{"id":42135,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-branded-site-agreement-cnet-inc-and-techies-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-branded-site-agreement-cnet-inc-and-techies-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/co-branded-site-agreement-cnet-inc-and-techies-com-inc.html","title":{"rendered":"Co-Branded Site Agreement &#8211; CNET Inc. and Techies.com Inc."},"content":{"rendered":"<pre>\n                           CNET CO-BRANDED SITE AGREEMENT\n\nCNET, Inc. (\"CNET\") operates Internet sites  through which users will be able \nto access technology job information and related tools provided by \nTechies.com (\"Content Provider\").  Content Provider operates a technology job \nweb site at http:\/\/www.techies.com (the \"Content Provider Site\"). Content \nProvider desires to be listed on the CNET Sites, including the CNET Tech Jobs \nsite at http:\/\/jobs.cnet.com and any other site launched by CNET that is \nprimarily devoted to information technology (collectively, the \"CNET Sites\"), \non the terms and subject to the conditions set forth in this Agreement.  \nAccordingly, CNET and Content Provider hereby agree as follows:\n\n1.     CO-BRANDED SITE.\n\n       1.1    DEVELOPMENT.  Within a reasonable time after the execution of this\n              Agreement, the parties will use commercially reasonable efforts to\n              create and develop a co-branded version of the Content Provider\n              Site (the \"Co-Branded Site\") with the intention of making such\n              site available to CNET's general user base on January 1, 2000 (the\n              \"Launch Date\").  The parties will cooperate in good faith to\n              determine a mutually agreed upon beta and testing period that will\n              occur prior to the Launch Date.  The Co-Branded Site will include\n              a career development center with the following functions and\n              features: job listings search, career management resource content\n              authored by the Content Provider, registration to the Content\n              Provider's services through the Co-Branded Site, and ability to\n              browse profiles of Content Provider's clients. The Co-Branded Site\n              will also include a \"Post your Jobs\" feature, a \"Company of the\n              Day or Week\" function, and a \"Job of the Day or Week\" function,\n              the latter two features which shall be reasonably determined by\n              Content Provider and selected from Content Provider's client base.\n              Without limiting the foregoing, unless otherwise determined by\n              CNET, the Co-Branded Site will provide all of the information,\n              content, features and functionality, and will perform in a manner\n              substantially similar to the Content Provider Site, as the Content\n              Provider Site may be updated and enhanced from time to time. \n              Unless otherwise agreed by the parties, CNET will not include any\n              reasonably deemed competitive job or career-related functionality\n              within the Co-Branded Site.  Each party will designate a contact\n              to whom questions about the production of the Co-Branded Site\n              shall be directed.\n\n       1.2    HOSTING.  Unless otherwise mutually agreed by the parties, the\n              Content Provider will host the Co-Branded Site on its servers (or\n              on servers within its control) and will provide all computer\n              hardware, software and personnel necessary to operate and maintain\n              such Co-Branded Site as functional pages accessible to users of\n              the World Wide Web. Notwithstanding that the Co-Branded Site is\n              hosted by the Content Provider, the Content Provider agrees to use\n              commercially reasonable efforts to ensure that that each page on\n              the Co-Branded Site will be IP masked so that the URL displayed in\n              a Co-Branded User's browser ends in CNET.com. The parties agree\n              that CNET will receive credit for all page views for Media Metrix\n              and other reporting purposes.  In the event that CNET reasonably\n              determines that Content Provider is technologically unable to\n              include a CNET.com URL on the registration page, CNET agrees that\n              such registration page only may appear under the Techies.com URL,\n              provided that (a) the look and feel of such registration page is\n              substantially similar to the look and feel of the Co-Branded Site,\n              and (b) no advertising or other promotions appear on the\n              registration page.  The parties will work together in good faith\n              to determine the most efficient and effective method to provide\n              the Co-Branded Site to users, and may move some Co-Branded pages\n              to CNET's servers as mutually agreed upon. \n\n       1.3    DESIGN; LOOK AND FEEL.  CNET will design the user interface and\n              all aspects of the look and feel of the Co-Branded Site in\n              consultation with the Content Provider. The design, text and\n              graphics of the Co-Branded Site created by CNET will be provided\n              to Content Provider at least 30 days prior to the Launch Date. \n              Each page on the Co-Branded Site will include primary branding for\n              CNET and may include hyperlinks to CNET or to third parties, as\n              determined at CNET's discretion subject to the terms of Section\n              2.7 below.  Content Provider will receive branding on the \n              Co-Branded Site in the form of (a) a logo of equal size to the \n              CNET logo which appears above the fold on the Co-Branded Site, \n              and (b) a text statement indicating that the Co-Branded Site is \n              \"Powered by techies.com\" directly adjacent to the CNET logo.\n\n       1.4    TECHNICAL STANDARDS.  The Co-Branded Site will comply with the\n              functional, technical and editorial specifications and standards\n              set forth in EXHIBIT A.\n\n                                      Page 1\n\n\n       1.5    ADVERTISING.  CNET or its third party designee will be solely\n              responsible for creating and pricing advertising units, as well\n              as selling and serving all advertising on the Co-Branded Site. \n              Content Provider will use commercially reasonable efforts to\n              ensure that the hardware and software associated with the \n              Co-Branded Site are compatible with the ad serving software of \n              CNET or its third-party ad server existing as of the Effective \n              Date of this Agreement.\n\n       1.6    DATA COLLECTION.\n\n              1.6.1  CO-BRANDED USERS. Members of the Content Provider's service\n                     registering from the Co-Branded Site will be directed back\n                     to the Co-Branded Site for services and information offered\n                     by the Content Provider, including to browse company\n                     profiles in response to a JobNote (as defined in Section\n                     2.6).\n\n              1.6.2  DELIVERY BY CONTENT PROVIDER TO CNET.  Content Provider\n                     will own all user registration data generated through the\n                     Co-branded Site.  Content Provider will supply CNET with\n                     the Co-Branded Site user registration data in both summary\n                     and detailed form, for usage as defined in Section 1.6.3\n                     below.   This data will be shared in real time if\n                     commercially and technologically feasible, so that, for\n                     example, CNET could customize its site content and\n                     advertising for that user.  If real time data sharing is\n                     not available, the data shall be provided to CNET no less\n                     frequently than bi-weekly.  Content Provider shall provide\n                     CNET with all information it collects on the Co-Branded\n                     Site including, without limitation, data regarding visits,\n                     number of searches, page views and unique users.\n\n              1.6.3  PERMITTED USE. During the Term and after termination of\n                     this Agreement, CNET will not use the registration data to\n                     target advertising or promotions to registered users for a\n                     service that is competitive with the products or services\n                     provided by the Content Provider at the date of the\n                     execution of this Agreement (e.g., career and recruiting\n                     services).  During the Term and after termination of this\n                     Agreement, Content Provider may use the registration data\n                     to deliver a reasonable amount of information regarding\n                     Content Provider's services, provided that (a) such\n                     information will not be specifically targeted at users that\n                     registered through the Co-Branded Site, (b) such\n                     information will not refer to CNET or any CNET property\n                     without CNET's prior written consent, and (c) such\n                     registration data may be provided to third parties only if\n                     (i) the user has affirmatively \"opted-in\" to allow such\n                     data to be disclosed, and (ii) such third party is not a\n                     CNET competitor, defined as a company whose primary\n                     business involves Internet-based news, information,\n                     reviews, e-commerce solutions, auctions, price comparisons\n                     or software downloads.  All use of Content Provider's\n                     proprietary data will be consistent with Content Provider's\n                     and CNET's reasonable privacy policies. This clause will\n                     survive the termination of the Agreement.  Except for the\n                     restrictions placed on use of the registration data\n                     provided above, nothing herein shall restrict a party from\n                     offering products or services in competition with the\n                     other. \n\n              1.6.4  DELIVERY BY CNET TO CONTENT PROVIDER.  CNET shall provide\n                     Content Provider with any information it collects on the\n                     Co-Branded Site, such as page views, unique users, and\n                     clickthroughs to the registration tool. Such data may be\n                     shared in the aggregate by Content Provider solely for\n                     marketing purposes, provided that the accuracy and\n                     representation of such data in marketing materials is\n                     approved in advance by CNET and that such data is not\n                     provided to any CNET competitor.\n\n       1.7    MESSAGES.  All hyperlinks and URLs included within any messages\n              sent to users of the Co-Branded Site, including but not limited to\n              JobNotes, shall link to the appropriate page on the Co-Branded\n              Site; provided, however, that if pursuant to Section 1.1 CNET has\n              elected to not include certain content of the Content Provider\n              Site and such content is referenced in the message, then any\n              hyperlinks directly related to that content may link to the\n              appropriate page of the Content Provider Site.\n\n2.     PROMOTIONS ON THE CNET SITES.\n\n       2.1    PROMOTIONS.  Content Provider agrees to purchase [****] on the\n              CNET Sites and CNET TV (\"Promotions\") totaling at least [****] \n              during the\n\n                                      Page 2\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\n              Term (\"Minimum Media Buy Amount\").  Unless otherwise mutually\n              agreed, Content Provider will pay for the Promotions at the rate\n              of [****].  Such Promotions will be designed to promote the CNET\n              Tech Jobs channel and will include the phrase \"Powered by\n              Techies.com\" wherever appropriate or mutually agreed.\n       \n       2.2    DELIVERY AND DESIGN.  The Promotions will be delivered\n              substantially in accordance with the Media Plan set forth on\n              EXHIBIT B, as may be changed from time to time by mutual agreement\n              of the parties.  Notwithstanding the foregoing, within 30 days\n              following the execution of this Agreement, CNET and Content\n              Provider will work together in good faith to determine what\n              changes, if any, should be made to EXHIBIT B with respect to the\n              Promotions, and shall amend EXHIBIT B to reflect all mutually\n              agreed upon changes. For any changes to the EXHIBIT B, CNET and\n              Content Provider will work together in good faith to determine the\n              timing, type, content, number and placement of such changed\n              Promotions on the CNET Sites. CNET will design any graphics and\n              other materials required for the Promotions, in reasonable\n              consultation with the Content Provider.  Unless otherwise agreed\n              by the parties, all Promotions will be linked to the Co-Branded\n              Site.\n\n       2.3    CNET PROMOTION REPORT.  Within thirty (30) days following the end\n              of each month during the Term, CNET will provide a report to\n              Content Provider describing the number of Promotions delivered\n              during the previous month (\"CNET Promotion Report\") and in\n              addition will provide access to tracking and reporting information\n              in the manner generally available to other advertisers on the CNET\n              Sites. \n       \n       2.4    LINKS AND SITE INTEGRATION.  CNET will place links to the \n              Co-Branded Site in relevant areas within the CNET Sites, as \n              defined in Exhibit C.  Additional links may be placed within the \n              CNET Sites at CNET's sole discretion.  Without limiting the \n              foregoing, CNET will place a link to the Co-Branded Site off the \n              front door of CNET.com and in the navigation bar appearing at the \n              top of each page on the CNET Sites; provided that CNET may change \n              the look and feel, design, functionality and features of the CNET \n              Sites at CNET's sole discretion.  If any change to the CNET Sites \n              requires that CNET remove links to the Co-Branded Site, CNET will \n              use good faith efforts to provide such links in a substitute \n              location; provided that CNET will use commercially reasonable \n              efforts to ensure that a link to the Co-Branded Site remain on \n              the front door of CNET.com, and will provide a link of \n              substantially similar prominence if such front door link is \n              removed.\n       \n       2.5    DISPATCH AND CNET REGISTRATION.  During the Term, CNET will use\n              commercially reasonable efforts to include an announcement\n              regarding the availability of the CNET Tech Jobs site in one CNET\n              Dispatch at no charge to Content Provider.  CNET will draft such\n              announcement, subject to the reasonable approval of Content\n              Provider, which will not be unreasonably withheld or delayed.  In\n              addition, CNET will include a link to the Co-Branded Site within\n              each career-oriented newsletter, if any, that may be created by\n              CNET after the Effective Date.  Further, if CNET develops a\n              universal CNET registration page on which a user can register for\n              all services on the CNET Sites, CNET may include the Co-Branded\n              Site within such registration page, at CNET's option; provided\n              that CNET will use commercially reasonable efforts to include an\n              \"opt-in\" box on such registration page though which users may\n              request registration information related to the Co-Branded Site.\n       \n       2.6    JOBNOTES.  For the purposes of this Agreement, \"JobNote\" means an\n              email dispatch from Content Provider, known as a JobNote (or its\n              successor), that describes a job listed on the Content Provider\n              Site.  At CNET's discretion, CNET may include a link to a JobNotes\n              sign-up page on the CNET Dispatch registration page.  The JobNotes\n              sign-up page will initiate the registration process, and will\n              include reference to the Content Provider.  In all JobNotes\n              delivered to members of the Co-Branded Site, Content Provider will\n              include mutually agreed-upon co-branding in the \"Subject\" field\n              and heading of the email, which will include, at a minimum, the\n              CNET name before the name of Content Provider.  Further, such\n              JobNote will point the user to the Co-Branded Site to review the\n              profile of the respective Content Provider's client, and will not\n              contain advertising unless mutually agreed by the parties.\n\n       2.7    EXCLUSIVITY.\n\n                                      Page 3\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\n              2.7.1  During the Term, CNET will not include any third-party\n                     content within the CNET Sites from any company that is in\n                     the primary business of career placement or recruiting in\n                     the information technology industry. \n              \n              2.7.2  CNET will not include advertising or promotions on \n                     the Co-Branded Site from any company listed on EXHIBIT D, \n                     as may be changed not more than semi-annually by mutual \n                     agreement of the parties.  Notwithstanding the foregoing, \n                     if any company with which CNET has an existing contractual\n                     relationship is added to EXHIBIT D, then CNET may fulfill\n                     its existing contract with such company, provided that such\n                     contract may not be extended or renewed by CNET. \n              \n              2.7.3  Content Provider acknowledges that CNET currently operates\n                     co-branded sites that offer job listings, including the \n                     co-branded CNET\/iNiku site accessible from various \n                     locations on the CNET Sites.  Content Provider acknowledges\n                     and agrees that CNET may continue to offer and promote \n                     such co-branded sites and create new co-branded sites that \n                     are not directly competitive with the Content Provider as \n                     described in Section 2.7.1; provided, however, that CNET \n                     will not endorse any third-party job area (including iNiku)\n                     as the official provider of job and career information on \n                     the CNET Sites. \n              \n              2.7.4  Notwithstanding any other provision of this Agreement,\n                     Content Provider acknowledges that CNET produces co-branded\n                     editions of CNET Sites for various resellers, distributors\n                     and other licensees (collectively the \"Distributors\").  In\n                     some cases, such Distributors are entitled to replace\n                     CNET's default content with other content within their own\n                     co-branded editions of the CNET Site. Notwithstanding the\n                     other provisions of this Agreement, if any such Distributor\n                     has exercised its right to replace Content Provider's\n                     content with other content, then CNET will not be required\n                     to display Content Provider's content within such\n                     Distributor's co-branded edition of the CNET Site, and the\n                     exclusivity described herein shall not apply to such\n                     Distributor's co-branded edition.  CNET agrees that it will\n                     not create any co-branded edition of a CNET Site for any\n                     company that is in the primary business of career placement\n                     or recruiting in the information technology industry,\n                     provided that the foregoing will not restrict CNET from\n                     licensing CNET content to such companies.  Further, CNET\n                     acknowledges that unless otherwise agreed by CNET and\n                     Content Provider, Content Provider will not be under any\n                     obligation to create a separate multi-branded site for CNET\n                     and any Distributor.\n              \n              2.7.5 CNET is creating several international editions of the CNET\n                     Sites to reflect appropriate localized and local partner\n                     content (\"International Editions\").  The parties\n                     acknowledge that the terms of this Agreement do not extend\n                     to such International Editions.  If CNET desires to add\n                     information technology career and recruiting content to\n                     future International Editions created for CNET, CNET will\n                     negotiate in good faith with Content Provider regarding the\n                     terms and conditions on which Content Provider's content\n                     may be included on such International Edition, provided\n                     that the foregoing will not obligate either party to enter\n                     into an agreement related to such International Editions.\n       \n3.     PROMOTIONS ON THE CONTENT PROVIDER SITE.\n\n       3.1    CONTENT PROVIDER PROMOTIONS.  CNET agrees to purchase [****] on\n              the Content Provider Site (\"Content Provider Promotions\") totaling\n              at least [****].  Content Provider agrees that CNET will receive a\n              promotional presence as mutually agreed by the parties.\n       \n       3.2    DELIVERY AND DESIGN.  The Content Provider Promotions will be\n              delivered as mutually agreed by the parties. Content Provider will\n              work in good faith to accommodate CNET's requests with respect to\n              the Content Provider Promotions, and Content Provider and CNET\n              will work together to determine the timing, type, content, number\n              and placement of all Content Provider Promotions on the Content\n              Provider Site. CNET will design any graphics and other materials\n              required for the Promotions.  All Content Promotions will be\n              linked to a CNET Site as directed by CNET.\n\n\n                                      Page 4\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\n       3.3    CONTENT PROVIDER PROMOTION REPORT.  Within thirty (30) days\n              following the end of each month during the Term, Content Provider\n              will provide a report to CNET describing the number of Content\n              Provider Promotions delivered during the previous month.\n\n4.     LICENSE.\n\n       4.1    LICENSE BY CNET. CNET hereby grants to Content Provider a \n              non-exclusive, worldwide, royalty-free license, effective \n              throughout the Term, to use, publish, publicly perform, publicly\n              display, and digitally perform the CNET trademarks, service \n              marks, logos and brands on the Co-Branded Site and within the \n              Content Provider Promotions, to the extent necessary to fulfill \n              its obligations hereunder.\n\n       4.2    LICENSE BY CONTENT PROVIDER. Content Provider hereby grants CNET a\n              non-exclusive, worldwide, royalty-free license, effective\n              throughout the Term, to use, publish, publicly perform, publicly\n              display, digitally perform the Content Provider's trademarks,\n              service marks, logos and brands needed solely for the Promotions\n              undertaken by CNET for Content Provider and for the Co-Branded\n              Site.\n       \n       4.3    OWNERSHIP.  Each party acknowledges and agrees that it does not\n              have any claim, right, title or interest in or to the other\n              party's content or trademarks, except as explicitly provided\n              herein.  Further, each party acknowledges and agrees that it shall\n              use the other party's content and trademarks solely as expressly\n              permitted under this Agreement and in a manner consistent with the\n              terms and conditions of this Agreement. Nothing contained in this\n              Agreement will give either party any right, title or interest in\n              or to any trademarks, trade names, logos or other intellectual\n              property of the other party, except for the limited rights\n              expressly granted hereunder. Each party acknowledges and agrees\n              that the other party has complete authority to control the use of\n              its content and trademarks.\n\n5.     PAYMENTS.\n\n       5.1    [****].  Content Provider will pay to CNET [****] totaling [****].\n              Beginning on the Launch Date, such payments will be made in equal\n              quarterly installments, in advance, at the beginning of each\n              quarter during the respective year during the Term.\n       \n       5.2    PROMOTIONAL FEE.  Content Provider will pay CNET [****] for the\n              Promotions described in Section 2.1, with payment terms defined in\n              the \"Terms and Conditions\" attached hereto.  The remaining [****]\n              in Promotions will be paid for in barter as provided in Section\n              5.4 below and the \"Terms and Conditions.\"\n       \n       5.3    ADVERTISING REVENUE SPLIT.  CNET and Content Provider will share\n              all Net Advertising Revenue (as defined below) from the Co-Branded\n              Site at the rate of [****] each.  For purposes of this Section,\n              \"Net Advertising Revenue\" means revenue derived from advertising\n              on the Co-Branded Site minus reasonable ad serving costs.  For\n              purposes of determining amounts due to Content Provider, Net\n              Advertising Revenue shall not be less that [****] of revenue\n              derived from advertising within the Co-Branded Site.\n       \n       5.4    CONTENT PROVIDER PROMOTIONS. The Content Provider Promotions\n              described in Section 3 will be delivered as payment for the [****]\n              of Promotions delivered on the CNET Sites for Content Provider, as\n              further described in the \"Terms and Conditions.\"\n\n6.     TERM.  The term of this Agreement (the \"Term\") will commence on the\nsigning of this Agreement and will continue for a period of two years after the\nLaunch Date, unless otherwise terminated as provided in the Terms and Conditions\nattached hereto. \n\n\n7.     TERMINATION.  The parties acknowledge that they are contemplating an\nequity agreement in which CNET will invest in Content Provider.  If such equity\nagreement is not signed within five business days following the signing of this\nAgreement, then either party may terminate this Agreement immediately upon\nwritten notice to the other.\n\n8.     PUBLICITY.  The parties agree to work together to issue a joint press\nrelease concerning their relationship, the CNET Tech Jobs site, and other\nmutually agreed-upon matters.  Each party shall have an opportunity to review\nand approve such press release prior to its publication.  Neither party shall\nissue any other press release\n\n                                      Page 5\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\nconcerning the business relationship set forth herein without the prior \nwritten consent of the other party; provided, however, that the foregoing \nwill not restrict either party from making press releases about their \nrespective products and services which do not include a reference to the \nother.\n\n9.     TERMS AND CONDITIONS.  All other terms and conditions governing this \nAgreement are attached hereto and are incorporated herein by this reference. \nIf there is any apparent conflict or inconsistency between this Co-Branded \nSite Agreement and the attached Terms and Conditions, this Co-Branded Site \nAgreement shall control unless the parties expressly agrees otherwise in \nwriting.\n\nAGREED AND ACCEPTED the 9th day of November 1999.\n\nCONTENT PROVIDER                                 CNET\n\nBY: \/s\/ Peter Brasket                            BY:  \/s\/ Doug Woodrum\n   --------------------------------------           --------------------------\nTITLE:  Vice President, Business Develop.        TITLE: CFO\n                                          \n                                          \n                                          \n                                          \n                                          \n                                          \n\n\n\n                                      Page 6\n\n\n\n\n                                TERMS AND CONDITIONS\n\nThis document sets forth additional Terms and Conditions under which CNET \nwill provide Promotions and Content Provider Links to the Content Provider in \nfulfillment of the attached Co-Branded Site Agreement (the \"Content Provider \nAgreement\").\n\n1.     TERMS OF PAYMENT Unless otherwise mutually agreed, Content Provider shall\n       purchase Promotions at the rate of [****] Date; provided, however, that\n       the last quarter's payments of the first year shall be replaced by [****]\n       in Content Provider Promotions delivered during the first year, and \n       one-half of the last quarter's payments of the second year shall be \n       replaced by [****] in Content Provider Promotions delivered during the \n       second year. CNET shall invoice Content Provider on a monthly basis for \n       the Promotions provided in the previous month. All payments will be due \n       30 days after receipt of the invoice and CNET Promotion Report by Content\n       Provider. If Content Provider fails to make any payment due hereunder,\n       Content Provider will be responsible for all reasonable expenses\n       (including attorneys' fees) incurred by CNET in collecting such amounts.\n       Content Provider shall be responsible for all taxes associated with the\n       payments required hereunder (except for taxes based on CNET's net \n       income). Failure by the Content Provider to make the payments required\n       will be deemed a material breach of this Content Provider Agreement and\n       CNET shall have the option to remove the Content Provider from any or all\n       CNET Sites and may pursue other remedies at CNET's sole discretion. If\n       CNET does not deliver the Promotions because of Content Provider's action\n       or inaction and not because of any fault of CNET (e.g., Content Provider\n       fails to place acceptable orders, Content Provider fails to deliver\n       creative materials on schedule, etc.), Content Provider agrees that it\n       shall pay the Minimum Media Buy Amount, as applicable, described in\n       Section 2.1 of the Content Provider Agreement, provided it receives the\n       agreed-upon number of Promotions at the time of payment.\n\n2.     PROMOTION POSITIONING, STYLE AND RATES. Except as otherwise expressly\n       agreed by the parties, positioning of Promotions within the CNET Sites or\n       on any page is at the sole discretion of CNET.  Notwithstanding the\n       forgoing, Promotions will be placed in a prominent location above the\n       fold on the page they appear. These promotions shall be at least the same\n       size as other Promotions for similar offerings. CNET may in its sole\n       discretion label any advertisement as a \"Promotion\" for clarification. \n\n3.     LIMITATION OF LIABILITY.  EXCEPT FOR PAYMENTS REQUIRED UNDER SECTION 4,\n       IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR\n       CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THESE\n       TERMS AND CONDITIONS, THE CONTENT PROVIDER AGREEMENT, OR ANY INSERTION\n       ORDER IN EFFECT BETWEEN CNET AND CONTENT PROVIDER FROM TIME TO TIME,\n       WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT\n       OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS\n       OF PROFITS, INCOME OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN\n       ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR DAMAGES ARISING\n       UNDER SECTION 4 OR 13, IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR\n       MONETARY DAMAGES UNDER THIS CONTENT PROVIDER AGREEMENT EXCEED THE AMOUNT\n       PAID BY CONTENT PROVIDER TO CNET FOR THE PROGRAM WHICH IS THE BASIS OF\n       LIABILITY. NEITHER PARTY WILL BE LIABLE  FOR ANY INTERNET OR\n       TELECOMMUNICATIONS FAILURE, COMPUTER VIRUS, THIRD PARTY INTERFERENCE OR\n       OTHER THIRD PARTY SOFTWARE OR HARDWARE THAT MAY INTERRUPT OR DELAY ACCESS\n       TO ANY INTERNET SITE OR CAUSE OTHER PROBLEMS OR LOSSES (COLLECTIVELY, A\n       \"NETWORK FAILURE\").  NEITHER PARTY WILL BE LIABLE FOR ANY DELAY OR\n       FAILURE TO FULFILL ITS OBLIGATIONS HEREUNDER THAT RESULTS FROM AN ACT OF\n       GOD, WAR, CIVIL DISTURBANCE, COURT ORDER, LEGISLATIVE OR REGULATORY\n       ACTION, CATASTROPHIC WEATHER CONDITION, EARTHQUAKE, FAILURE OR\n       FLUCTUATION IN ELECTRICAL POWER OR OTHER UTILITY SERVICES, NETWORK\n       FAILURE OR OTHER CAUSE BEYOND ITS REASONABLE CONTROL.\n\n4.     WARRANTY; INDEMNITY.  Each party to this Content Provider Agreement\n       represents and warrants to the other party that (i) such party has all\n       necessary right, power and authority to enter into this Content Provider\n       Agreement and to perform the acts required of it hereunder, and (ii) the\n       entry into this Content Provider Agreement by such party, and the\n       performance by such party of its obligations and duties hereunder, do not\n       and will not violate any agreement of such party or by which such party\n       is bound. Content Provider represents and warrants to CNET that the\n       content provided by Content Provider on the Co-Branded Site (i) does not\n       knowingly infringe any intellectual property, publicity or privacy rights\n       of any third party, (ii) to its knowledge is not defamatory, (iii) to its\n       knowledge is not lewd, pornographic or obscene, (iv) to its knowledge is\n       in compliance with all applicable laws, and (v) does not violate any laws\n       regarding unfair competition, antidiscrimination or false advertising and\n       (vi)   does not to its knowledge contain any virus, worm, \"trojan horse\",\n       time bomb or similar contaminating or destructive feature. CNET may\n       review Content Provider's content and, in CNET's sole discretion, may\n       remove any content at any time that fails to comply with the above\n       requirements. Content Provider agrees to indemnify and hold harmless CNET\n       and its affiliates, and their respective officers, agents and employees,\n       from and against any and all loss, liability and expense (including\n       reasonable attorneys' fees) suffered or incurred by reason of any claims,\n       proceedings or suits based on or arising out of any claim that the\n       Content Provider's content, data, information or service (i) infringes\n       any intellectual property, publicity or privacy rights of a third party,\n       including without limitation claims for defamation, violation of rights\n       of publicity and\/or privacy, copyright infringement, and trademark\n       infringement., (ii) is defamatory, (iii) is lewd, pornographic or\n       obscene, (iv) is not in compliance with all applicable laws, and\n       (v) violates any laws regarding unfair competition, antidiscrimination or\n       false advertising, (vi)   contains any virus, worm, \"trojan horse\", time\n       bomb or similar contaminating or destructive feature, or (vii) otherwise\n       breaches or allegedly breaches the foregoing representations and\n       warranties. CNET agrees to indemnify and hold harmless Content Provider\n       and its affiliates, and their respective officers, agents and employees,\n       from and against any and all loss, liability and expense (including\n       reasonable attorneys' fees) suffered or incurred by reason of any third\n       party claims, proceedings or suits based on or arising out of any claim\n       that the content created by CNET and displayed on the Co-Branded Site, or\n       Promotions created by CNET, (i) infringes any intellectual property,\n       publicity or privacy rights of a third party, including without\n       limitation claims for defamation, violation of rights of publicity and\/or\n       privacy, copyright infringement, and trademark infringement., (ii) is\n       defamatory, (iii) is lewd, pornographic or obscene, (iv) is not in\n       compliance with all applicable laws, and (v) violates any laws regarding\n       unfair competition, antidiscrimination or false advertising, (vi)  \n       contains any virus, worm, \"trojan horse\", time bomb or similar\n       contaminating or destructive feature, or (vii) otherwise breaches or\n       allegedly breaches the foregoing representations and warranties. EXCEPT\n       AS EXPRESSLY SET FORTH HEREIN, EACH PARTY ACKNOWLEDGES AND AGREES THAT\n       THE OTHER HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS OF\n       ANY KIND, EXPRESS\n\n                                      Page 7\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\n       OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CONTENT\n       PROVIDERABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n5.     RESPONSIBILITY FOR PRODUCTS AND SERVICES.  The parties acknowledge and\n       agree that, as between them, each party will be solely responsible for\n       any claims or other losses associated with or resulting from the content\n       or other products and\/or services provided by such party, including\n       without limitation any warranty, return or support obligations related to\n       such products and\/or services.  Content Provider agrees to offer its\n       products and services to users of the Content Provider Site on the terms\n       described on the Content Provider Site.  Content Provider acknowledges\n       and agrees that CNET does not intend to, and will not be required to,\n       edit or review any Content Provider content.  CNET is not authorized to\n       make, and agrees not to make, any representations or warranties\n       concerning the Content Provider, except to the extent (if any) contained\n       within the information and Content Provider content posted on the \n       Co-Branded Site or delivered to CNET by Content Provider.  The foregoing\n       restriction will not limit CNET's ability to make editorial statements\n       regarding Content Provider.\n\n6.     ADVERTISING GUIDELINES  At CNET's reasonable request, Content Provider\n       will be responsible for delivering to CNET various materials for the\n       Promotions in accordance with CNET's policies and standard advertising\n       specifications (\"Advertising Specifications\"), as may be amended from\n       time to time. A copy of CNET's Advertising Specifications can be obtained\n       upon written request to CNET.\n\n7.     REPORTS AND STATISTICS FROM CNET.  CNET will provide Content Provider\n       with various reports and statistics in a format reasonably determined by\n       CNET, including without limitation the CNET Promotion Report.  Content\n       Provider shall treat all such reports and the terms of this Agreement as\n       Confidential Information hereunder and may not distribute or disclose\n       such reports, statistics or terms to any third party without CNET's prior\n       written consent.  CNET makes no guarantees regarding the accuracy,\n       reliability or completeness of any reports or statistics provided to\n       Content Provider.  Content Provider acknowledges that the statistics\n       provided on the CNET Promotion Report are the official, definitive\n       measurement of CNET's performance on any delivery obligations described\n       in the Content Provider Agreement.  No other measurements or usage\n       statistics (including those of Content Provider or a third-party\n       advertisement server) shall be accepted by CNET or have bearing on this\n       Content Provider Agreement.\n\n8.     DELAY.  In the event Content Provider is unable to launch a Promotion\n       through no fault or delay of CNET on such Promotion's designated start\n       date, the term of the Promotion will be shortened by each day of delay. \n       Content Provider will be allowed to extend the Promotion beyond the\n       original term by the number of days of delay, provided Content Provider\n       pays a fee of twenty-five percent (25%) of the daily media value of the\n       Promotion for each day in addition to the media value of the Promotion\n       for the additional days.  After a Promotion is received from Content\n       Provider, CNET will use commercially reasonable efforts to launch the\n       Promotion on such Promotion's designated start date as required herein.\n\n9.     CONTENT PROVIDER SITE.  Content Provider will be responsible for ensuring\n       that each URL used in a Promotion takes the User to the appropriate area\n       within the Co-Branded Site. Content Provider shall provide to Users\n       coming to the Co-Branded Site at least the same level of service as is\n       offered to Users coming directly to the Content Provider Site.  If\n       Content Provider publishes pricing information for its services on the\n       Co-Branded Site, then Content Provider agrees to ensure that such\n       information remains accurate.  Content Provider will also use\n       commercially reasonable efforts to maintain a professional image to\n       Users, as reasonably determined by CNET. If any of the standards set\n       forth above are not met by Content Provider, or if Content Provider fails\n       to maintain a reasonably professional image (as determined by CNET), then\n       CNET may immediately remove any or all links to the Content Provider\n       Site, at CNET's sole discretion, until Content Provider adequately\n       demonstrates to CNET that the Content Provider's business practices\n       and\/or the Content Provider Site is in full compliance and can maintain a\n       professional image; provided, however, that Content Provider's failure to\n       remedy such problem within 30 days shall be deemed a material breach of\n       this Agreement. Further, if the Content Provider Site fails to operate\n       fully and functionally in any material respect for any period of four or\n       more consecutive hours, even if otherwise in compliance with the\n       performance standards, CNET may immediately remove any or all links to\n       the Content Provider Site at CNET's sole discretion until such time as\n       Content Provider notifies CNET that such Content Provider Site has\n       resumed acceptable operation.  These remedies are for CNET's editorial\n       purposes and in no way limit CNET's ability to terminate this contract or\n       pursue any other remedies hereunder in the event the performance\n       standards set forth herein are not met.\n\n10.    ASSIGNMENT.  Content Provider may not resell, assign or transfer any of\n       its rights hereunder without CNET's prior written consent, which will not\n       be unreasonably withheld.  CNET may not resell, assign or transfer any of\n       its rights hereunder without Content Provider's prior written consent,\n       except to any affiliate or subsidiary of CNET that operates a CNET Site.\n\n11.    TERMINATION. If either party commits a material breach of its obligations\n       hereunder that is not cured within 30 days after notice thereof from the\n       non-breaching party, such non-breaching party may terminate this Content\n       Provider Agreement at any time by giving written notice of termination to\n       the breaching party and except for any confidentiality obligations and\n       the obligations contained in Paragraphs 4 and 13 of these Terms and\n       Conditions, both parties shall be relieved of all other obligations\n       hereunder. \n\n12.    INTELLECTUAL PROPERTY.  During the Term Content Provider hereby grants\n       CNET access to the Content Provider content for the sole purposes of\n       linking to and distributing such Content Provider content on the \n       Co-Branded Sites as contemplated hereby.  Further, during the Term \n       Content Provider hereby grants CNET the right to publicly display \n       Content Provider's intellectual property that may be delivered by \n       Content Provider to CNET expressly for use on the CNET Sites (the \n       \"Content Provider Marks\"), solely in connection with marketing and \n       operating the CNET Sites as contemplated hereby. \n\n13.    CONFIDENTIALITY.  Each party (the \"Receiving Party\") undertakes to retain\n       in confidence the terms of this Agreement and all other non-public\n       information and know-how of the other party disclosed or acquired by the\n       Receiving Party pursuant to or in connection with this Agreement which is\n       either designated as proprietary and\/or confidential or by the nature of\n       the circumstances surrounding disclosure, ought in good faith to be\n       treated as proprietary and\/or confidential (\"Confidential Information\");\n       provided that each party may disclose the terms and conditions of this\n       Agreement to its immediate legal and financial consultants in the\n       ordinary course of its business.  Each party agrees to use reasonable\n       best efforts to protect Confidential Information of the other party, and\n       in any event, to take precautions at least as great as those taken to\n       protect its own confidential information of a similar nature.  The\n       foregoing restrictions shall not apply to any information that: (a) was\n       known by the Receiving Party prior to disclosure thereof by the other\n       party; (b) was in or entered the public domain through no fault of the\n       Receiving Party; (c) is disclosed to the Receiving Party by a third party\n       legally entitled to make such disclosure without violation of any\n       obligation of confidentiality; (d) is required to be disclosed by\n       applicable laws or regulations (but in such event, only to the extent\n       required to be disclosed); or (e) is independently developed by the\n       Receiving Party without reference to any Confidential Information of the\n       other party.  Upon request of the other party, or in any event upon any\n       termination or expiration of the Term, each party shall return\n\n\n                                      Page 8\n\n\n       to the other all materials, in any medium, which contain, embody, reflect\n       or reference all or any part of any Confidential Information of the other\n       party.  Each party acknowledges that breach of this provision by it would\n       result in irreparable harm to the other party,  for which money damages\n       would be an insufficient remedy, and therefore that the other party shall\n       be entitled to seek injunctive relief to enforce the provisions of this\n       Section.\n\n14.    ENTIRE AGREEMENT.  This Agreement (including the attached Content\n       Provider Agreement) constitutes and contains the entire agreement between\n       the parties with respect to the subject matter hereof and supersedes any\n       prior oral or written agreements. If there is any apparent conflict or\n       inconsistency between these Terms and Conditions and the Content Provider\n       Agreement, the Content Provider Agreement shall control unless the\n       parties expressly agree otherwise in writing.  This Content Provider\n       Agreement and these Terms and Conditions may not be amended except in\n       writing signed by both parties.  Nothing in the Content Provider\n       Agreement will be deemed to constitute either party as the other's\n       partner, joint venturer, representative, agent or employee for any\n       purpose. \n\n15.    APPLICABLE LAW.  This Content Provider Agreement will be construed in\n       accordance with and governed by the laws of the State of California,\n       without regard to principles of conflicts of law.   \n\n                                      Page 9\n\n\n                                      EXHIBIT A\n\n                       TECHNICAL AND EDITORIAL SPECIFICATIONS\n\nThe Co-Branded Site and the Content Provider's related operations must comply \nwith the following performance standards throughout the Term:\n\n       1.     The Co-Branded Site will be operational and fully functional in\n              all material respects (i.e. capable of displaying information and\n              conducting transactions as contemplated in the ordinary course of\n              business) at least 97% of the time during any 30 day period,\n              provided that Content Provider shall not be responsible for access\n              problem to the Co-Branded Site caused by Internet\/ISP outages.\n       \n       2.     The average time required to start displaying the HTML on a page\n              of the Co-Branded Site after a link from a CNET Site shall not\n              exceed a daily average of five seconds, and the average time\n              required to deliver an entire page of the Co-Branded Site over the\n              open Internet shall not exceed a daily average of fifteen seconds.\n              For measurements required in this Section, the Content Provider\n              may assume a stable, standard T1 connection to the Internet.\n       \n       3.     Without limiting the effect of Sections 1 and 2 above, the Content\n              Provider shall provide to Users coming to the Co-Branded Site from\n              a CNET Site at least the same level of service as is offered to\n              users coming directly to the Co-Branded Site.\n       \n       4.     Each page of the Co-Branded Site will comply the same standards\n              with respect to language, nudity and excessive violence applicable\n              to similar types of content and sites operated by CNET or its\n              affiliates \n\n       5.     The Content Provider will ensure that, with respect to content\n              provided for the Co-Branded Site, Content Provider will maintain\n              editorial neutrality and avoid conflicts of interest, and will\n              comply in all aspects with CNET's editorial guidelines as posted\n              on CNET's web site with respect to content provided for the \n              Co-Branded Site.\n       \n       6.     The Co-Branded Site shall not, to the best of the Content\n              Provider's knowledge: (a) contain defamatory or libelous material\n              or material which discloses private or personal matters concerning\n              any person, without such person's consent; (b) permit to appear or\n              be uploaded any messages, data, images or programs which are\n              illegal, contain nudity or sexually explicit content or are, by\n              law, obscene, profane or pornographic; or (c) permit to appear or\n              be uploaded any messages, data, images or programs that would\n              knowingly or intentionally (which includes imputed intent) violate\n              the property rights of others, including unauthorized copyrighted\n              text, images or programs, trade secrets or other confidential\n              proprietary information, or trademarks or service marks used in an\n              infringing fashion.\n       \n       7.     If any of the performance standards set forth above are not met by\n              the Content Provider, CNET shall notify the Content Provider, and\n              the Content Provider will use its best efforts to cure such\n              violation within four hours. If the Content Provider does not cure\n              such violation within four hours, CNET may immediately remove any\n              or all links to the Co-Branded Site, at CNET's reasonable\n              discretion. If the Co-Branded Site fails to operate fully and\n              functionally in any material respect for any period of five or\n              more consecutive hours, even if otherwise in compliance with the\n              performance standards, CNET may immediately remove any or all\n              links to the Co-Branded Site, at CNET's sole discretion, until\n              such time as the Content Provider notifies CNET that the \n              Co-Branded Site has resumed acceptable operation.  These remedies \n              are for CNET's editorial purposes and in no way limit CNET's \n              ability to terminate this contract or pursue any other remedies \n              hereunder in the event the performance standards set forth herein \n              are not met.\n\n\n\n\n                                      EXHIBIT B\n\n                                     MEDIA PLAN\n\n\n                                       [****]\n\n\n\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\n\n                                     EXHIBIT C\n\n                               SITE INTEGRATION PLAN\n\n\n    \n1.     Link to Tech Jobs from the CNET Front door.\n2.     Link to Tech Jobs from the Top Navigation bar\n3.     Link to Tech Jobs from the Page footer\n4.     Career Newsletter jointly developed by Techies.com and CNET included with\n       registration for CNET newsletters.\n5.     Graphic promotions on the CNET front door. (Based on availability, 2-3\n       times per month)\n6.     Promotion in CNET dispatches\n7.     Company of the day promotion, (place and timing TBD)\n8.     Job of the day, (placement and timing TBD)\n9.     Creation of Career related Message Boards\n\n\n\n\n\n\n                                      EXHIBIT D\n\n                                 COMPANY COMPETITORS\n\n\nCNET will not include advertising or promotions on the Co-Branded Site for any\nof the following [****].  The following list may be changed\nsemi-annually by the parties, provided that the number of competitors shall not\nbe more than five at any time.\n\n\n       [****]\n\n\n\n\n\n\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7131],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9613,9619],"class_list":["post-42135","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cnet-networks-inc","corporate_contracts_industries-media__other","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42135","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42135"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42135"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42135"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42135"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}