Fill and Sign the Ryleycarlock Arizona Department of Water Form

-1- 7.12 Form: Linking Agreement This Agreement, dated as of __________ ("Effective Date"), is made between PQR Inc. ("PQR"), and XYZ Corporation ("XYZ"). PQR and XYZ hereby agree as follows: 1. Links to PQR's Web Site XYZ shall have the right, but not the obligation, to establish hyperlinks between the XYZ Web site at ____________________ and the PQR Web site at ____________________, using any combination of the following types of links: 1.1 Product Lists XYZ may select one or more specific Products of PQR to list on the XYZ Web site. For each selected Product, XYZ will display on its Web site the name of the Product and a short description or other reference provided by PQR. XYZ will use a special link, provided by PQR from each Product reference on the XYZ Web site to the corresponding Product detail page on the PQR Web site. Each link will connect directly to a single item on the PQR Web site. XYZ may add, change or delete Products (and related links) from its Web site at any time. 1.2 Search Feature PQR will provide XYZ with technical specifications describing how to include a PQR Product search box on the XYZ Web site. The search box will permit site visitors to navigate directly to a page on the PQR Web site that contains the results of their Product search queries. -2- 1.3 Links to Subject Browse Categories PQR will provide XYZ with technical specifications and graphical artwork to use in linking to PQR subject browse categories. 1.4 Links to PQR Homepage PQR will provide XYZ with technical specifications and graphical artwork to use in linking to the PQR homepage. 2. PQR Responsibilities PQR will be solely responsible for the development, operation, and maintenance of its Web site and for all materials that appear therein or which are provided for use on the XYZ Web site, including, without limitation: (a) the technical operation of its Web site and all related equipment; (b) creating and posting Product information and descriptions on its Web site; (c) the accuracy and appropriateness of materials posted on or incorporated into its Web site or provided for use on the XYZ Web site (including, among other things, all Product-related materials); (d) ensuring that materials posted on or incorporated into its Web site or provided for use on the XYZ Web site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, trade secrets, privacy or other personal or proprietary rights); (e) and ensuring that materials posted on or incorporated into its Web site or provided for use on the XYZ Web -3- site are not libelous and comply with all applicable laws and regulations. 3. Compliance Customers who link to the PQR Web site through the XYZ Web site will be deemed customers solely of PQR for all purposes. PQR shall be liable for any claims, actions, liabilities, damages, fines, penalties, costs and expenses ("Claims") arising out of this customer relationship and this Agreement, including the use by customers of the information on the PQR Web site or of information provided for use on the XYZ Web site, the compliance of PQR with all applicable laws and regulations related thereto and the operation or content of the PQR Web site. PQR shall indemnify, defend and hold XYZ and its affiliates and its and their directors, officers, employees and agents harmless from any and all such Claims. XYZ is providing these links to the PQR Web site solely as an accommodation to PQR and shall have no liability to PQR or any third party arising out of or related to this Agreement. In connection with any indemnification described in this Section, XYZ (a) will give PQR prompt written notice of the claim, (b) will cooperate with PQR (at PQR's expense) in connection with the defense and settlement of the claim, and (c) will permit PQR to control the defense and settlement of the claim, provided that PQR may not settle the claim without XYZ's prior written consent (which will not be unreasonably withheld). Further, XYZ (at its cost) may participate in the defense and settlement of the claim. This provision will survive the termination or expiration of this Agreement. -4- 4. Trademarks PQR hereby grants to XYZ, during the term of this Agreement, a non-exclusive, non- transferable, royalty-free license to use the PQR trade names, logos, trademarks and service marks that may from time to time be supplied by PQR on the XYZ Web site, subject to the prior approval of XXXX. Except for such license each party reserves all of its right, title and interest in its intellectual property. 5. Term and Termination The term of this Agreement will begin on the Effective Date and will continue until either party terminates this Agreement on thirty (30) days written notice. 6. General Provisions The parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture or any other relationship between them. This Agreement will be binding on and enforceable by the parties and their respective successors and assigns. The failure of XYZ to enforce any provision of this Agreement will not constitute a waiver of XYZ's rights to enforce subsequently the provision. This Agreement (a) represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter, (b) may be amended or modified only by a written instrument signed by a duly authorized agent of each party, (c) may not be assigned by either party without the consent of the other and (d) -5- will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law rules. Any action relating to this Agreement must be brought in state or federal courts located in New York City, and the parties irrevocably consent to the jurisdiction of such courts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. XYZ CORPORATION PQR INC. By:____________________ By:__________________ Title:_________________ Title:_______________ Date:__________________ Date:________________