Business E Links Addendum

Business E Links Addendum

This Business E Links Addendum ("Addendum") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the parties are parties to a Master Services Agreement dated (the "Agreement"), and wish to amend the Agreement to address the creation, placement and management of electronic links and related tracking (the "E Links Services");

WHEREAS, the parties desire to define the specific deliverables, compensation, term, and confidentiality obligations applicable to the E Links Services as set forth in this Addendum.

Scope of Electronic Linking Services

The Service Provider shall perform the E Links Services described above, including but not limited to: creation and placement of hypertext or affiliate links, configuration of link tracking parameters, placement of link destination pages, testing and verification of tracking, and monthly reporting of link performance. Any material change to the scope shall require prior written approval by Client Name:

Payment Terms

Invoices shall be rendered in accordance with the Payment Schedule and are due within days of receipt. Late payments shall accrue interest at per month (or the maximum permitted by law, if lower). Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Addendum will commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Addendum for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed prior to termination.

Confidentiality

Each party acknowledges that in the performance of this Addendum it may receive Confidential Information of the other party. "Confidential Information" means information that is designated as confidential or that a reasonable person would understand to be confidential, including but not limited to link strategy, tracking parameters, partner lists, reporting data, and pricing. The receiving party shall: (a) use Confidential Information only to perform its obligations under this Addendum; (b) restrict disclosure to its employees, agents and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Addendum; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this Addendum; (ii) was known to the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Upon termination of this Addendum, each party shall return or destroy Confidential Information of the other party upon request.

Intellectual Property and Link Ownership

Unless otherwise agreed in writing, Client retains all right, title and interest in Client content and materials provided to Service Provider for use in connection with the E Links Services. Service Provider grants Client a non-exclusive, worldwide, royalty-free license to any deliverable created solely for Client under this Addendum, including link destination pages and reporting. Service Provider represents that any third-party link placements will be performed in compliance with applicable agreements with those third parties.

Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Addendum.

Entire Agreement

This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the E Links Services and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. In the event of any conflict between this Addendum and the Agreement, the terms of this Addendum shall govern with respect to E Links Services.

Notices

Miscellaneous

No assignment of this Addendum shall be valid without the prior written consent of the non-assigning party, except that either party may assign this Addendum to an affiliate or in connection with a merger or sale of substantially all of its assets. The waiver of any breach shall not be deemed a waiver of any other breach. If any provision of this Addendum is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

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