2000 the XXxxxxx.xxx Universal Navigation bar will appear on
all pages of Xxxxxxxxx.xxx, Xxxxxxxxxxxxx.xxx, XXX.xxx, XXXxxxxx.xxx
(Network World's site), Xxxxxxxxx.xxx, Xxxxxxxx.xxx and Xxxxxxxxxx.xxx.
Advertising placed on XXxxxxx.xxx can appear across XXxxxxx.xxx on
XXxxxxx.xxx's Navigation bar; anywhere within the Xxxxxxxxx.xxx,
Xxxxxxxx.xxx and, Xxxxxxxxxx.xxx and XxxxxxxxxXxxxxxxxxx.xxx as well as in
email newsletters produced and distributed by XXxxxxx.xxx. This does not
include banner inventory or email newsletters produced by Computerworld,
Network World, Infoworld and CIO.
c) XXxxxxxxx.xxx: is the exclusive jobs and career development service of
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XXxxxxx.xxx and the ole online career service for IDG's new ITcareers
Network. A link to Xxxxxxxxx.xxx will appear on XXxxxxx.xxx's Universal
Navigation bar and from multiple points within the XXxxxxx.xxx network of
sites.
000 xxxxxx xxxxxx
xxx xxxxxxxxx, xx 00000
415.243.4188
fax 000.000.0000
an IDG company
d) The ITcareers Print Network: (the Network) is the careers section of
---------------------------
IDG's Enterprise IT Print Publications: Computerworld, Network World, CIO
Magazine and InfoWorld. CIO (IDG's "Enterprise IT Print Publications") is
also part of the Network, although it does not maintain a dedicated print
career section. The ITcareers Print Network formally launched on
January 1, 2000, and customers are able to run ads across the network in
any combination of national, regional or single book buys. Except in the
case of CIO Magazine, Network ads will appear in the dedicated Career
sections of the Enterprise books. Ads placed outside of the Careers
section qualify for ROP rates and must be placed outside of the Careers
section qualify for ROP rates and must be placed in accordance with IDG's
policies for ROP advertising, (which are not covered under this
agreement).
e) Xxxx.xxx.xxx: (xxx.xxxx.xxx.xxx) is the online recruiting resource from
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CIO magazine that reaches 52,000 director-level and above professionals
who have registered as active job seekers via email twice a month and
attracts 150,000 visitors monthly.
f) Qualified Candidate: Qualified candidate is defined as any visitor to
-------------------
XXxxxxxxx.xxx or XXxxxxx.xxx who clicks through to Leaders!Online.
g) "Leaders Account" will mean any entity with which Leaders has an
-----------------
agreement to refer candidates in order to fill specified positions within
that entity.
h) "Referred Leaders Account" will mean a Leaders Account which is obtained
--------------------------
by Leaders as a direct result of a marketing lead provided by ITworld.
2. Term, Termination.
The term of this Agreement (the "term") shall commence upon the effective date
(March 1, 2000) and shall continue in full force and effect for two (2) years
and terminating on February 28, 2002. Either party may, in addition to other
relief, terminate this Agreement if the other party breaches any material
provision hereof and fails within thirty (30 days after receipt of notice of
default to correct such default or to commence corrective action reasonably
acceptable to the aggrieved party and proceed with due diligence to completion -
Either party shall be in default hereof if it becomes insolvent, makes an
assignment for the benefit of its creditors, a receiver is appointed or a
petition in Bankruptcy is filed with respect to the party and is not dismissed
within thirty (30) days. Termination shall have no effect on the parties'
rights or obligations under Section 10 ("confidential Information"), Section 11
("Non-solicitation"), Section 12 ("Injunctive Relief"), Section 14
("Warranties") and section 15 ("Limitation of Remedies & Liabilities").
3. Advertising Fees
a) Leaders!Online will pay ITworld an Advertising Fee in the amount of $***
in XXxxxxx.xxx, Xxxx.xxx.xxx and the ITcareers Network. Specifically,
during each 12 month period beginning on March 1, 2000, Leaders!Online
will divide the advertising Fee in the following manner:
. ITcareers Print Network - $***
. Xxxx.xxx.xxx - $***
. XXxxxxx.xxx - $***
b) In addition, XXxxxxx.xxx will receive a fee for each Qualified Candidate
that finds a new position through Leaders!Online provided the candidate
registered an email address with Leaders!Online within the preceding 18
months. The fees are detailed in Appendix B. qualified candidates will be
tracked by these mechanisms:
1. Cookies placed on candidate browsers while on ITworld and XXX.xxx
__________
*** Omitted pursuant to a confidential treatment request filed separately.
Page 2
2. Clicking through to Leaders!Online from ITworld, XXX.xxx and
Leaders!Online visitors who select IDG IT titles/websites as the source
of referral during registration
3. Leaders!Online visitors who select IDG IT titles/websites as the source
of referral during registration
4. Traffic to custom URLs
5. Traffic to webcasts
6. Other traffic as designated by XXxxxxx.xxx, XXX.xxx and Leaders!Online
jointly
c) XXxxxxx.xxx will receive a fee for each Referred Leaders Account in
accordance with Appendix B.
d) Payments of Advertising Fees and Commissions
--------------------------------------------
(i) Upon execution of Agreement Leaders!Online will pay ITworld the sum
of $*** as the first payment for the Advertising Fee due under
paragraph 3 (a) above. The remaining balance (Advertising Fee -
minus $***) of the Advertising Fee for the first year of this
Agreement will be invoiced monthly, based on advertising placed
during the prior month. Leaders!Online agree to settle all invoices
within 30 days of receipt.
(ii) XXxxxxx.xxx will pay Leaders!Online a ***% commission ("the
Commission") for all qualifying leads ("Qualifying Leads") given in
writing to ITworld by Leaders!Online that result in sales and
collection of either XXxxxxxxx.xxx membership packages or webcasts.
The Commission will be due and payable upon receipt of payment of
the Net Revenue billing that resulted from the Qualifying Lead. The
Commission will be calculated by multiplying the Net Revenue billed
by ***%. The Net Revenue billed is Gross Revenue less agency
commission and cash discounts. Ass Commissions will be paid on the
15th day of the month following the month the New Revenue billed as
collected.
(iii) XXxxxxx.xxx rates are gross except webcasting and Xxxx.xxx.xxx.
which are quoted net of agency commission. The ***% agency
commission on space and color charges is only available to
accredited agencies that submit an insertion order and digital
materials. Agency commissions will not be paid on invoices that are
outstanding 90 days or more.
4. Marketing
a) Online
(i) Leaders!Online will receive premier placement on the ITcareers pages
of XXxxxxx.xxx
(ii) In addition, Leaders!Online may participate in a series of up to ***
custom, ***webcasts using XXxxxxx.xxx's e-broadcast technology
platform in the first 12 months of our agreement. ($*** each/total
program cost for 12 months $***). Each webcast will be supported by
a minimum of *** outbound email messages; *** banner impressions in
general rotation on XXxxxxx.xxx; and *** impressions in
XXxxxxx.xxx's email newsletters ***. XXxxxxx.xxx may also, at its
discretion, add additional ITworld and XXX.xxx inventory ***. (To
access a demo of this program surf to the "Recruiters Office on
xxx.xxxxxxxxx.xxx.)
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The remaining budget will be allocated towards email newsletter
sponsorship, banner advertising and XXxxxxxxx.xxx Marquee
Membership.
b) ITworld offers to Leaders!Online the following discounted promotional
rates for the purposes of promoting this service.
__________
*** Omitted pursuant to a confidential treatment request filed separately.
Page 3
Item Retail Discount Partner Rate
-----------------------------------------------------------------------
468 x 60 Banners $125 CPM ***% $*** CPM
125 x125 Banners $90 CPM ***% $*** CPM
120 x 90 Banners $65 CPM ***% $*** CPM
88 x 31 Banners $25 CPM ***% $*** CPM
Custom Webcasts $90,000 ***% $***
Marquee membership $30,000 ***% $***
Email newsletters $75 CPM ***% $*** CPM
Total XXxxxxx.xxx online budget $***
XXX.xxx
As our premier marketing partner Xxx.xxx offers Leaders!Online a 2 year
sponsorship of Xxxx.xxx.xxx. The exact details are outlined in Appendix C.
Offline
Leaders!Online will also qualify for discounted advertising rates on the
ITcareers Network. The rates and schedule are detailed in Appendix A.
5. Exclusivity and Co-branding
a) The parties agree to work together to integrate links with Leaders!Online
into ITworld's "look and feel" where appropriate. The intent of the
parties is to provide a tightly integrated feature for ITworld and,
allowing users to gain access to, and be able to register with
Leaders!Online and either manage their career using Leaders!Online's
services or use Leaders!Online to hire new employees.
b) Any co-branded sites will enforce the ITworld privacy policy or have a
privacy policy that is consistent with XXxxxxx.xxx's.
c) During the term of this agreement or until such time as it is terminated,
Leaders!Online will be the exclusive XXxxxxxxx.xxx online provider of
full-time employees to hiring corporations through any means. This does
not in any way prevent XXxxxxx.xxx, the ITcareers Print Network or CIO
from accepting advertising in the form of webcasts, banners, email and
print advertising from similar services.
d) ITworld's ITcareers service agrees to 1) Not endorse any other company and
or website that provides full-time employees to hiring corporations
through any means without Leaders!Online's written consent and 2) Not
offer special positions to any other company and or website that provides
full-time employees to hiring corporations through any means without
Leaders!Online's written consent. 3) ITworld's ITcareers service will not
establish a co-branded site with any other company and or website that
provides full-time employees to hiring corporations through any means.
e) Leaders!Online agrees to notify XXxxxxx.xxx in writing within 90 days, of
any possible conflicts that arise during the term of our agreement. This
exclusivity does not apply to ITworld do-marketing agreements and services
currently known as ITrfp and located at xxxx://xxx.XXxxxxx.xxxxxxxxxx.xxx,
---------------------------------
and XxxxxxXxxxxxx.xxx, located at xxxx://xxx.xxxxxxxxxxxxx.xxx, and
----------------------------
Xxxxxxxxxxxxx.xxx, located at xxxx://xxx.xxxxxxxxxxxxx.xxx, and
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XXxxxxx.xxx's existing agreement with XxxxxxXxxxxxx.xxx.
__________
*** Omitted pursuant to a confidential treatment request filed separately.
Page 4
6. Editorial content
a) Leaders!Online and XXxxxxx.xxx will exchange editorial content.
XXxxxxx.xxx will allow Leaders!Online to display headlines and abstracts
of relevant XXxxxxx.xxx articles on its site and email at least ***
extracts a month to Leaders!Online members. Additionally, Leaders!Online
IT candidates will be able to register to receive XXxxxxx.xxx content via
email. All XXxxxxx.xxx content will be correctly attributed to
XXxxxxx.xxx and readers who click on articles will pass directly to the
content which will be hosted on XXxxxxx.xxx. Although ITworld content
includes articles produced by XXxxxxx.xxx and our fully-owned properties
Javaworld, Linuxworld, Sunworld and Solutions Integrator, content from
our independent sister companies Computerworld, Infoworld, Network Work
and CIO is not covered under this agreement.
b) Leaders!Online will follow the ASME guidelines at all times.
7. Co-marketing
a) Both parties will use their best efforts to market Leaders!Online and
XXxxxxx.xxx together to the United States IT audience. At a minimum,
Leaders!Online agrees to monthly marketing meetings during the first 12
months of the relationship.
b) Leaders!Online shall have the right of first refusal to sponsor
XXxxxxx.xxx events that involve recruiting full-time IT professionals or
other directly appropriate events. There may be additional fees
associated with these events. Terms and conditions of these events
including acceptance and refusal are at the sole discretion of ITworld.
c) Leaders!Online and ITworld will release a joint press release in support
of this co-marketing agreement. Contents of marketing releases will be
mutually agreed upon, if at all possible, recognizing that each party may
have disclosure obligations as a matter of law. Other co-marketing
programs will be created and mutually agreed upon.
8. Systems Infrastructure and Support
Leaders!Online will buy and/or build the Leaders!Online software and hardware
needed to operate the Leaders!Online database and Leaders!Online frames and
gateway and master gateway at Leaders!Online's sole cost and expense.
Specifically:
a) The Leaders!Online database and Leaders!Online Products will operate on
the ITworld website using Leaders!Online's proprietary software which
will run on Leaders!Online owned and managed hardware. Leaders!Online
will buy, develop, set-up and maintain the hardware and software needed
to run the Leaders!Online products frames, gateways database and
associated Leaders!Online products software.
b) Leaders!Online will operate and maintain this software and hardware to
the same standards and performance levels as for its own website.
c) Leaders!Online will on a daily basis make and store in a safe offsite
place archival copies of the Leaders!Online software and the
Leaders!Online database.
d) Any original graphics or graphic elements needed for ITworld to operate
Leaders!Online services will be supplied by or paid for by
Leaders!Online.
__________
*** Omitted pursuant to a confidential treatment request filed separately.
Page 5
9. Proprietary Rights.
a) Leaders!Online (or its licensors) owns and shall own all right, title and
interest to the Leaders!Online products software, Leaders!Online
products, Leaders!Online software, the Leaders!Online database, all other
Leaders!Online intellectual property, and its structure to the extent
that this does not conflict with any third party copyright. ITworld
expressly acknowledges and agrees that none of the Leaders!Online
products, Leaders!Online software, the Leaders!Online database or the
content shall be deemed to constitute work made for hire under the
Federal copyright laws (27 U.S.C. Sec. 101) and, alternatively, ITworld
hereby irrevocably assigns to Leaders!Online all ownership rights and
irrevocably waives all other rights it might have in these properties.
b) In addition, ITworld acknowledges and agrees that, nothing herein shall
be deemed to grant any ownership, license or other proprietary rights
with respect to the Leaders!Online products, Leaders!Online frames,
Leaders!Online software, the Leaders!Online database and the
Leaders!Online database content and its structure.
c) Except as otherwise set forth herein, or in a separate agreement between
the parties, ITworld acknowledges and agrees that any modifications,
enhancements, updates, error corrections, translations or other changes
to the Leaders!Online database and the content and its structure or other
Leaders!Online software or accompanying documentation performed by
Leaders!Online shall belong exclusively to Leaders!Online.
d) Unless otherwise agreed by ITworld in writing, all original sales and
marketing research, records and information of any kind created hereunder
by ITworld shall be owned exclusively by ITworld.
e) During the Term of the Agreement, ITworld hereby grants Leaders!Online a
royalty free, non-exclusive right to use and reproduce ITworld's
trademarks, logos and other graphical elements (ITworld "Intellectual
Property") in connection with the creation, operation, marketing and
promotion of ITworld and other activities contemplated herein. ITworld
indemnifies and holds harmless Leaders!Online for any trademark
infringement claims that may arise from the use of ITworld's Intellectual
Property. Leaders!Online agrees to cease using the ITworld Intellectual
Property upon termination of this Agreement and agrees that
Leaders!Online and its officers, directors, employees, consultants,
affiliates or subsidiaries, and parent companies will not challenge
ITworld's right to the ITworld Intellectual Property.
f) During the Term of this Agreement, Leaders!Online hereby grants ITworld a
royalty free, non-exclusive right to use and reproduce Leaders!Online's
trademarks, logos and other graphical elements (Leaders!Online
Intellectual Property) ion connection with the creation, operation,
marketing and promotion of Leaders!Online and other activities
contemplated herein. Leaders!Online indemnifies and holds harmless
ITworld for any trademark infringement claims that may arise from the use
of Leaders!Online Intellectual Property. ITworld agrees to cease using
the Leaders!Online Intellectual Property upon termination of this
Agreement and agrees that ITworld and its officers, directors, employees,
consultants, affiliates or subsidiaries, and parent companies will not
challenge Leaders!Online right to the Leaders!Online Intellectual
Property.
g) Due to the nature of the Agreement, both parties agree to waive all fees
associated with licensing and maintenance.
Page 6
10. Confidential Information.
a) Acknowledgement of Confidentiality. Each party hereby acknowledges that
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it may be exposed to confidential and proprietary information belonging
to or supplied by the other party or relating to its affairs including,
without limitation, proprietary software, and other technical
information (including any functional design, technical design,
drawings, analysis, research, processes, computer programs, methods,
ideas, "know how" and the like), business information (sales and
marketing research, materials, customer lists, plans, accounting and
financial information, personnel records and the like) and other
information designated as confidential expressly or by the circumstances
in which it is provided ("Confidential Information"). Confidential
Information does not include (i) information already known or
independently developed by tile recipient outside the scope of this
Agreement by personnel not having access to confidential Information;
(ii) information in the public domain through no wrongful act of the
recipient, or (iii) information received by the recipient from a third
party who was free to disclose it.
b) Covenant Not to Disclose. With respect to the other party's Confidential
------------------------
Information, and except as expressly authorized herein, the recipient
hereby agrees that during the Term hereof and at all times thereafter it
shall not use, commercialize or disclose such Confidential Information
to any person or entity, except to its own employees having a "need to
know" (and who are themselves bound by similar nondisclosure
restrictions), and to such other recipients as the other party may
approve in writing. Neither party nor any recipient may: (i) alter or
remove from any software or associated documentation owned or provided
by the other party any proprietary, copyright, trademark or trade secret
legend, or (ii) attempt to decompile, disassemble or reverse engineer
the other party's Confidential Information (and any information derived
in violation of such covenant shall automatically be deemed Confidential
Information owned exclusively by the owner of the original source
materials). Each party shall use at least the same degree of care in
safeguarding the other party's Confidential Information as it uses in
safeguarding its own Confidential Information, but in no event shall
less than due diligence and care be exercised.
11. Non-solicitation.
During the Term of this Agreement or its successor agreements and for a period
of one (1) year thereafter, both parties agree not to hire, solicit, nor attempt
to solicit, the services of any employee of the other party without the prior
written consent of the other party.
12. Injunctive Relief.
The parties acknowledge that violation by one party of the provisions of Section
9 ("Proprietary Rights"), Section 10 ("Confidential Information") or Section 11
("Non-solicitation") would cause irreparable harm to the other party not
adequately compensable by monetary damages. In addition to other relief, it is
agreed that temporary and permanent injunctive relief should be available
without necessity of posting bond to prevent any actual or threatened violation
of such provisions.
13. Books and Records.
Each party shall maintain in a professional and workmanlike manner such books
and records as are reasonably needed to comply with its responsibilities
hereunder, including, without limitation, accurate data and reports of all
sales, expenditures and activities, prices, payments, terms and conditions under
all sales, data supporting the calculation and payment of all applicable revenue
shares, taxes or other amounts due or payable hereunder. The other party (or
its designated agent) shall be entitled at its own expense to audit and inspect
such books and records at least annually and upon termination of this Agreement
during normal business hours after giving reasonable advance notice in
accordance with Section 16 ("Notices").
Page 7
14. Warranties.
Each party represents and warrants to the bet of its knowledge and belief that
its frames, software, products software and the database or any other
intellectual property licensed to the other party hereto, will not infringe or
misappropriate any United States copyright, trademark, patent, or the trade
secrets of any third persons, and each party agrees at its own expense to
defend, indemnify and hold harmless the other party from any liability arising
out of a claim for infringement of any such rights.
15. Limitation of Remedies & Liabilities.
Except for sections 9, 10, 11 and 14 NEITHER PARTY SHALL BE LIABLE TO THE OTHER
-------------------------------------------------------------------------------
FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT IN AN AMOUNT EXCEEDING THE TOTAL
----------------------------------------------------------------------------
AMOUNT OF FEES ACTUALLY RECEIVED BY THE PARTY HEREUNDER. IN NO EVENT SHALL
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EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
SAVINGS, LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF
SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS
AGREEMENT. BOTH PARTIES HEREBY EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING
LIMITATION HAS BEEN NEGOTIATED BY THE PARTIES AND REFLECTS A FAIR ALLOCATION OF
RISK.
16. Notices.
Notices sent to either party shall be effective when delivered in person or
transmitted by telecopier ("fax") machine, one (1) day after being sent by
overnight courier, or two (2) days after being sent by first class mail postage
prepaid. A facsimile of this Agreement and notices generated in good form by a
fax machine (as well as a photocopy thereof) shall be treated as "original"
documents admissible into evidence unless a document's authenticity is genuinely
placed in question. Notices to Leaders!Online should be sent to the address
above and be marked for the attention of The President of Leaders! Online.
Notices to ITworld should be sent to the address above and be marked for the
attention of Xxxx Xxxxxxxxx and to:
Xxxxx Xxxxx Xxxx Xxxxxxxxx
Vice President of Legal Affairs CEO
International Data Group XXxxxxx.xxx, Inc.
0 Xxxxx Xxxxxx XX XXX 0000, 0xx Xxxxx
Xxxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
17. Disputes, Choice of Law.
Except for certain emergency judicial relief authorized under Section 12
("Injunctive Relief") which may be brought at any time, the parties agree that
all disputes between them shall be submitted for informal resolution to their
respective chief operating officers. Any remaining dispute shall be submitted
to a panel of three (3) arbitrators, with each party choosing one (1) panel
member and the third member chosen by the first two (2) panel members. The
proceedings shall be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The award of the arbitrators
shall include a written explanation of their decision, shall be limited to
remedies otherwise available in court and shall be binding upon the parties and
enforceable in any court of competent jurisdiction THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED
STATES AND MASSACHUSETTS, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A
FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE.
Page 8
18. Independent Contractor Status.
Each party and its people are independent contractors in relation to the other
party with respect to all matters arising under this Agreement. Nothing herein
shall be deemed to establish a partnership, joint venture, association or
employment relationship between the parties. Each party shall remain
responsible, and shall indemnify and hold harmless the other party, for the
withholding and payment of all Federal, state and local personal income, wage,
earnings, occupation, social security, worker's compensation, unemployment,
sickness and disability insurance taxes, payroll levies or employee benefit
requirements (under ERISA, state law or otherwise) now existing or hereafter
enacted and attributable to themselves and their respective people.
19. Insurance and Indemnity.
Each party shall maintain adequate insurance protection covering its respective
activities hereunder, including coverage for statutory worker's compensation,
comprehensive general liability for bodily injury and tangible property damage,
as well as adequate coverage for vehicles. Each party shall indemnify and hold
the other harmless from liability for bodily injury, death and tangible property
damage resulting from the acts or omissions of its officers, agents, employees
or representatives acting within the scope of their work.
20. Miscellaneous.
This document constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all other communications, whether
written or oral. This Agreement may only be modified or amended in wilting and
signed by the parties. Except as specifically permitted herein, neither this
Agreement nor any rights or obligations hereunder may be transferred or assigned
by either party without the prior
21. Change in Company Ownership.
The Agreement will survive change in ownership of either company. However, each
party agrees that purchase, merger or other change of ownership resulting in
substantial (51%) influence by a company deemed to be a competitor of the other
party will allow the other party to cancel the Agreement.
IN WITNESS WHEREOF, for adequate consideration and intenting to be legally
bound, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives.
Leaders!Online, INC. XXxxxxx.xxx, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
Name: XXXXXXX X. XXXXXXX Name: Xxxx Xxxxxxxxx
Title: CEO Title: President / CEO
Date: MAR. 27, 2000 Date: 3/22/00
Page 9
Appendix A:
Leaders!Online
&
ITcareers Print Network
(ComputerWorld, InfoWorld, Network World, and CIO)
A Partnership for Successful IT Recruiting
Year 2000
Publication Frequency Size ITcareers Total
Leaders!Online
Open Card Rate
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Part A 3 Book 22 Full page, $813,472.00 $***
National 4-color
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Part B CIO 12 Full page, $283,080.00 $***
National 4-color
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. All rates are gross. ***% commission on space and color changes is only
available to accredited agencies that submit an insertion order and digital
materials. Agency commissions will not be paid on invoices that are
outstanding 90 days or more. If Leaders!Online employs an accredited
advertising agency (acceptable to ITcareers) then the installment payment
provisions will be waived.
. Payments for the 3 Book buy is based on insertions every other week from
start date. Payments for CIO are based on one insertion per month. A change
in the insertion schedules would result in a change of the installment
payments.
. 3 book buy = InfoWorld, Network World & ComputerWorld with a national
circulation of 777,096 subscribers and weekly readership of 2.4 million
(unduplicated).
. If Leaders!Online does not fulfill their 2000 frequency package by February
28, 2001, they will be billed at the ITcareers Open Rate Card amount.
. Fulfillment of the ITcareers print partnership is also contingent upon
fulfillment of the XXxxxxxxx.xxx on-line partnership.
. Leaders!Online will be eligible to change their media plan with a 4 week
notice to ITcareers. The revenue commitment will stay the same.
Year 2001
Publication Frequency Size Total Leaders!Online
2001 Rate
-------------------------------------------------------------------
Part A 3 Book 22 Full page, $***
National 4-color
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Part B CIO 12 Full page, $***
National 4-color
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. The 2001 Leaders Online/ITcareers print partnership will be renewed and the
2000 partnership rates will be protected upon completion.
. The 2001 contract must be executed by February 28, 2002.
. Payments for the 3 Book buy is based on insertions every other week from
start date. Payments for CIO are based on one insertion per month. A change
in the insertion schedules would result in a change of the installment
payments.
. Leaders Online will be eligible to change their media plan with a 4-week
notice to ITcareers. The revenue commitment will stay the same.
. If Leaders Online does not fulfill their 2001 frequency package by February
28, 2002, they will be billed at the ITcareers Open Rate Card amount.
___________
*** Omitted pursuant to a confidential treatment request filed separately.
Page 10
Appendix B ITcareers Hiring Fee
Appendix B
ITworld Hiring Fees
Leaders shall calculate the aggregate amount of Hiring Fees received (and no
longer subject to forfeiture) from each Referred Leaders Account for each
twelve-month period beginning on the date of the agreement between Leaders and
the Referred Leaders Account.
Leaders shall pay *** percent (***%) of such aggregate Hiring Fees up to $***,
*** percent (***%) of such aggregate Hiring Fees to the extent they exceed $***
but are $*** or less, and *** percent (***%) of such aggregate Hiring Fees in
excess of $***. Amounts due shall be paid within thirty (30) days after the end
of each twelve-month period. As an example, if the Hiring Fees received by
Leaders are $***, the amount owed will be $*** ($*** for the first $*** of
Hiring Fees, $*** for the next $*** of Hiring Fees and $*** for the amount of
Hiring Fees in excess of $***).
"Hiring Fees" shall mean amounts (a) actually received by Leaders from a
Referred Leaders Account for the successful placement of candidates and (b)
which are no longer subject to forfeiture (for example, if a candidate resigns
or is terminated within a specified period following the hire date).
Fees for Placements
If a Qualified Candidate is placed by Leaders with a Leader Account, ITworld
shall receive from Leaders a fee calculated as follows:
. If the First Year Total Compensation of a Qualified Candidate is less
than $***, the fee to ITworld shall be $***.
. If the First Year Total Compensation of a Qualified Candidate is at
least $*** but not more than $***, the fee to ITworld shall be $***.
. If the First Year Total Compensation of a Qualified Candidate is greater
than $***, the fee to ITworld shall be $***.
"First Year Total Compensation" shall mean, with respect to each Qualified
Candidate placed by Leaders with a Leaders Account, that Candidate's first year
base salary plus guaranteed bonus, if any, but excluding benefits, stock
options, commissions, profit sharing, saving plans and any and all other
elements of compensation.
___________
*** Omitted pursuant to a confidential treatment request filed separately.
Page 11
Appendix C -- XXX.xxx Sponsorship
Size 220 x 800 button on right hand side of the following areas of 000.XXX.xxx:
. CIO Wanted
. Web Jobs
. IT Professional
. IS Staffing
. Button will mimic look and feel of XXX.xxx, but have much the same permanent
appearance as Wall Street Journals affiliation with Futurestep, ensuring
Leaders receives full benefit of CIO's endorsement.
. Cost: $*** CPM (market value $*** CPM)
. Theses pages currently receive 200,000 impressions monthly.
. In addition, CIO will provide Leaders with the opportunity to advertise ***
openings on XXX.xxxxxx.xxx ***. (market value $***)
. Any other advertising with XXX.xxx will be discounted at ***% off ratecard
. Leaders to receive same measure of exclusivity as provided by XXxxxxx.xxx
(see Section 5 of original Agreement)
. All jobs listed with CIO are emailed to interested visitors once a month.
Leaders will receive a *** word sponsorship of the CIO Wanted Email List once
a month ***. Note CIO only mails opportunities to qualified and interested
visitors who have expressed an interest in receiving opportunities via email.
. 12 month package price: $***
-----------------------------
. Note: rates are net and do not include agency commission.
___________
*** Omitted pursuant to a confidential treatment request filed separately.
Page 12
