Business Sub Link Agreement

BUSINESS SUB LINK AGREEMENT

This Business Sub Link Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client operates an online business and seeks to obtain subordinate link placement services (sub links) to improve referral traffic and visibility; and

WHEREAS, Service Provider has experience and resources to procure and maintain sub link placements on third-party sites and to provide monitoring and reporting related thereto; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the procurement, placement, monitoring and maintenance of such sub links under the terms and conditions of this Agreement.

SCOPE OF WORK

Service Provider shall provide sub link services as described below. Services include identification of placement opportunities, negotiation with third-party site owners, placement of links using agreed anchor text and target URLs, periodic verification of link presence, and reporting to Client.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services. All amounts are in U.S. dollars unless otherwise stated.

All undisputed invoices are due within days of receipt. Overdue amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum permitted by law, with a minimum late fee of . Client is responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured after days' written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and non-cancellable commitments incurred prior to the effective date of termination.

Upon termination or expiration, Service Provider will provide a final report of active sub links and reasonable assistance to transition services if requested; transition assistance, if any, will be billed at Service Provider's then-current rates.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), including pricing, marketing plans, target URLs, anchor text strategies, lists of third-party contacts and technical details, whether oral, written or electronic. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is approved for release by written authorization of Disclosing Party.

Receiving Party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Upon termination, Receiving Party shall, at Disclosing Party's option, return or destroy Confidential Information and certify destruction in writing.

Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to the extent required by law or court order, provided Receiving Party gives prompt written notice to Disclosing Party (unless prohibited) and cooperates in any effort by Disclosing Party to obtain confidential treatment or a protective order.

INTELLECTUAL PROPERTY; USAGE

Client grants Service Provider a limited, non-exclusive license to use Client-supplied trademarks, logos and brand assets solely for the purpose of performing the services under this Agreement. All rights, title and interest in materials created by Service Provider specifically for Client under this Agreement (Deliverables) shall be owned by Client upon full payment, except that Service Provider shall retain ownership of its pre-existing tools, methodologies, templates and proprietary technologies. Service Provider may display anonymized case studies referencing aggregate metrics unless Client provides a written objection.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Client shall indemnify and hold harmless Service Provider from and against claims arising from Client-provided materials, instructions, or content, and Service Provider shall indemnify Client from third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the services.

GOVERNING LAW; JURISDICTION

This Agreement 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 and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Assignment: Neither party shall assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided the successor assumes the assigning party's obligations.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

Notices: Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

ACKNOWLEDGMENT

Each party signing below represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

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