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EXHIBIT 10.23
May 7, 1999
LAI Worldwide, Inc.
Thanksgiving Tower, Suite 4150
1601 Elm Street
Dallas, TX 75201-4768
Attn: Robert L. Pearson
Chairman and Chief Executive Officer
Dear Bob:
This will confirm the understanding and agreement between TMP
Interactive Inc. ("TMP") and LAI Worldwide, Inc. ("LAI") relating to placement
by LAI of advertisements on www.monster.com.
1. LAI agrees that for a period of 20 months commencing May 1, 1999
(the "Term"), it will use commercially reasonable efforts to place
advertisements on www.monster.com for substantially all jobs with
initial annual base salaries of $140,000 or less that LAI is
endeavoring to fill on behalf of its clients, provided that LAI's
obligation to make any such placement shall be subject in all
cases to the consent of LAI's client(s) with respect to such
listing. Such advertisements shall be submitted to TMP in such
form and manner as reasonably requested by TMP from time to time
and the form and substance of all such advertisements as posted on
www.monster.com shall be reasonably satisfactory to LAI. Among
other things, all such advertisements shall direct the respondent
to LAI and shall provide a direct link to the LAI Compass.com web
site (www.laicompass.com) or such other web site as LAI may
designate from time to time, and provided further, that no such
listing on www.monster.com shall reveal the identity of the
prospective employer for the position, unless LAI provides
specific written instructions to the contrary. TMP will not charge
LAI for placing such advertisements on www.monster.com.
2. TMP agrees to pay LAI $52,100 per month, no later than the 10th of
each month, during each month of the Term, the first such payment
to be made no later than May 10, 1999, for a total of $1,042,000
in payments hereunder (the "Total Payments"). As you know, LAI and
TMP are parties to a letter agreement regarding certain
cooperative advertising and web site promotional activities
pursuant to which TMP has agreed to obtain a certain irrevocable
standby letter of credit to secure its obligations thereunder (the
"TMP Standby Letter of Credit"). Among other things, the TMP
Standby Letter of Credit shall also provide security for TMP's
obligations hereunder. Any and all amounts due to LAI hereunder
shall be payable in Tampa, Florida via wire transfer to the bank
account designated by LAI from time to time.
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Mr. Robert L. Pearson
May 7, 1999
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3. Either party may terminate this agreement for a material breach by
the other party which remains unremedied for a period of 15 days
after written notice. Upon any termination other than one which is
the direct result of an unremedied material breach by LAI, TMP
shall promptly pay to LAI in cash the difference between the Total
Payments and the amount of payments actually received by LAI
hereunder.
4. Neither party shall be liable under any legal theory for indirect,
special or consequential damages to the other party. The parties
are independent contractors. Any amount under this agreement which
is not paid when due shall bear interest from the due date until
the date paid at a rate of 10% per annum. This agreement (i)
constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes any previous oral or
written arrangements, (ii) may be signed in counterparts, (iii)
may not be amended, terminated or waived orally, and (iv) shall be
governed by the laws of the State of Florida without giving effect
to the provisions thereof governing conflicts of law. In
connection with any action, suit or proceeding hereunder, each
party (i) consents to non-exclusive jurisdiction of any federal or
state court located in the State of Florida, and appropriate
appellate courts therefrom, (ii) to personal jurisdiction therein,
and (iii) to waive any objection to the venue of such proceedings
for lack of personal jurisdiction or forum non conveniens. No
delay in enforcing the terms of this letter agreement by any of
the parties shall be construed as a waiver of, or bar to, the
right to subsequently enforce such terms.
Please sign the additional originally executed copy of this letter in
the space provided for your signature below to indicate your acceptance and
agreement with the terms of this letter agreement and return one fully executed
original.
Very truly yours,
TMP INTERACTIVE INC.
By:
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Name: Andrew J. McKelvey
Title: Chairman
Accepted and Agreed to
This ____ day of May, 1999:
LAI WORLDWIDE, INC.
By:
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Name: Robert L. Pearson
Title: Chairman and Chief Executive Officer