EXHIBIT 10.10
ASP AGREEMENT
This ASP Agreement, dated , between CareerEngine, Inc. ("CareerEngine"), a New
York corporation with its principal place of business at 2 World Trade Center,
Suite 2112, New York, NY 10048 and ((Company)) ("((COMPANY_AKA))"), a
corporation, with its principal place of business at ((Address1)), ((Address2)),
((City)) ((State)) ((PostalCode)).
WHEREAS, CareerEngine possesses a certain expertise in the creation and
development of websites specializing in the provision of career services and is
an ASP (Application Service Provider) offering these and related services to
others ("the ASP Services");
WHEREAS, ((COMPANY_AKA)) owns and operates a website at ((WEBSITE)) (the
"Website"), and wishes to avail itself of CareerEngine's ASP Services;
NOW, THEREFORE, for good and valuable consideration the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Services.
CareerEngine shall develop a new Career Service Website for ((COMPANY_AKA)) (the
" Career Website") which will contain relevant career service and recruiting
information with a look and feel similar to the Website and provide ASP Services
including hosting and maintaining the Career Website as stated below:
a. Surveys- creates a forum for users to express their opinions about career
related issues.
b. Job Search Agent - brings job seekers back to the site by allowing them to
create an agent that will notify them of new jobs as they are added to the
database
c. Resume Search Agent - provide an additional value added service to clients.
Recruiters will be able to fill out an agent profile, which will notify
them when a candidate matching the profile submits a resume.
d. Job Search Engine - Search for jobs by keyword, location, job number,
company or map
e. Resume Search Engine - Search for Resumes by keyword, location or resume
number
f. Tell a friend - provides a conduit for users to notify others of the career
site
g. User Registration - Archives user information and demographics
h. Pre-Built User Reports - CareerEngine will provide reports concerning
traffic to the site, activity of postings and resumes and additional
reporting as requested. CareerEngine shall also provide ((COMPANY_AKA))
with monthly "Site Usage Data".
i. Quick Job Search - Interface located on toolbar to search for jobs by
keyword only.
j. Featured Employer - Feature that showcases a preferred company. The
showcase includes a logo on the homepage, a full size graphic, a company
profile, a link to the corporate website and an isolated result set of all
jobs posted by that company.
k. SQL 7 Database - a premium database utility built specifically to archive
career related information.
l. Verity Indexing Service - a high-end search and retrieval technology
utilizing the CareerEngine Search engine to expedite search time on large
databases
m. Resume Posting Wizard - allows Job Seekers to post, edit and maintain
resumes on-line.
n. Job Posting Product - allows employers to post edit and maintain job
posting on-line.
o. Customer Support - CareerEngine will provide ((COMPANY_AKA)) with back line
technical support for the Career Website during CareerEngine's normal
support hours. ((COMPANY_AKA)) will provide end user frontline support
related to the Career Website during CareerEngine's normal support hours.
In addition, CareerEngine will supply ((COMPANY_AKA)) with a list of
CareerEngine Personnel and telephone numbers that can be reached 24 hours a
day, 7 days a wee, in order of escalation, to provide technical support
related to the Career Website. Career Engine will have no other obligation
to provide support relating to the Career Website.
p. Additional Features and Services - CareerEngine will provide additional
features and services for an additional fee. Additional features and
services are specified in Addendum A.
2. Term.
Subject to the terms and conditions hereof, the term of this Agreement shall be
for the period commencing on the date that site becomes operational as set forth
in a notice by CareerEngine and ((COMPANY_AKA)) (the "Commencement Date") and
shall be automatically renew for successive one-year renewal terms unless
otherwise terminated by either party at least sixty (60) days notice prior to
the initial term or any renewal term in writing ("Renewal Term").
3. Prices.
Prices for the Services are stated under "Pricing" in Addendum B.
((COMPANY_AKA)) shall pay all sales, use, gross receipts, excise, occupational,
access, bypass, franchise and other federal, state and local taxes, assessments,
fees, charges, and surcharges, however designated, imposed on or based upon the
provision, sale, purchase and/or use of the ASP Services or Products.
4. Service.
In consideration for CareerEngine's ASP Services, ((COMPANY_AKA)) agrees to pay
CareerEngine the following fees which are set forth in detail in Addendum B:
a. Setup Fee of which fifty (50%) percent shall be paid upon the
execution of this Agreement and the balance of which shall be payable
on the Commencement Date
b. A monthly hosting and maintenance fee which shall be payable on the
first day of each month after the Commencement Date and/or Launch Date
that this Agreement remains in effect. During the initial term (as
well as the second year Renewal term), the hosting and maintenance fee
as defined in Addendum B shall remain fixed. Following the second year
Renewal Term, the hosting and maintenance fee shall increase in an
amount, not more than 10% during each renewal year, as may be fixed by
CareerEngine.
c. If any payment is not made within thirty (30) days of delivery, a late
charge shall accrue on the delinquent amount at a rate of 1.5% per
month, or the maximum rate permitted by law, whichever is less. Any
and all dispute claims must be submitted in writing to CareerEngine
within thirty (30) days of the applicable invoice date. All dispute
claims not submitted within said thirty (30) day period are deemed
waived.
5. Obligations of CareerEngine.
CareerEngine shall be responsible for providing the Services consistent with
industry standards, except as provided in Addendum C. CAREERENGINE DISCLAIMS ALL
OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE.
6. Obligations of Customer.
((COMPANY_AKA)) shall be responsible for the following and any additional
obligations that may be outlined in Addendum C:
a. CareerEngine will allow ((COMPANY_AKA)) to review the site before the
agreed upon launch date. This is Milestone 3 and is stated in the
CareerEngine Network Proposed Project Flowchart and timeline. See
Addendum D for details. Note: the site review by ((COMPANY_AKA)) should
take place ten (10) business days before the scheduled launch date and may
take up to 5 business days to review and implement. This review will only
be an editorial review, which only includes text changes and "look and
feel" changes. Any component development or component changes requiring
further development must be surfaced at Milestone 2. see Addendum D for
details. If((COMPANY_AKA)) does have additional component changes in
Milestone 3, those changes will not be made until after the Launch Date. If
((COMPANY_AKA)) does not complete its editorial review within the five (5)
business days allotted, the Launch date will slip accordingly. CareerEngine
is not responsible for this delay.
b. CareerEngine must know within the first ten (10) days of the project launch
whether ((COMPANY_AKA)) would like to mask the URL to CareerEngine's hosted
career site.
i. CareerEngine recommends that((COMPANY_AKA))set up a site called
careers.((COMPANY_AKA)).com
ii. CareerEngine does not support framesets for URL masking
c. Site Information
i. Legal pages - the legal papers on the new career site will point
directly to CareerEngine Legal content
ii. Press Releases - CareerEngine will link directly
to((COMPANY_AKA))Press releases
iii. About Us Section - CareerEngine will link directly to((COMPANY_AKA))
About Us Section. ((COMPANY_AKA)) will provide CareerEngine with the
necessary information on the About Us and CareerEngine will also
insert CareerEngine's About Us content on the About Us page hosted by
CareerEngine.
iv. Home Button - CareerEngine will create a Home button to link directly
to((COMPANY_AKA))Home Page.
d. Process
i. Attached as an Addendum D is a general overview of how CareerEngine
proposes to build the site. Note: customer communication is vital to
keeping the project on track and on time
a. if CareerEngine does not receive timely (read within 24 hours)
response from requests to ((COMPANY_AKA)), the project may slip beyond
the launch date.
b. Launch is contingent upon adherence to the process in Addendum D and
timely response from((COMPANY_AKA))
ii. CareerEngine will test its site and content on the two newest versions
of Internet Explorer and Netscape Navigator only.
iii. Start date will not commence until the following requirements are
obtained from((COMPANY_AKA)):
a. Completed Client Information Sheet/ Questionnaire and Credit
application - this information sheet contains all pertinent contact
information and technical information necessary to prepare for the
site. The contact information will include those persons responsible
for the technical integration of the CareerEngine career site into the
site of ((WEBSITE)).
b. Requirements. This contract contains all of the overall requirements
set forth by ((COMPANY_AKA)). By executing this contract,
((COMPANY_AKA)) agrees that the above requirements and deliverables
will be provided by CareerEngine. Any additional enhancements and
changes will not be required by CareerEngine to deliver.
c. Receipt of the initial setup fee.
iv. CareerEngine will, however, attempt to fulfill such additional
requests to the best of its ability given the time and resources
allowed. However, CareerEngine will not be held accountable for any
additional features other than the features explicitly stated above.
v. Launch date will be thirty-one (31) calendar days from the start date
unless otherwise noted in wring, but CareerEngine should be liable if
the Launch date is delayed.
e. Post Launch
i. Once the ((COMPANY_AKA)) career site is launched to the public, all
inquiries, issues or requests with respect the operations of such site
will be assigned to and should be directed to a CareerEngine Account
manager.
ii. Additional enhancements and changes following the launch
a. Any additional enhancements and changes after the launch which
were not defined in this agreement should be directed to your
account manager.
b. CareerEngine will perform enhancements and changes on behalf of
((COMPANY_AKA)) no earlier than sixteen (16) calendar days
following the launch date.
c. Any enhancements and changes will be performed by CareerEngine at
the hourly rate of $175 per hour. In addition, the enhancements
may require an increase in the amount of the monthly hosting and
maintenance fee in an amount to be set forth in a notice
delivered by CareerEngine to ((COMPANY_AKA)). The rate is based
on a four (4) hour minimum for a CareerEngine It Representative.
7. Compliance With Laws.
((COMPANY_AKA)) shall not use or permit its end users to use the Services in any
manner that violates any applicable laws or CareerEngine's use policies,
infringes on the rights of others or interferes with users of the CareerEngine
network or other networks, including, without limitation, distribution of chain
letters or unsolicited bulk electronic mail (spamming), distribute or release
computer worms and viruses, use a false identity, attempt to gain unauthorized
entry to any site or network, distribute child pornography, obscenity or
defamatory material, or infringe patents, copyrights, trademarks or other
intellectual property rights.
8. Termination.
a. Notwithstanding Section B hereof either party may terminate this
Agreement upon the occurrence of any of the following events by giving
written notice to the other party (the Defaulting Party) not less than
thirty (30) days prior to the effective date of such termination as
specified in the notice: (i) any material breach by the defaulting
party of this agreement, which breach remains uncured for a period of
thirty (30) days after the giving notice to the Defaulting Party of
its breach (ii) any voluntary or involuntary filing bankruptcy,
reorganization or receivership or under similar laws for the
protection of creditors, by or directed against the Defaulting Party
of any of its assets for the benefit of creditors; or any liquidation
or dissolution of the Defaulting Party.
b. Upon the expiration of the term or any termination of this Agreement,
all amounts owed by one party to the other party under this Agreement
shall become immediately due and payable
i. Section 13, 15, 17 and 18 shall survive the expiration of the
Term or any termination of this agreement
c. Upon the expiration of the term or any termination of this Agreement,
each party agrees to promptly return to the other party, or to destroy
at such other party's election all data, records and materials of such
other party, if any, in its possession.
9. Notice
All notices required to be given hereunder shall be in writing and shall be
deemed given upon personally delivered to the party to be notified or by a
nationally recognized courier upon proof of delivery and addressed to the party
to be notified at address indicated for such party below or such other address
as such party may designate by ten days advanced written notice to the other
party:
((Address1))
((Address2))
((City)),((State))((PostalCode))
((WorkPhone))
CareerEngine
Two World Trade Center
Suite 2112
New York, NY 10048
10. Force Majeure
Neither party shall have any liability for any failure or delay in performance
of any of its obligations hereunder which are not within its direct or
reasonable control and which is caused by any: act of God; act of a governmental
or military authority or agency; fire, flood, earthquake, windstorm or other
natural calamity, labor disturbance, lockout or strike; war; riot; inability to
obtain labor, materials or transportation on time; telecommunications failure or
interruption of service, or data/word-processing failure or interruption of
service (whether of hardware, software or both) or any other cause beyond its
reasonable control, whether similar or dissimilar to any of the recited events.
11. Performance
The determination of ((COMPANY_AKA)) Career Site's uptime performance will be
confined to the factors directly within the control of CareerEngine. Factors
beyond the control of CareerEngine include but not limited to interruption or
failure of telecommunication or digital transmission links and Internet
slow-downs or failures. If in any month the Career Site uptime falls up to, but
not in excess of 95% due to factors within CareerEngine's control, then the
Monthly Maintenance fee will be reduce by 50%. If in any month the Career Site
uptime falls below 95% due to factors within CareerEngine's control, then the
Monthly Maintenance fee will be not be payable for that month.
If within the Initial Term or any renewal term the Career Site uptime
performance falls below 95% due to factors within CareerEngine's control, then
((COMPANY_AKA)) will have an option to cancel this agreement within such year
upon thirty (30) days notice and CareerEngine will host the Career Site at no
cost for 60 days starting from date of cancellation.
12. Limitation of Liability.
In no event shall CareerEngine's liability to ((COMPANY_AKA)) arising out of a
breach of this agreement exceed the total amount of one monthly fee. In no event
will either party be liable for any consequential, incidental, indirect, special
or punitive damages whatsoever.
13. Assignment
Neither this Agreement nor any rights or obligations hereunder shall be
assigned, sublicensed or otherwise transferred, in whole or in part, by either
party without the other party's prior written consent except as otherwise
provided herein.
14. Non-Solicitation of Employees
Neither party may solicit for employment the employees of the other party during
the term of this Agreement and for a
period of twelve (12) months after termination of this Agreement without the
express prior written consent of the other party, which shall not be
unreasonably withheld.
15. General Provisions
a. Should any provision of this Agreement be held to be void, invalid or
illegal by arbitration or a court of competent jurisdiction, the
validity and enforceability of the other provisions shall not be
affected thereby.
b. This Agreement embodies the entire understanding between the parties
with respect to the subject matter hereof, and supersedes any and all
prior understandings and agreements, either oral or written, relating
thereto.
c. This Agreement is binding on the parties hereto and their respective
successors and permitted assigns.
d. Any amendment hereof must be in writing and signed by both parties.
e. Failure of either party to enforce any provision of this Agreement
shall not constitute or be construed as a waiver of such provision nor
of the right to enforce such provision.
f. The headings and captions contained in this Agreement are inserted for
convenience only and shall not constitute a part hereof.
16. Indemnification
((COMPANY_AKA)) will defend, indemnify and save CareerEngine harmless from and
against any and all claims, losses and liability relating to any infringement or
threatened infringement of any patent, copyright or trademark, by use of the
((COMPANY_AKA)) trade name as permitted under this agreement or any loss or
damage to property or any loss or damage arising from bodily injury, including
death, when such loss or damage is caused by the negligent acts or omissions or
intentional wrongdoing of ((COMPANY_AKA)) its employees, subcontractors or
agents and which arises out of the performance of this Agreement, provided that
CareerEngine gives ((COMPANY_AKA)) prompt written notice of any such claim of
loss or damage and allows CareerEngine to control, and fully cooperate with
((COMPANY_AKA)) in, the defense and all related settlement negotiations and
provided further the failure to give prompt notice shall not relieve
((COMPANY_AKA)) of its liability hereunder accept to the extent that such
failure results in damage, prejudice or injury to ((COMPANY_AKA))
CareerEngine will defend, indemnify and save ((COMPANY_AKA)) harmless from and
against any and all claims, losses and liability relating to any infringement or
threatened infringement of any patent, copyright or trademark, by use of the
CareerEngine trade name as permitted under this agreement or any loss or damage
to property or any loss or damage arising from bodily injury; including death,
when such loss or damage is caused by the negligent acts or omissions or
intentional wrongdoing of CareerEngine, its employees, subcontractors or agents
and which arises out of the performance of this Agreement, provided that
((COMPANY_AKA)) gives CareerEngine prompt written notice of any such claim of
loss or damage and allows ((COMPANY_AKA)) to control, and fully cooperate with
CareerEngine in, the defense and all related settlement negotiations, and
provided further the failure to give prompt notice shall not relieve
CareerEngine of its liability hereunder accept to the extent that such failure
results in damage, prejudice or injury to CareerEngine.
17. Ownership of Intellectual Property
a. CareerEngine acknowledges and agrees that ((COMPANY_AKA)) shall be the
sole owner of all Intellectual Property embodied in the
((COMPANY_AKA)) Career Website, including, without limitation, any
enhancements thereof, and including, but not limited to, any
trademarks, service marks and logos, whether now existing or hereafter
arising. CareerEngine further agrees that it does not have, nor in the
future claim to have, any rights or interests of any nature whatsoever
in such Intellectual Property of ((COMPANY_AKA))
b. ((COMPANY_AKA)) acknowledges and agrees that CareerEngine shall be the
sole owner of all Intellectual Property embodied in the CareerEngine
service, including, without limitation, any enhancements thereof, and
including, but not limited to any trademarks, service marks and logos,
whether now existing or hereafter arising. ((COMPANY_AKA)) further
agrees that it does not have, nor in the future claim to have, any
rights or interests of any nature whatsoever in such Intellectual
Property of CareerEngine.
c. Any use by a party hereto of any mark or logo of any other party shall
inure exclusively to the benefit of the party owning the mark or logo.
18. Status of the Parties
The relationship between CareerEngine and ((COMPANY_AKA)) hereunder is solely
that of independent contractors. No party shall be considered to be an employee
or agent of the other (except for those purposes specifically enumerated in this
Agreement); nor shall anything contained in this Agreement be construed to
create any partnership or joint venture between or among the parties.
19. Counterparts and Signatures
This agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute one
agreement. Facsimile signatures shall have the same force and effect as original
signatures. This Agreement shall be of force and effect upon the execution and
delivery to both parties of a fully executed counterpart of same.
In Witness Whereof, the parties have executed this Agreement in duplicate, each
to have the full force and effect of the original for all purposes, all as of
the Effective Date.
CareerEngine, Inc. ((Company))
By:__________________________ By:_______________________________
Name: _______________________ Name: ____________________________
Title: ______________________ Title: ___________________________
Date: _______________________ Date: ____________________________
Initial ___________ Initial ___________
((COMPANY_AKA)) Initial _______
CareerEngine Initial _______
Addendum A
Additional Features
Accept Decline Additional Feature
_____ _____ A. Featured Employer - a complete sponsorship program that provides recruitment visibility to any company
that purchases the space. The feature includes the sponsor's job listings, a company profile and a link
to the sponsor's home page. All information related to the Featured Employer must be submitted to
CareerEngine prior to completion of the Career Site. Each Featured Employer will be built for a fee.
_____ _____ B. Site Advisor - a gateway interface between the user and a confirmed professional providing a forum for
questions and answers based on the response of the professional
_____ _____ C. Resume Search Agent - matches predisposed candidate search criteria against resumes yet to be posted by a
Job Seeker. When a match is made an email alert is sent to the employer
_____ _____ D. Message Board - an open forum by which the users can communicate via bulletin board postings with other
users or the users can respond to a thread started by the administrator. Fully administered by the
customer
_____ _____ E. Hot Skills - a front-page applet that displays a title of a 'hot skill' (i.e. Java, Project Manager,
Oracle) and next to each skill a number indicating the amount of job postings for that particular skill.
When the user clicks on the Hot Skill the user will automatically pull up the requisite number of job
postings indicated on the front page. This is a shortcut for job seekers and can be customized to
reflect whatever Hot Skills the customer wants to focus upon
_____ ______ F. Banner Rotation Server - For clients who do not utilize third-party ad serving technology, CareerEngine
has developed a Banner Rotation Server. CareerEngine will embed the appropriate code into the career
site pages to which the banners can be served
_____ ______ G Single User Login - synchronizing user registration and passwords over a secure link between two servers
(customer and CareerEngine) in two different companies so it is not a trivial task
_____ ______ H. Customized User Reports - A report that is custom tailored to the client specifications to report on
exactly what the client wants
_____ ______ I. Testimonials - an interface on the client website that allows the submission of a testimonial. Not
automatically displayed on site
_____ ______ J. Press Release Updater - an administrative system by which the client can ads, edit or delete press
releases real time
_____ ______ K. Business Services - Marketing and Sales consulting
((COMPANY_AKA)) Initial _______
CareerEngine Initial _______
Addendum B
Pricing and Payment Terms
Pricing
Setup time fee Monthly Hosting &
Maintenance Fee
Standard Features
A. Surveys
B. Job Search Agent
C. Resume Search Agent
D. Job Search Engine
E. Resume Search Engine
F. Tell a Friend
G. User Registration
H. Pre-Built User Reports
I. Quick Job Search
J. Featured Employer
K. SQL 7 Database
L. Verity Indexing Service
M Resume Posting Wizard
N Job Posting Product
O Customer Support
SUB-TOTAL
Additional Feature
A. Featured Employer - per featured employer
B. Site Advisor
C. Resume Search Agent
D Message Board
E Hot Skills
F. Banner Rotation Server
G. Single User Login
H. Customized User Reports
I. Testimonials
J. Press Release Updater
K. Business Services
TOTAL
Payment
Date Amount
Due upon Signing (50%)
Due upon Launch (50%)
Due the first of every month
((COMPANY_AKA)) Initial _______
CareerEngine Initial _______
Addendum C
Additional Obligations of Customer
((COMPANY_AKA)) Initial _______
CareerEngine Initial _______
Addendum D
Project flowchart and Timeline