{"id":42899,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/technology-and-trademark-agreement-webhelp-com-inc-and-webhelp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"technology-and-trademark-agreement-webhelp-com-inc-and-webhelp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/technology-and-trademark-agreement-webhelp-com-inc-and-webhelp.html","title":{"rendered":"Technology and Trademark Agreement &#8211; Webhelp.com Inc. and Webhelp S.A."},"content":{"rendered":"<pre>                       TECHNOLOGY AND TRADEMARK AGREEMENT\n\n            Technology and Trademark Agreement (this \"Agreement\") dated as of\nJune 6, 2000, between Webhelp.com Inc., a Delaware corporation (\"Webhelp\"), and\nWebhelp S.A., a French societe anonyme to be incorporated (the \"Company\").\n\n                              W I T N E S S E T H :\n\n\n            WHEREAS Webhelp has developed an integrated solution for the\nprovision of certain real-time human assistance network services and is ready,\nwilling and able to provide access to such network and make available certain\nrelated know-how regarding such network services to Company;\n\n            WHEREAS Webhelp currently maintains a Web site and provides certain\nreal-time human assistance and related services in the English language;\n\n            WHEREAS Webhelp has verified that its real time human assistance\nsolution can be technologically customized in the French language;\n\n            WHEREAS  the  Company  desires  to  establish  a Web  site  and to\nprovide similar services in the French language;\n\n            WHEREAS the parties intend to build a relationship based on\nflexibility and cooperation to allow Company to adapt to local markets, cultures\nand legal environment;\n\n            WHEREAS simultaneously herewith, Webhelp and the Company are\nentering into a services agreement (the \"Services Agreement\") whereby Webhelp is\nproviding certain services to the Company in connection with the Company's\nbusiness;\n\n            WHEREAS Webhelp and the Company desire to enter into an agreement\nwhereby Webhelp shall license certain technology and access to certain of\nWebhelp's computer systems to the Company and the parties agree to co-own the\nTrademark for the territory of France;\n\n            WHEREAS the services contemplated by the parties need to evolve to\nserve Company's clients in the spirit of assistance over the Internet or any\nother network, including wireless networks, that may come into existence in the\ncourse of this Agreement, provided such evolution is reasonably feasible taking\ninto account costs and technological constraints;\n\n            WHEREAS Company desires to enter in this Agreement and agrees to the\nfees herein provided in consideration of the quality, reliability and evolution\nof the services;\n\n            WHEREAS Webhelp and Company have entered in a shareholders agreement\nand contemplate an initial public offering of Company's stock on the Paris stock\nexchange as early as\n\n\n\n\n\n\n\npracticable taking into account Company's financial situation and market\nconditions on the Paris stock exchange;\n\n            NOW, THEREFORE, in consideration of the premises and the mutual\nagreements hereinafter set forth and set forth in the Services Agreement, the\nparties hereto hereby agree as follows:\n\n\n                                   ARTICLE 1.\n                                   DEFINITIONS\n\n\n\n1.1.  DEFINITIONS\n\n      In this Agreement, the following terms shall have the following meanings:\n\n      \"AGREEMENT\" means this agreement, and all schedules attached to this\n      Agreement, in each case as they may be amended or supplemented from time\n      to time. Unless otherwise indicated, references to Section and Sections\n      are to Section and Sections in this Agreement;\n\n      \"API\" has the meaning attributed in Schedule I;\n\n      \"APPROVED BUSINESS SERVICES\" means real-time on-line human assistance\n      services provided by the Company or its approved independent contractors\n      in the French language to third parties pursuant to an agreement approved\n      in writing. Approved Business Service may also mean any new services\n      unrelated to real time online human assistance services which Webhelp may\n      develop and which, at its discretion, it may make available to Company\n      under this Agreement.\n\n      \"BUSINESS DAY\" means any day, other than Saturday, Sunday or any statutory\n      holiday in the State of New York;\n\n      \"COMPETITIVE BUSINESS\" means engaging in any outsourced customer relations\n      services, Internet Search, general interest Internet portal (such as\n      Yahoo!, MSN, AOL or Excite);\n\n      \"CONFIDENTIAL INFORMATION\" has the meaning attributed to that term in\n      Section 8.1;\n\n      \"CONTENT\" means the informational, literary, artistic or other content on\n      the French Site or the English Site and which is not necessary for the\n      performance of human-assisted Internet searches by users in the ordinary\n      course;\n\n      \"DATA\" has the meaning attributed to that term in Section 2.4.\n\n      \"ENGLISH SITE\" means Webhelp's Web site currently located at the URL\n      www.webhelp.com.\n\n\n                                                                               2\n\n\n\n      \"FORCE MAJEURE\" means any cause of any kind whatsoever not reasonably\n      within the control of a party and includes, without limitation, acts of\n      God and the public enemy; the elements; fire; accidents; vandalism;\n      sabotage; power failure; failure, delay or disruption of transportation\n      facilities; inability to obtain, or curtailment of supplies of, materials,\n      equipment, computer software (other than the Software) or labor required\n      to perform or comply with any obligation or condition of this Agreement;\n      strikes, lockouts or any other industrial, civil or public disturbances;\n      any laws, orders, rules, regulations, acts or restraints of any government\n      or governmental body or authority, civil or military, including the orders\n      and judgements of courts, breakdowns or accident to communication networks\n      or equipment (e.g. network failure, viruses, etc.) if and only if such\n      breakdowns or accident to equipment are unforeseeable, unpreventable and\n      beyond a party's control;\n\n      \"FRENCH SITE\" means the French language version of the English Site\n      proposed to be established by the Company located in France and having the\n      domain name designation Webhelp.fr.\n\n      \"FRUSTRATED PARTY\" has the meaning attributed to that term in Section\n      14.1;\n\n      \"GOING CONCERN\" means reaching, for fiscal year 2003, and any year\n      thereafter a minimum annual amount of sales revenues of US$1,000,000.00\n      (one million dollars).\n\n      \"MATERIALS\" means the Software, and Webhelp's Facilitator Handbook (in\n      English);\n\n      \"LICENSE\" has the meaning attributed to it in Section 2.1;\n\n      \"ON-LINE\" means any connection to a network known or unknown;\n\n      \"PERSON\" means any individual, partnership, limited partnership,\n      syndicate, sole proprietorship, Company or corporation with or without\n      share capital, unincorporated association, trust, trustee, executor,\n      administrator or other legal personal representative, regulatory body or\n      agency, government or governmental agency, authority or entity however\n      designated or constituted;\n\n      \"SERVICE PLATFORM\" means Webhelp's service platform used to process\n      certain aspects of Webhelp's human assistance services as more\n      specifically described on Schedule II.\n\n      \"SOFTWARE\" means machine-readable versions of the software application\n      programs developed by Webhelp as more particularly described in Schedule\n      I, and includes upgrades and new versions;\n\n      \"SOFTWARE SUPPORT\" has the meaning attributed to that term in Section 4.1;\n\n      \"TECHNOLOGY TRANSFER\" has the meaning attributed to that term in\n      subsection 7.7.1;\n\n      \"TERMINATION EVENT\" has the meaning attributed to that term in Section\n      7.2;\n\n\n                                                                               3\n\n\n      \"TERMINATION NOTICE\" has the meaning attributed to that term in Section\n      7.3;\n\n      \"THIRD PARTY CONSENTS\" has the meaning attributed to that term in Section\n      12.2;\n\n      \"TRADEMARK\" means the Webhelp-TM- trademark.\n\n      \"WEBPAGE TEMPLATES\" has the meaning attributed to that term in Schedule I.\n\n\n                                   ARTICLE 2.\n                                     LICENSE\n\n2.1.  GRANT OF LICENSE\n\n      Webhelp grants to the Company a non-transferable License (the \"License\")\nto do any of the following:\n\n      2.1.1.  to copy the Software onto the memory storage facility incorporated\n              in the central processing unit of computer hardware owned or\n              leased by the Company or independent contractors of the Company\n              approved by Webhelp (the \"Designated Hardware\");\n\n      2.1.2.  to load the Software into the random access memory of the\n              Designated Hardware or components connected thereto by means of a\n              local area network, if any;\n\n      2.1.3.  subject to Section 2.2., to use, or permit approved independent\n              contractors to use, the Software;\n\n      2.1.4.  to access the Service Platform to perform the functions described\n              in Schedule II, it being understood that the Service Platform is\n              under Webhelp's control and such use is by way of Webhelp\n              providing the technology applications and backbone to the French\n              site;\n\nfor the purposes of providing real-time human-assisted Internet search services\nto users of the French Site and providing Approved Business Services only and\nfor no other purpose.\n\n2.2.  APPROVAL OF INDEPENDENT CONTRACTORS\n\n      The Company may, with Webhelp's prior written consent, which shall not be\nunreasonably withheld, retain independent contractors to provide real-time human\nassistance services, provided that such contractors shall have entered into a\nform of non-disclosure and other protective agreements substantially similar in\nsubstance to the non compete\/protective provisions of Webhelp's standard\nInternet Services Agreement attached hereto as Schedule III.\n\n2.3.  RESTRICTIONS ON USE\n\n      The Company:\n\n\n                                                                               4\n\n\n      2.3.1. shall not reproduce any of the Materials in whole or in part in any\n      way except, in the case of the Software, for backup or archival purposes\n      and as necessary to use the Software, provided that all such copies shall\n      contain all trademark, copyright and other proprietary legends of Webhelp\n      on the Software so copied.\n\n      2.3.2. may use the Software on backup computer equipment when the\n      Designated Hardware or an associated unit required for use of the Software\n      is temporarily inoperable until operable status is restored and processing\n      on the backup equipment is completed.\n\n      2.3.3. shall take appropriate action, by instruction, agreement or\n      otherwise, with any individuals permitted access to any of the Materials\n      so as to enable the Company to satisfy the Company's obligations under\n      this Agreement. The Company shall deliver to Webhelp any evidence of the\n      Company's compliance with this Section reasonably requested from time to\n      time by Webhelp and the Company shall perform or refrain from performing,\n      as the case may be, such actions for the protection of the Materials as\n      Webhelp may from time to time reasonably require.\n\n      2.3.4. shall not copy (except as permitted by Section 2.1), modify, alter,\n      disassemble, decompile, translate or convert into human readable form, or\n      reverse engineer, all or any part of the Software and shall not use all or\n      any part of Materials to develop any derivative works or any functionally\n      compatible or competitive software; notwithstanding the foregoing, Company\n      shall be authorized to translate and customize the Webpage Templates, API,\n      and documentation to the extent necessary to create the French site and\n      such customization shall be considered a derivative work for the purposes\n      of copyright law. In addition, if reasonable with respect to cost, time\n      and effort, certain functions of the Service Platform may be modified to\n      conform to French requirements such as payment processing and database\n      utilization so long as such modification can be carried out with no\n      disruption or alteration of Webhelp's current service; and\n\n      2.3.5. shall not sell, lease, rent, License, sub-License, transfer,\n      market, distribute, redistribute, or otherwise part with all or any part\n      of the Materials or any copies of the foregoing, in any manner or in any\n      form not expressly permitted by this Agreement.\n\n2.4.  TITLE TO THE MATERIALS \n\n      All right, title and interest in and to and ownership of the Materials and\nall copies thereof at all times remain with Webhelp and its third party\nlicensors, and the Company shall acquire no right, title or interest in or to\nall or any part of the Materials or to copies thereof, except the right to use\nthe Materials in accordance with the terms of this Agreement. Title to the\nmedium containing the Software delivered to the Company shall remain with\nWebhelp. Subject to Section 7.7., the Company agrees that it shall not, at any\ntime during or after the termination of this Agreement, contest or challenge\nWebhelp's interest in the intellectual property rights in all or any part of the\nMaterials.\n\n      All right, title and interest in and to and ownership of the all credit\ncard information, personal data such as e-mail addresses and user names, etc.\ncollected on or via the French site \n\n\n                                                                               5\n\n\n(the \"Data\") remain at all times the property of the Company and Webhelp shall\nacquire no right, title or interest in or to all or any part of the Data.Webhelp\nis hereby granted the right to store the Data and to access high level Data only\nfor statistical purposes; Company's prior written consent being required before\nWebhelp may disclose such statistics to third parties.\n\n      The parties agree to fully cooperate with each other with regards to\nregistration with local data protection authorities and compliance with local\ndata protection laws in relation to the services to allow Company to provide the\nservices. Additional costs incurred by Webhelp under the foregoing shall be\nborne by Company after the initial 12 month start-up period commencing on the\ndate of signature of this Agreement.\n\n2.5.  TITLE AND RESTRICTIONS TO THE TRADEMARK\n\n      Both Webhelp and Company shall be co-owners of the Trademark for the\nterritory of France, each party having a 50% interest in the Trademark. Webhelp\nand Company shall file an application to register the Trademark as\nco-applicants\/co-registrants for the territory of France in connection with the\nApproved Business Services. Webhelp and Company agree that the following terms\nand conditions shall apply to the Trademark co-ownership.\n\n      2.5.1.  Subject to Section 7.9, the Company shall have the exclusive right\n              to use the Trademark in the territory of France for the term of\n              this Agreement provided such use is restricted to a use in\n              connection with the Approved Business Services and the French\n              Site.\n\n      2.5.2.  Company shall obtain Webhelp's prior written approval not to be\n              unreasonably withheld with respect to the overall representation\n              of the Trademark as it will be used generally in advertising and\n              promotional materials both during this Agreement and after\n              termination and this Subsection 2.5.2. shall survive the\n              termination of this Agreement;\n\n      2.5.3.  Upon the natural expiration of this Agreement or pursuant to\n              Article 7, the parties agree that the buy out provisions of\n              Section 7.9. shall apply with respect to the disposition of the\n              Trademark for future use in France;\n\n      2.5.4.  Webhelp has filed a Community Trademark Application and agrees\n              that for the duration of this Agreement, it shall not enforce its\n              rights as against the Company under that registration with respect\n              to the territory of France.\n\n      2.5.5.  Company and Webhelp agree that Company shall register the domain\n              name Webhelp.fr and that no other Webhelp domain names or URL's\n              shall be registered by Company.\n\n      2.5.6.  Company can market its services in French speaking territories\n              outside of France (excluding Quebec). However, notwithstanding the\n              foregoing any promotion of the French Site or its business\n              utilizing the Trademark outside of France must be approved in\n              advance by Webhelp and such promotion must be aligned with any\n              promotional efforts carried on by Webhelp or its licensee's in\n              such French \n\n\n                                                                               6\n\n\n              speaking territories. Such promotional efforts with respect to its\n              services outside of France in French speaking territories may\n              include the creation or co-involvement in a portal site utilizing\n              the French speaking country's domain designation, provided such\n              site is owned by Webhelp and provided further that any development\n              of such site is subject to the prior approval and control of\n              Webhelp.\n\n      2.5.7.  So long as Webhelp does not actively promote itself in France,\n              nothing in this Agreement prevents Webhelp from servicing any\n              French company with respect to its English language service and\n              such servicing shall not be construed as an infringement of any of\n              the rights granted to Company hereunder.\n\n      2.5.8.  So long as Company does not actively promote itself in territories\n              where Webhelp has established its services, nothing in this\n              Agreement prevents Company from servicing any company with respect\n              to its French language service and such servicing shall not be\n              construed as an infringement of any of the obligations provided\n              hereunder.\n\n\n                                   ARTICLE 3.\n                         WEBHELP AND COMPANY OBLIGATIONS\n\n3.1.  EXCLUSIVITY\n\n      Webhelp shall not, nor shall Webhelp license to any third parties the\nright to, use the Materials or the Service Platform during the term of this\nAgreement for the purpose of operating a French language version of the English\nSite, nor provide assistance or services in the French language to any\nindividual, business clients, non governmental organizations or governmental\nbodies; nor shall Webhelp acquire any stock in a Company based in a\nFrench-speaking territory whose principal activity directly competes with\nCompany's Approved Business Service Notwithstanding the foregoing or anything to\nthe contrary in this Agreement, Webhelp shall be entitled to service Canadian\nnational companies in the French language to whom it also provides English\nlanguage services.\n\n      Furthermore, Company agrees that it will not promote itself and its\nservices to any Canadian or Quebec companies but Company may provide French\nlanguage services to such companies if approached by such unsolicited companies.\nWebhelp also agrees to pass any French language only business leads to Company\narising in the Canadian marketplace.\n\n3.2.  DELIVERY OF SOURCE CODE AND TECHNICAL INFORMATION\n\n      Webhelp shall deliver to the Company copies of the source code for the\nSoftware as well as all other technical information needed for the operation of\nthe Service Platform upon the following:\n\n      (a)   In the event of a final determination of bankruptcy of Webhelp;\n\n\n                                                                               7\n\n\n      (b)   In the event, Webhelp and Company fail to re-negotiate the Agreement\n            and Services Agreement, and Company requests the Technology Transfer\n            pursuant to Section 7.7.\n\nWebhelp further agrees to deposit in escrow with a mutually agreed upon third\nparty, a copy of the Software as well as other technical information needed for\nthe operation of the Service Platform and any and all updates, upgrades and new\nversions of same, and name Company as a beneficiary under the escrow agreement\nwhich shall provide for the aforementioned triggering events.\n\n\n\n3.3.  MAINTENANCE OF BRAND-NAME\n\n      Both parties shall use reasonable commercial efforts to maintain and\npreserve the integrity and value of the Trademark\/brand name.\n\n3.4.  MAINTENANCE OF FRENCH SITE\n\n      The Company shall maintain the French Site and the other services provided\nby the Company in accordance with the quality and training procedures\ncommunicated by Webhelp to the Company in writing and otherwise with at least\nthe same quality as the English Site.\n\n3.5.  BUSINESS CLIENTS\n\n      Both parties agree to closely collaborate through quarterly meetings to\nmaximize cross-selling opportunities and therefore agree to:\n\n      3.5.1. exchange market and marketing information;\n\n      3.5.2. disclose, where legally permitted, to each other the name and key\n      information regarding all new clients; and\n\n      3.5.3. provide each other with business leads and contacts, prospective\n      and current client background information, negotiated terms and conditions\n      with third party vendors and service providers, and technical requirements\n      for Business to Business services.\n\n      3.5.4. In the event one party provides the other party with a business\n      lead which leads to a separately signed contract with that business lead,\n      then such lead or client shall be considered owned by that party giving\n      the lead for the territory or language which the agreement covers.\n      Excluded from this provision are any sub-contracting deals between the\n      parties where one acts as agent or provides services to the other for a\n      client.\n\n3.6.   MARKETING BUDGET\n\n      The Company shall submit annual marketing budgets for Webhelp's written\napproval, the first such budget being attached hereto as Schedule IV. Beginning\nwith the budget for 2001, such budgets shall be submitted to Webhelp in\nreasonable detail at least 30 days before the \n\n\n                                                                               8\n\n\nbeginning of the year to which they relate. The Company agrees to make the\nexpenditures on marketing set forth in such approved annual budgets, or if no\nsuch annual budget has been approved for the year, then the prior year's budget,\nadjusted for general inflation in France, shall be utilized as the current year\nbudget. In any event, any such committed marketing budget may be modified in the\nevent of market fluctuations and Company's financial soundness.\n\n\n\n3.6   RESTRICTIONS ON THE BUSINESS\n\n      Both parties agree to abide by all applicable laws in the course of\nperformance of this Agreement, including occupational health rules, and shall\nnot place or cause to place on the website illegal or otherwise offensive\ncontent.\n\n      In addition, Webhelp commits to developing and adopting as soon as\npossible a code of practice to the effect of ensuring that similar restrictions\nare imposed on Webhelp, Webhelp's licensees and webcenter subcontractors.\n\n3.7   COOPERATION AND TECHNICAL DEVELOPMENT COOPERATION\n\nBoth parties agree to cooperate in good faith during the course of performance\nof this Agreement and, particularly, with regards to technical modifications and\nevolutions.\n\nTo that end, the parties agree that a Technical Steering Committee shall be\nformed to:\n\n(i)   review local business opportunities and evaluate their impact on the\n      service platform;\n\n(ii)  review and find solution to technical problems;\n\n(iii) assess technical evolutions, their desirability and feasibility;\n\n(iv)  plan and monitor technical evolutions and to provide adequate training,\n      hardware requirements for the upgraded technology; and\n\n(v)   review services quality as provided in a quality insurance plan to be\n      developed between the parties as soon as possible after execution of this\n      Agreement and subsequently incorporated herein and made an integral part\n      to the foregoing. The quality insurance plan shall set out more specific\n      criteria than is currently set out under this agreement to deal with the\n      effectiveness of communications between the parties and the level of\n      service provided under the Services Agreement and this Agreement.\n\nThe Technical Steering Committee shall include a project manager for each party,\nand such other participants as deemed appropriate and reasonable by each party.\nThe parties may request external persons to attend meetings, subject to the\nprovisions of confidentiality as set forth in this Agreement. The Steering\nCommittee shall meet as required whenever called by one of the parties but no\nless that once every six months. Minutes of meetings shall be jointly prepared\nby the \n\n\n                                                                               9\n\n\nparties and such meetings may be held by telephone. Minutes will be expressly\napproved within 2 weeks after the meeting.\n\nIn addition, Webhelp agrees to have Company sit on any evolution committee to\nfulfill the aforementioned close cooperation obligation.\n\n7.9   RIGHT OF FIRST REFUSAL\n\n      In the event that during the Term of this Agreement, Webhelp commences to\nentertain offers from potential third party licensees in other European\nterritories for other language versions (non-French\/non-English) of the English\nSite and the right to carry on Approved Business Services, then Webhelp agrees\nto offer Company the right to make the first bid for such license (\"First\nRefusal Rights\"). Webhelp shall send written notice to Company signifying its\nintention to negotiate with potential European licensees for a particular\nterritory\/language. Company shall respond within 15 business days with an offer\nfor such European territory. Webhelp may reject such offer, if in Webhelp's\nopinion, acting reasonably and in good faith, the Company's offer is not in the\nbest interests of Webhelp's shareholders. Nothing in this Section shall prevent\nWebhelp from operating within other European territories itself or from\nlicensing other language versions of the English Site to licensees located\noutside of Europe. In addition, Companies First Refusal Right will be granted\nonly once for each European country in respect of which Webhelp entertains a\nbid.\n\n\n                                   ARTICLE 4.\n                                SOFTWARE SUPPORT\n\n4.1.  AGREEMENT TO PROVIDE SOFTWARE SUPPORT\n\n      In addition to the services provided by Webhelp pursuant to the Services\nAgreement, Webhelp shall provide to the Company support in the implementation\nand operation of the Software by way of support services for no additional fees,\nexcept for reimbursement of travel and living expenses after the initial 12\nmonth start-up period.\n\n\n                                   ARTICLE 5.\n                                      FEES\n\n5.1.  LICENSE AND SERVICE FEES\n\n      5.1.1. In respect of the services rendered pursuant to the Software\nSupport and the License:\n\n            5.1.2. during the first 12-months of the Initial Term, the Company\n      shall pay to Webhelp US $1,500,000 in cash (the \"Initial Payment\"), 60\n      days after the launch of the \n\n\n                                                                              10\n\n\n      French site or no later than December 24th, 2000 by wire transfer to an\n      account designated by Webhelp;\n\n            5.1.3. Company shall pay to Webhelp a cash fee (the \"Ongoing\n      Payments\") calculated in the following manner:\n\n            (i)   For the initial 12 month period: 0% of Gross Revenue;\n\n            (ii)  For the following 12 month period (second year): 2% of Gross \n                  Revenue;\n\n            (iii) For the following 12 month period (third year): 2% of Gross \n                  Revenue;\n\n            (iv)  For the following 12 month period (fourth year): 1% of Gross \n                  Revenue.\n\nGross Revenue shall be defined as the total consideration actually received by\nCompany or accruing to the benefit of the Company in accordance with French GAAP\nand in accordance with the annual financial statements prepared by Company for\nits shareholders. Without limiting the generality of the foregoing,\nconsideration can include non-monetary consideration provided such non-monetary\nconsideration can be valued monetarily. Company shall have the obligation to\naccount and remit to Webhelp the Ongoing Payments set out above, 15 days\nfollowing each month end.\n\n7.9   RIGHT TO AUDIT \n\n      During the Term of this Agreement and for two (2) years thereafter,\nCompany agrees to keep all usual and proper records and books of account and all\nusual and proper entries relating to Company's revenue and Webhelp shall have\nthe right at its own cost to cause an audit and\/or inspection to be made of the\napplicable records and books in order to verify statements issued by Company and\nCompany's compliance with the terms of this Agreement. Any such audit shall be\nconducted by an independent certified public accountant selected by Webhelp\n(other than on a contingent fee basis). Any audit and\/or inspection shall be\nconducted during regular business hours at Company's facilities with reasonable\nnotice. Such audits shall be made no more often than once every quarter (3\nmonths).\n\n\n\n\n\n5.3.  TAXES\n\nThe fees referred to in this Section 5 do not include any taxes. Webhelp agrees\nto indemnify Company against any and all tax liability arising out of any\napplicable withholding tax due on payments made by Company to Webhelp under the\nforegoing Agreement. In the event that Webhelp instructs Company to withhold\nsuch withholding tax from payments due to Webhelp, then liability for Company's\nfailure to comply with such request shall not be indemnified.\n\n\n                                                                              11\n\n\n                                   ARTICLE 6.\n                                    UPGRADES\n\n6.1.  UPGRADES AND NEW VERSIONS\n\n      Webhelp shall provide to the Company copies of all upgrades and new\nversions of the Software as they are made available by Webhelp.\n\n      Webhelp shall give due consideration to Company's requests for upgrades\nand new developments and shall closely associate Company to the decision process\nfor upgrades and new versions development\n\n      In addition, Company may request that Webhelp provide specific development\nservices, particularly regarding wireless technology. Webhelp agrees to consider\nsuch requests, and if reasonably feasible to develop such new technology taking\ninto account Webhelp's resources, cost of development, and state of existing\ntechnology, enter into a development agreement with Company which will apportion\ncost and ownership of any such new technology platform. Webhelp agrees to use\nreasonable best efforts to address quickly and in good faith any such request.\n\nNotwithstanding the foregoing, Webhelp may independently develop technology\napplications not related to the Service Platform and the Approved Business\nServices with respect to which it is under no obligation to license to Company.\n\n\n                                   ARTICLE 7.\n                              TERM AND TERMINATION\n\n7.1.  TERM\n\n      Subject to Section 7.2, the term of this Agreement shall commence on the\ndate set out on the first page of this Agreement and continue for 4 years\nthereafter.\n\n7.2.  TERMINATION EVENTS\n\n      This Agreement shall terminate on the occurrence of any of the following\nevents (a \"Termination Event\"):\n\n      7.2.1. at Webhelp's option, if the use of the Materials or the Service\n      Platform by the Company exceeds the scope of the License conferred by\n      Article 2;\n\n      7.2.2. at Webhelp's option, if the Company makes any attempt to assign,\n      sub-License or otherwise transfer any of its rights under this Agreement\n      other than in accordance with this Agreement;\n\n      7.2.3. upon the bankruptcy, insolvency, or dissolution of the Company or\n      Webhelp;\n\n\n                                                                              12\n\n\n      7.2.4. at Webhelp's option, if within 2 months of the launch of the French\n      Site the Company shall not have obtained at least US $10 million (amount\n      encompassing all amounts raised by Company before such time) in available\n      financing, the proceeds of which are to be used solely to fund the\n      implementation of the Webhelp business plan in the French language;\n      Webhelp agrees to waive such termination event if the aforementioned\n      financing is not obtained due to substantial deterioration from the date\n      of the letter of intent signed between the parties on March 30, 2000 of\n      the Paris stock exchange and the Nasdaq Stock Market;\n\n      7.2.5. at Webhelp's option, if the Company should cease to be a Going\n      Concern provided that Company at such time, is not publicly traded (during\n      which time this subsection 7.2.5. shall be deemed waived);\n\n      7.2.6. in the event the Shareholders Agreement is terminated or Webhelp is\n      no longer a shareholder, the sale, transfer or granting of Shares to any\n      entity involved in a Competitive Business or a merger, amalgamation with\n      an entity involved in a Competitve Business; or\n\n      7.2.7. at either party's option, where the other party fails to perform or\n      is otherwise in breach of its material obligations under the Agreement.\n      Failure by Company to pay either the Initial Payment or the Ongoing\n      Payments shall be considered a material breach.\n\n7.3.  TERMINATION NOTICE\n\n      Upon the occurrence of a Termination Event, a party may deliver to the\nother a notice setting out the Termination Event. The party receiving this\nnotice shall use reasonable commercial efforts to remedy the Termination Event\nas soon as possible. Except in the case of Section 7.2.4, if this party has not\ncured the Termination Event within thirty (30) days after receipt of the notice\nbut has used reasonable commercial efforts to do so, this party shall be granted\na reasonable time (of ninety (90) days following the date of notice of the\nTermination Event) in which to cure the Termination Event. If the receiving\nparty does not take such steps within such thirty (30) day period or fails to\ncure the Termination Event within the cure period, then the initiating party may\nexercise its option to terminate this Agreement pursuant to this Section 7.3 by\ndelivering a notice of termination (a \"Termination Notice\") to the other party.\nSuch Termination Notice shall terminate all of that party's obligations arising\npursuant to this Agreement subsequent to the date of the Termination Notice\nexcept as provided in Section 7.5.\n\n7.4.  EFFECT OF TERMINATION\n\n      If this Agreement is terminated pursuant to Section 7.3, (i) the Company\nshall immediately return to Webhelp all copies of and media containing the\nMaterials, (ii) the Company shall erase any copy of the Software copied onto the\nDesignated Hardware for installation purposes and erase all back-up and archival\ncopies of the Software; and (iii) Company shall lose its exclusivity rights to\nthe use of the Trademark in France under this Agreement and company's 50%\ninterest in the Trademark for France shall automatically revert to Webhelp at no\ncost. The termination of this Agreement shall not limit either party from\npursuing any other remedies\n\n\n                                                                              13\n\n\navailable to it, including injunctive relief, nor shall such termination relieve\nthe Company from its obligation to pay fees accrued prior to the termination.\nNotwithstanding the foregoing, Section 3.2 (a) and Section 7.9.3 shall apply\nwith respect to a bankruptcy of Webhelp (e.g. transfer of source code\/technology\ninformation and transfer or 50% ownership interest in the Trademark for France\nat no additional cost). Furthermore, in the event of a termination of this\nagreement due to a material breach of this Agreement by Webhelp, then the\nTrademark buy out provisions set out in Section 7.9. shall apply.\n\n7.5.  SURVIVAL\n\n      On termination of this Agreement, all the provisions of this Agreement\nshall cease to apply as of the date of the termination except for the following:\n\n      7.5.1.  Section 2.3. - Restrictions on Use\n\n      7.9.5.  Section 2.4. - Title to Material\n\n      7.9.6.  Section 5.2. - Right to Audit\n\n      7.5.4.  Section 7.4. - Effect of Termination\n\n      7.5.5.  Section 7.5 - Survival\n\n      7.5.6.  Article 8 - Confidential Information\n\n      7.5.7.  Article 9 - Warranty, Limitation of Liability, Indemnity\n\n      7.5.8.  Article 10 - Intellectual Property and Proprietary Right \n              Infringement\n\n      7.5.9.  Section 2.5. and 7.9. - Trademark\n\n      7.9.5.  Section 7.8. -  Non Compete\n\n      7.9.6.  Article 11 - Assignment\n\n      7.9.7.  Article 14 - Force Majeure\n\n      7.9.8.  Article 15 - Jurisdiction\n\n\n\n\n\n7.6.  RE-NEGOTIATION RIGHTS\n\n      Prior to expiration of this Agreement, either party may request the\nnegotiation of new agreements related to the subject matter of this Agreement\nand the Services Agreement and proceed with such negotiation in the following\nmanner:\n\n\n                                                                              14\n\n\n      7.6.1.  no later than 6 months prior to expiration and the parties agree\n              to hold such negotiation in such a manner as to properly determine\n              whether a new agreement and proposed new terms are mutually\n              beneficial to both parties; or\n\n      7.9.5.  Upon the adoption of a formal resolution by the Company's board of\n              directors to authorize the commencement of an initial public\n              offering process, the Company may request that the parties meet\n              and Webhelp agrees to meet to determine whether any of the terms\n              and conditions of the Agreement may be amended with a view to\n              increasing the likelihood of Company completing a successful\n              public offering.\n\n      7.9.6.  If a negotiation takes place as a result of the exercise of\n              subsections 7.6.1 and\/or 7.6.2. the parties agree to negotiate in\n              good faith with a view to arriving at appropriate fees and term\n              for any new agreement, and to base such negotiations on the\n              principles and rates discussed by Webhelp in arriving at the fees\n              for this Agreement and the Services Agreement;\n\n      7.9.7.  The parties agree to cooperate towards finding a mutually\n              satisfying agreement within a period of 3 months starting from the\n              starting date defined under subsection 7.6.1. and 7.6.2.;\n\n      7.9.8.  Notwithstanding any of the foregoing, nothing in this Agreement\n              shall be construed as obligating either party to amend this\n              Agreement.\n\n7.7.        FAILURE TO RE-NEGOTIATE\n\n            If the parties fail to re-negotiate a new Agreement pursuant to\n      subsection 7.6.1. within the 3 month period outlined in subsection 7.6.4.,\n      the parties shall enjoy the following rights:\n\n\n\n      7.9.5.  Company shall have the right to request that Webhelp make\n              available at no additional cost to Company, Webhelp's technology\n              information relating to the Service Platform as defined in this\n              Agreement (the \"Technology Transfer\"), including any and all\n              proprietary source code, know-how, designs and generally all\n              technical information necessary to perform the services provided\n              by Webhelp under the services agreement and for the purposes of\n              duplicating the Service Platform. In addition, specifically\n              excluded from this subsection 7.7.1. are any third party licensed\n              applications utilized by Webhelp in the Service Platform or\n              otherwise.\n\n      7.9.6.  Company may choose to have Webhelp provide access to its\n              technology application in a third party arrangement wherein\n              Company pays Webhelp on a usage basis (e.g. an Application Service\n              Provider (\"ASP\") model). Notwithstanding the fact that Webhelp may\n              not function as an ASP, this ASP service will be offered to\n              Company at the current market value for equivalent \n\n\n                                                                              15\n\n\n              services. Company agrees to purchase or implement any technology\n              required to keep current with Webhelp's current technology\n              application and Webhelp agrees to provide Company a reasonable\n              period of time to make any such transition.\n\n      7.7.3.  If Company does not pursue the courses of action set out in 7.7.1\n              or 7.7.2., Webhelp shall have the right to acquire all outstanding\n              shares in the Company at fair market value including without\n              limitation, the value of the Agreement, Company's interest in the\n              Trademark, and the Services Agreement. The process of agreeing on\n              the valuation of the shares shall follow the method set out in the\n              Shareholders Agreement. Webhelp shall notify Company and the other\n              shareholders of Company of its desire to exercise the option to\n              acquire all the shares within 21 days of the end of the 3 month\n              period of negotiation set out above and the parties agree that the\n              shares shall be transferred before the termination of the\n              Agreement;\n\n7.8.        NON-COMPETE\n\n            The parties agree to the following non-compete conditions following\n      termination of this Agreement based upon either Subsection 7.7.1. or\n      7.7.2. being invoked:\n\n      7.8.1.  In the event the Technology Transfer set out in subsection 7.7.1.\n              is requested by Company, Webhelp expressly agrees not to compete\n              with Company by providing a French language version of the English\n              Site or providing the Approved Business Services in the French\n              language for a period of 24 months from the date the Technology\n              Transfer is completed and Company agrees that its utilization of\n              the Technology Transfer and\/or its provision of Approved Business\n              Services shall be for the French language only for a period of 24\n              months from the date of Technology Transfer without geographical\n              limitations. Furthermore, Company agrees that during such period\n              of time it will not try to compete indirectly by licensing or\n              selling any parts or materials related to the Technology Transfer\n              to any third parties (or related parties) that may have the effect\n              of enabling such third parties to provide versions of the Approved\n              Business Services in languages other than French;\n\n      7.9.5.  In the event Company requests that Webhelp act as an ASP pursuant\n              to Section 7.7.2., Webhelp expressly agrees not to compete with\n              Company by providing a French language version of the English Site\n              or the provision of Approved Business Services in the French\n              language for a period of 12 months from the date that the ASP\n              arrangement commences. Company agrees that so long as it utilizes\n              Webhelp as an ASP, it shall provide the Approved Business Services\n              in the French language only and may not operate an English\n              language version of the French Site;\n\n      Notwithstanding the foregoing, the non-compete provisions set out above\n      shall not apply with respect to existing business to business customers of\n      each party, at the time the Agreement terminates, that desire servicing in\n      other languages. The parties further agree \n\n\n                                                                              16\n\n\n      that the non-compete provisions set out above shall apply to any entities\n      in which either party either directly or indirectly has a controlling\n      interest.\n\n\n\n   7.9.     TRADEMARK EXCLUSIVITY BUY OUT\n\n            In the event Company exercises its rights either under Subsections\n      7.7.1. or 7.7.2. or the Agreement naturally expires without Subsections\n      7.7.1., 7.7.2. or 7.7.3. being invoked (or the Agreement terminates as a\n      result of Webhelp's material breach of this Agreement), either party (\"the\n      Proposer\") may propose in writing, a valuation in US dollars of the other\n      party's (\"the Offeree\") co-right to use the Trademark (and related\n      registrations such as the domain name) in the French territory (\"Use\n      Rights\"). Upon receipt of such proposed valuation, the Offeree shall have\n      the option and the obligation to elect either to sell its Use Rights to\n      the Trademark to the Proposer or to purchase the Proposer's Use Rights at\n      the proposed valuation. Notwithstanding the foregoing, in the case where\n      Webhelp purchases the Use Rights, Company's co-ownership interest shall\n      also be transferred to Webhelp such that Webhelp owns 100% of the\n      Trademark (and domain name) in the Territory of France. The following\n      conditions shall apply to the co-ownership of the Trademark if this\n      Section 7.9. is invoked based upon the foregoing:\n\n      7.9.5.  In the event that Company purchases Webhelp's Use Rights, it\n              agrees (i) to use the Trademark only for the Approved Business\n              Service; and (ii) to abide by subsection 5.2.2. relating to\n              Webhelp's right to approve the representation of the Trademark. In\n              the event Company breaches this Subsection 7.9.1., Company's 50%\n              ownership in the Trademark for the territory of France shall be\n              transferred to Webhelp and Company shall no longer have the right\n              to use the Trademark in the French territory;\n\n      7.9.6.  Webhelp currently has filed a Community Trade Mark (\"CTM\")\n              application and agrees that in the event Company purchases the Use\n              Rights, Webhelp will not enforce its CTM rights for the French\n              territory;\n\n      7.9.7.  Notwithstanding anything to the contrary stated herein, in the\n              event of bankruptcy of Webhelp in the case where Company has\n              purchased the Use Rights, Webhelp's co-ownership interest in the\n              Trademark for the territory of France shall be automatically\n              transferred to the other party. In the event that at any time\n              either during this agreement or after, Company goes bankrupt, its\n              50% ownership interest shall be transferred to Webhelp;\n\n      7.9.8.  In the event that Webhelp purchases the Use Rights to the\n              Trademark, Company agrees to execute all documents required to\n              transfer the domain name for the territory of France which\n              utilizes the Trademark (e.g. currently Webhelp.fr).\n\n      7.9.9.  In the event Company has obtained a Technology Transfer under\n              section 7.7.1 and if Webhelp acquires Company's 50% interest in\n              the Trademark, the parties\n\n\n                                                                              17\n\n\n              expressly agree that Company shall be granted a call option by\n              Webhelp on Webhelp's Company shares. Company shall notify Webhelp\n              of its intent to proceed with the exercise of the call option\n              within 21 business days from the date of such acquisition. Company\n              shall then have 3 months from the date of notification to\n              effectively exercise such right.\n\nNotwithstanding the foregoing, in the event that Subsection 7.7.1. is invoked by\nCompany, Company must be the Proposer at the time of such transfer unless\notherwise agreed by the parties. In all other cases, either party may be the\nProposer. This Section 7.9. shall not be applicable upon termination of the\nAgreement based upon a Termination Event as set out in Section 7.2. where such\nTermination Event relates to acts or omissions concerning the Company.\n\n7.10. In the event that Webhelp is no longer a shareholder in the Company as a\nresult of the exercise of the \"drag along rights\" pursuant to Section 6.12. of\nthe Shareholders Agreement, Webhelp shall be entitled to terminate this\nAgreement within 90 days of the transfer of its shares in the Company and no\nrights under this Agreement shall flow to such transferee upon termination.\n\n\n                                   ARTICLE 8.\n                                 CONFIDENTIALITY\n\n8.1.  OBLIGATION TO KEEP CONFIDENTIAL\n\n      The Company acknowledges that the Materials, this Agreement and the\nServices Agreement constitute valuable confidential information (the\n\"Confidential Information\") of Webhelp. The Company therefore, shall, in respect\nof the Confidential Information:\n\n      8.1.1. take reasonable steps (including those steps that it takes to\n      protect its own information that it regards as confidential) to keep the\n      Confidential Information confidential;\n\n      8.1.2. not disclose or otherwise make available the Confidential\n      Information to any third party except to such directors, officers,\n      employees and agents of the Company who have a need to have access to the\n      Confidential Information for the purposes set forth in Section 2.1; and\n\n      8.1.3. issue written instructions to the Company's directors, officers,\n      employees and agents requiring them to comply with its obligations\n      referred to in this Section 8.1 and to use the Confidential Information\n      only in connection with the Software. Any failure on the part of any of\n      them to comply with such written instructions shall be deemed to be a\n      breach of this Article by the Company.\n\n      8.1.4. notwithstanding the foregoing, Company is authorized to disclose\n      the Confidential Information to professional advisers, subject to the\n      execution of the non disclosure agreement (attached hereto) where such\n      professional advisers are not under a professional duty of\n      confidentiality.\n\n\n                                                                              18\n\n\n8.2.  PERMITTED DISCLOSURE\n\n      This Section shall not apply to Confidential Information that:\n\n      8.2.1. is in the public domain other than as a consequence of a breach of\n      the obligations contained in this Agreement to maintain the\n      confidentiality of such Confidential Information;\n\n      8.2.2. is known by the Company prior to its disclosure by Webhelp or is\n      independently developed by the Company without breach of the obligations\n      contained in this Agreement; or\n\n      8.2.3. has been received by the Company from a third party who is not\n      subject to obligations similar to the obligations contained in this\n      Agreement.\n\n8.3.  UNAUTHORIZED DISCLOSURE\n\n      The Company shall notify Webhelp of the existence of any unauthorized\npossession or use of Webhelp's Confidential Information promptly after\ndiscovering any unauthorized disclosure, possession, or use of such Confidential\nInformation by any Person, and of the circumstances surrounding such\nunauthorized disclosure, possession or use. The Company shall co-operate with\nWebhelp, at Webhelp's expense, unless the Company was at fault for the\nunauthorized disclosure, to stop such unauthorized disclosure, possession or\nuse.\n\n8.4.  COURT ORDERS\n\n      In the event that any of the Company or any other Person to whom the\nConfidential Information is provided as permitted by this Agreement receives\nnotice indicating that it may or shall be legally compelled to disclose any of\nthe Confidential Information, it shall provide Webhelp with prompt notice so\nthat Webhelp may, at its sole option, discretion and expense, seek a protective\norder or other appropriate remedy and\/or waive compliance with the provisions of\nthis Agreement within the time specified in the order or legal notice, failing\nwhich Company may disclose such Confidential Information.\n\n8.5.  INJUNCTIVE RELIEF\n\n      The foregoing agreements and covenants set forth in this Article shall be\nconstrued as being an agreement independent of any other provisions in this\nAgreement. The Company acknowledges that its failure to comply with the\nprovisions of this Article shall cause irreparable harm to Webhelp which cannot\nbe adequately compensated for in damages, and accordingly acknowledges that\nWebhelp shall be entitled, in addition to any other remedies available to it, to\ninterlocutory and permanent injunction relief to restrain any anticipated,\npresent or continuing breach of this Article 8.\n\n      Notwithstanding the foregoing, Company may disclose Confidential\nInformation necessary to establish a claim in any proceeding against Webhelp.\n\n                                                                              19\n\n\n8.6.  RETURN OF CONFIDENTIAL INFORMATION\n\n      Upon the expiration or earlier termination of this Agreement, the Company\nshall promptly return to Webhelp all documents and other material containing\nConfidential Information of Webhelp.\n\n\n                                   ARTICLE 9.\n                  WARRANTY, LIMITATION OF LIABILITY, INDEMNITY\n\n9.1.  DEFECTIVE MEDIA\n\n      The Company's sole remedy for defective media embodying the Materials is\ntimely replacement by Webhelp of the defective media.\n\n9.2.  WARRANTIES\n\n      THE MATERIALS AND ACCESS TO THE SERVICE PLATFORM ARE PROVIDED TO THE\nCOMPANY WILL SUBSTANTIALLY CONFORM TO TECHNICAL AND FUNCTIONAL DESCRIPTION\nATTACHED AS SCHEDULES TO THIS AGREEMENT OR TO THE SERVICES AGREEMENT SUBJECT TO\nMODIFICATION AND UPGRADES MADE FROM TIME TO TIME TO IMPROVE THE SERVICE PLATFORM\nOR EXPAND ITS CAPABILITY.\n\n9.3.  CUMULATIVE LIABILITY\n\n      Notwithstanding anything to the contrary in this Agreement or any statute\nor rule of law to the contrary, subject to Section 9.5, either party's\ncumulative liability for all claims arising out of or in connection with this\nAgreement, the Services Agreement and any Schedules attached hereto or thereto,\nwhether directly or indirectly, including, without limitation, from or in\nconnection with the Agreement, use or improper functioning of the Software or\nthe Service Platform or the provision of Software Support, or claims related to\nthe Trademark, shall not exceed the total cash fees paid by the Company pursuant\nto Article 5 to this Agreement and the Service Agreement from the date of\nsignature of this Agreement.\n\n9.4.  NO LIABILITY FOR INDIRECT DAMAGES\n\n      WEBHELP SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL\nDAMAGES OF THE COMPANY OR OF ANY THIRD PARTY CLAIMS AGAINST THE COMPANY,\nINCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, OR\nFAILURE TO REALIZE EXPECTED SAVINGS, HOWEVER DERIVED.\n\n9.5.  INDEMNITY IN RESPECT OF THIRD PARTY CLAIMS\n\n      The Company shall indemnify Webhelp and hold Webhelp harmless for and\nagainst any and all claims which a third party may assert against Webhelp by\nreason of or as a consequence of the use of the Materials or the Service\nPlatform by the Company. Webhelp shall indemnify Company and hold Company\nharmless for and against any and all claims which a third party may \n\n                                                                              20\n\n\n\nassert against Company by reason of or as a consequence of Webhelp's provision\nof services using the Materials of the Service Platform.\n\n9.6.  APPLICATION\n\n      This Article applies regardless of the basis on which the Company is\nentitled to claim, including but not limited to contract or tort, even if the\ndamages are caused by breach of contract (including, without limitation,\nfundamental breach), or by the negligence, gross negligence, negligent\nmisrepresentation or other fault of Webhelp, and even if Webhelp has been\nadvised of the possibility of these damages.\n\n\n                                   ARTICLE 10.\n            INTELLECTUAL PROPERTY AND PROPRIETARY RIGHT INFRINGEMENT\n\n10.1. INDEMNITY IN RESPECT OF PROPRIETARY RIGHT INFRINGEMENT\n\n      Webhelp shall indemnify the Company and save the Company harmless for and\nagainst any and all costs, losses, damages, liability, claims and demands\nincurred by or made against the Company up to the time any such claim is settled\nor adjudicated, alleging that the use of the Materials and of the Trademark\n(including registration of the Trademark in France) (other than any Content\nincorporated therein) by the Company in accordance with the terms of this\nAgreement infringes or otherwise breaches the copyright, trade secret, or other\nintellectual property including Trademark, other than patent rights, of any\nthird party; provided that the Company gives Webhelp prompt notice of, and\nreasonable assistance in defending, any claim to which this Article applies, and\nprovided further that Webhelp or a third party designated by Webhelp shall have\nsole authority to defend and contest or settle any claim to which this Article\napplies. Webhelp shall be responsible for all legal costs associated with such\ndefense.\n\n10.2. INDEMNITY IN RESPECT OF PATENT RIGHT INFRINGEMENT\n\n      Webhelp shall have no liability under this Article for, and the Company\nshall indemnify and save Webhelp harmless for and against any and all costs,\nlosses, damages, legal costs and expenses, liability, claims and demands\nincurred by or made against Webhelp in connection with, any claim described in\nSection 10.1 and any claim for breach of patent rights which is based upon the\nuse of the Materials by the Company:\n\n      10.2.1. in connection with any other hardware, software or services not\n      provided by Webhelp, or\n\n      10.2.2. in any manner which is not authorized by this Agreement.\n\n10.3. REMEDIES\n\n      If any of the Materials or intellectual property rights subject of this\nAgreement becomes, or in Webhelp's judgement is likely to become, the subject of\na claim that infringes a proprietary \n\n                                                                              21\n\n\n\nright or if Webhelp settles a claim of infringement, Webhelp may, at its sole\noption, discretion and expense:\n\n      10.3.1. obtain for the Company the right to continue using any of same;\n      or\n\n      10.3.2. replace, or modify any of same to make them non-infringing so long\n      as the replacement or modification is of equal quality and performs to the\n      same or better level of performance as the Materials and intellectual\n      property rights or in the case of the Trademark to adopt a non-confusing\n      \/infringing trademark.\n\n10.4. ENTIRE LIABILITY AND REMEDY\n\n      Articles 9 and 10 state the entire liability of Webhelp and the exclusive\nremedy of the Company with respect to any claim of infringement, including\npatent, copyright, trade secret infringement or Trademark.\n\n\n                                   ARTICLE 11.\n                                   ASSIGNMENT\n\n11.1. ASSIGNMENT BY COMPANY\n\n      The Company may not sub-License (other than in accordance with this\nAgreement), assign, pledge, grant a security interest in or otherwise transfer\nthis Agreement or any of its rights or obligations under this Agreement, to any\nPerson. Any attempt or any purported act or attempted act to do any of the\nthings prohibited by this Article shall be null and void.\n\n11.2. ASSIGNMENT BY WEBHELP\n\n      This Agreement may be assigned by Webhelp.\n\n11.3. AGREEMENT BINDING ON SUCCESSORS AND ASSIGNS\n\n      This Agreement shall inure to the benefit of and be binding upon the\nrespective successors and permitted assigns of the parties hereto.\n\n\n                                   ARTICLE 12.\n                         REPRESENTATIONS AND WARRANTIES\n\n12.1. REPRESENTATION AND WARRANTY BY WEBHELP\n\n      Webhelp represents and warrants to the Company that, to its knowledge, the\nMaterials (other than any Content incorporated therein) do not infringe any\npatent, copyright, or any other proprietary right in respect of the Materials\n(other than any Content incorporated therein).\n\n                                                                              22\n\n\n\n                                   ARTICLE 13.\n                              TERMS AND CONDITIONS\n\n13.1. COMPLIANCE BY COMPANY\n\n      The directors, officers, employees and agents of the Company shall observe\nand comply with this Agreement, and any material breach of this Agreement\nuncured within a period of 10 working days after notice of the breach shall be\ndeemed to be a breach by the Company.\n\n\n                                   ARTICLE 14.\n                                  FORCE MAJEURE\n\n14.1. DELAY CAUSED BY FORCE MAJEURE\n\n      If, by reason of Force Majeure, either party hereto (the \"Frustrated\nParty\") is delayed or unable, in whole or in part, to perform or comply with any\nobligation or condition of this Agreement (other than an obligation to pay),\nthen it shall be relieved of liability and shall suffer no prejudice for failing\nto perform or comply or for delaying such performance or compliance during the\ncontinuance and to the extent of the inability so caused from and after the\nhappening of the event of Force Majeure, provided that it gives to the other\nparty prompt notice of such inability as soon as practicable and reasonably full\nparticulars of the cause thereof. If notice is not promptly given, taking into\naccount the effects of the event of Force Majeure, then the Frustrated Party\nshall only be relieved from performance or compliance from and after the giving\nof such notice. The Frustrated Party shall use reasonable commercial efforts to\nremedy the situation and remove, so far as possible with reasonable dispatch,\nthe cause of its inability to perform or comply, provided, however, that\nsettlement of strikes, lockouts and other industrial disputes shall be within\nthe discretion of the Frustrated Party. The Frustrated Party shall give prompt\nnotice of the cessation of Force Majeure.\n\n\n                                   ARTICLE 15.\n                                     GENERAL\n\n15.1. SUBMISSION TO JURISDICTION\n\n      Each of Company and Webhelp agrees that any suit, action or proceeding\narising out of or relating to this Agreement against it or any of its assets may\nbe brought in any court of the State of New York or the United States sitting in\nNew York, New York and each of Company and Webhelp hereby irrevocably and\nunconditionally attorns and submits to the jurisdiction of such courts over the\nsubject matter of any such suit, action or proceeding. Each of Company and\nWebhelp irrevocably waives and agrees not to raise any objection it might now or\nhereafter have to any such suit, action or proceeding in any such court\nincluding, without limitation, any objection that the place where such court is\nlocated is an inconvenient forum or that there is any other suit, action or\nproceeding in any other place relating in whole or in part to the same subject\nmatter.\n\n                                                                              23\n\n\n\n      Each of Company and Webhelp agrees that any judgment or order in any such\nsuit, action or proceeding brought in such a court shall be conclusive and\nbinding upon it and consents to any such judgment or order being recognized and\nenforced in the courts of its jurisdiction of incorporation or any other courts,\nby registration or homologation of such judgment or order, by a suit, action or\nproceeding upon such judgment or order, or any other means available for\nenforcement of judgments or orders, at the option of Webhelp or Company,\nprovided that service of any required process is effected upon it in the manner\nspecified in Section 15.5 or as otherwise permitted by law. Nothing in this\nSection shall restrict the bringing of any such suit, action or proceeding in\nthe courts of any other jurisdiction.\n\n15.2. PUBLIC NOTICES\n\n      No press release or other announcement concerning the transaction\ncontemplated by this Agreement shall be made by either of the parties, without\nthe prior written consent of the other party (such consent not to be\nunreasonably withheld) provided, however, that either party may, without\nconsent, make such disclosure if the same is required by any stock exchange on\nwhich any of the securities of that party or any of its affiliates are listed or\nby any securities commission or the Nasdaq Stock Market or other similar\nregulatory authority having jurisdiction over that party or any of its\naffiliates, and if such disclosure is required the party making such disclosure\nshall use reasonable efforts to give prior oral or written notice to the other,\nand if such prior notice is not possible, to give such notice immediately\nfollowing the making of such disclosure.\n\n15.3. EXPENSES\n\n      Each of Webhelp and Company shall be responsible for the expenses\n(including fees and expenses of legal advisers, accountants and other\nprofessional advisers) incurred by it, respectively, in connection with the\nnegotiation and settlement of this Agreement and the completion of the\ntransaction contemplated hereby.\n\n15.4. AMENDMENT OR MODIFICATION, WAIVER\n\n      No provision of this Agreement may be amended or modified unless such\namendment or modification is agreed to in writing and signed by each party\nhereto. Except as otherwise specifically provided in this Agreement, no waiver\nby any party hereto of any breach by the other party hereto of any condition or\nprovision of this Agreement to be performed by such other party shall be deemed\na waiver of a similar or dissimilar provision or condition at the same or any\nprior or subsequent time.\n\n15.5. NOTICES\n\n      All notices, requests, demands and other communications under this\nAgreement shall be in writing and shall be deemed to have been duly given (i) on\nthe date of service if served personally on the party to whom notice is given,\n(ii) on the day of transmission if sent via facsimile transmission to the\nfacsimile number given below, provided telephonic confirmation of receipt is\nobtained promptly after completion of transmission,\n\n\n                                                                              24\n\n\n\n\n      (iii) on the business day after delivery to an overnight courier service\nor the Express mail service maintained by the United States Postal Service,\nprovided receipt of delivery has been confirmed, or (iv) on the fifth day after\nmailing, if mailed by registered or certified mail, postage prepaid, properly\naddressed and return-receipt requested, in all cases to the parties as follows:\n\n      If to the Company:\n\n      If to Webhelp:\n\n      One Dundas Street West\n      Suite 2500\n      Toronto, Ontario  M5G 1Z3\n      Canada\n      Attention: Kerry Adler\n      Telecopier: (416) 204-1939\n\n      With a copy to:\n\n      John D. Burton\n      Webhelp.com Inc.\n      237 Park Avenue\n      20th Floor\n      New York, New York  10017\n      U.S.A.\n      Telecopier:  (646) 349-2065\n\n\n      Any party may change its address by giving the other party written notice\nof its new address in the manner set forth above.\n\n15.6. ENTIRE AGREEMENT\n\n      This Agreement and the Agreement contain the entire agreement between the\nparties hereto with respect to the subject matter hereof and thereof. This\nAgreement and the Agreement supersede all prior understandings, negotiations and\nagreements between the parties with respect to the subject matter hereof. In\ncase of contradiction between the terms contained in the Agreement, the Services\nAgreement, and the schedules attached thereto, construction of such terms shall\nbe made with reference to the commercially reasonable intent of the parties\nacting in perfect good faith.\n\n15.7. SEVERABILITY\n\n    If any provision herein contained shall be held to be illegal or\nunenforceable, such holding shall not affect the validity or enforceability of\nthe other provisions of this Agreement.\n\n\n                                                                              25\n\n\n\n\n15.8. GOVERNING LAW\n\n      This Agreement shall be construed in accordance with the laws of the State\nof New York applicable to contracts entered into and to be performed entirely\nwithin that State, without reference to any conflict of laws principles that\nwould apply the laws of any other jurisdiction.\n\n15.9. BINDING EFFECT\n\n      This Agreement shall be binding upon, and inure to the benefit of, the\nparties hereto, and their respective successors and permitted assigns.\n\n15.10. COUNTERPARTS\n\n      This Agreement may be executed in counterparts and each of such\ncounterparts shall for all purposes be deemed to be an original, but all such\ncounterparts shall together constitute one and the same instrument.\n\n15.11. INTENTIONS OF THE PARTIES\n\n      The parties hereto intend, in good faith, that this Agreement and the\ntransactions contemplated hereby be conducted in such a manner so as to comply\nwith all applicable laws, rules and regulations governing the services\ncontemplated hereby.\n\n15.12. COOPERATION\n\n      The parties agree to cooperate in perfect good faith during the course of\nthe performance of this Agreement and will cooperate closely with regard to\ntechnical modifications and evolutions. In addition, the parties will use their\nbest efforts to have the other party benefit from negotiated terms and\nconditions with third party vendors or service providers.\n\n15.13.  AUDIT\n\n      Company shall have the right to audit Webhelp's documents and\/or\nfacilities in order to:\n\n(i)   ensure compliance with applicable data protection rules;\n\n(ii)  verify the actual cost to Webhelp for specific development services\n      ordered by Company under this Agreement;\n\n(iii) verify third party invoices to Webhelp on Company's per use charges;\n\n\n\nSuch audit shall be performed at Company's expense and shall occur only twice a\nyear.\n\n\n                                                                              26\n\n\n\n15.14. TESTING AND RELEASE PROCEDURE\n\n      The parties agree to have the French site and Webcenter tested upon\ncompletion by Webhelp of the services to be performed for the set up of the\nFrench Site. Such tests shall include:\n\n      (i)   an initial test of the French site and first Webcenter to the effect\n            of showing the functioning of the entire chain including the French\n            site, the Services Platform, and the Webcenter; at the end of such\n            initial test the parties will sign an initial tests certificate\n            stating errors, technical difficulties or any other reservations\n            which Webhelp and Company agree to use best efforts to cure within a\n            commercially reasonable period of time; a second initial test shall\n            be performed when such reservations have been cured;\n\n      (ii)  upon completion of the initial test procedure as aforedescribed,\n            Company will conduct online testing over a two week period and shall\n            sign and remit to Webhelp a release certificate upon successful\n            completion of such testing; any reservations resulting from such\n            online testing shall be cured by Webhelp and Company within a\n            commercially reasonable period of time.\n\n\n\n      No operational use of the French site or of the Webcenter shall constitute\ntacit release of same and only upon completion of such testing procedure, shall\nthe French site be considered having been launched.\n\n\n                                                                              27\n\n\n\n\n                                      * * *\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed by their duly authorized representatives as of the date first above\nwritten.\n\n\n\n                                          WEBHELP.COM INC.\n\n\n\n\n\n\n\n                                          By  ____________________________\n                                              Name:\n                                              Title:\n\n\n                                          WEBHELP S.A.\n\n\n\n\n\n                                          By  _____________________________\n                                              Name:\n                                              Title:\n\n\n                                                                              28\n\n\n                                                                    SCHEDULE IV\n\n\n\n\nMARKETING BUDGETS FOR WEBHELP.FR\n\n\nWebhelp.fr should start its operation in September 2000.\n\nMarketing expenses include\no     On-line and off-line global advertising costs\no     Promotional events\no     Public relation events\no     Direct marketing expenses\no     Spending in any promotional documentation\n\nMarketing expenses have been forecasted taking into account (i) the current and\nprojected number of internet users in France and in French speaking territories\n(ii) the ability to serve the demand thanks to adequate webcenters. The\nobjective being to spend enough resources in marketing expenses in order to\nmaximise the webhelp penetration rate on the internet use population without\nharming the quality of service due to the inability to serve a high level of\ntraffic.\n\nMarketing Budget based on a launch date for the 1st of September\n\n2000 : US $ 590,000     (4 months of operations)\n2001 : US $ 2,200,000\n\n\n\n\n\n                                  SCHEDULE III\n\n\n                           INTERNET SERVICES AGREEMENT\n\n\n            INTERNET SERVICES AGREEMENT (this \"Agreement\") dated as of ______\n___, 2000, between Webhelp.com Inc., a Delaware corporation (\"Webhelp\"), and\n__________, a _______________ (the \"Company\").\n\n                              W I T N E S S E T H :\n\n\n            WHEREAS, Webhelp currently maintains a Web site and provides certain\nreal-time human assistance and related services;\n\n            WHEREAS, the Company owns a Web center that to provides outsourced\nInternet services in the English language; and\n\n            WHEREAS, Webhelp and the Company desire to enter into an agreement\nwhereby the Company shall provide Webhelp with certain services in connection\nwith the Webhelp's business;\n\n            NOW, THEREFORE, in consideration of the premises and the mutual\nagreements hereinafter set forth, the parties hereto hereby agree as follows:\n\n1.    DEFINITIONS.\n\n      The capitalized terms listed below shall have the following meanings when\nused in this Agreement and any schedules, attachments, and amendments.\n\n      (a) \"Chat Requests\" shall mean a Request routed to the Company for\nresolution in real-time online chat with a Web WizardTM Professional.\n\n      (b) \"Confidential Information\" means nonpublic information that the party\ndisclosing such information (\"Disclosing Party\") designates as being\nconfidential or which, under the circumstances surrounding disclosure ought to\nbe treated as confidential. \"Confidential Information\" includes, without\nlimitation, information relating to Disclosing Party software in use or in\ndevelopment, Disclosing Party's system architecture, Disclosing Party's\noperations or training, the marketing or promotion of any Disclosing Party\nproduct, Disclosing Party's business policies or practices, financial\ninformation and projections of Disclosing Party, information received from\nothers that Disclosing Party is obligated to treat as confidential and all of\nthe terms of this Agreement (including but not limited to its existence) and all\ndiscussions and negotiations related thereto. Confidential Information disclosed\nto the party receiving such information (\"Receiving Party\") by any of Disclosing\nParty's subsidiaries Disclosing Party or any of their respective employees or\nagents is covered by this Agreement. Confidential Information shall not include\nany information that: (i) is or subsequently becomes publicly available without\n\n\n\n                                                                               2\n\nReceiving Party's breach of any obligation owed Disclosing Party, (ii) became\nknown to Receiving Party prior to Disclosing Party's disclosure of such\ninformation to Receiving Party; (iii) became known to Receiving Party from a\nsource other than Disclosing Party other than by the breach of an obligation of\nconfidentiality owed to Disclosing Party; or (iv) is independently developed by\nReceiving Party without the use of any of the Confidential Information.\n\n      (c) \"Confidential Materials\" shall mean all tangible materials containing\nConfidential Information, including without limitation written or printed\ndocuments and computer disks or tapes, whether machine or user readable.\n\n      (d) \"Customer\" shall mean any end-user of Webhelp's services, whether on\nWebhelp's own Web site, on one of Webhelp's client's Web sites or otherwise.\n\n      (e) \"Effective Date\" shall mean the date on which this Agreement becomes\neffective as set forth in the first paragraph of this Agreement.\n\n      (f) \"Handled Requests\" shall mean total Requests taken by a Web Wizard-TM-\nProfessional, as opposed to requests terminated prior to a Web Wizard-TM-\nProfessional interacting with the Customer, or in the case of e-mail responses,\nRequests not responded to within 24-hours of the Request.\n\n      (g) \"Request\" shall mean an online request by a Customer for assistance\nwhich is routed to the Company by Webhelp for resolution pursuant to the terms\nof this Agreement.\n\n      (h) \"Services\" shall mean the customer support services to be provided by\nCompany under this Agreement.\n\n      (i) \"Term\" shall mean the duration of this Agreement pursuant to Section\n__.\n\n      (j) \"Web Wizard-TM- Professional\" shall mean any individual, including, \nbut not limited to, employees, agents or independent contractors or employees or\nagents of independent contractors, of the Company, who has any responsibility\nfor providing any Services in accordance with the terms of this Agreement,\nincluding, without limitation, supervisors and other management personnel.\n\n      2.    SERVICES.\n\n      (a)   GENERAL. The Company agrees to provide the Services to Webhelp in\naccordance with the terms and conditions of this Agreement. The Services shall\ninclude responding to certain Requests from Customers twenty-four hours per day,\nseven days per week, as more fully detailed in Schedule I hereto. The Company\nwill be responsible for maintaining all equipment and services necessary to\nprovide the Services including, without limitation, the equipment necessary to\nhandle all Customer Request, including all costs associated therewith.\n\n      (b)   PERFORMANCE REQUIREMENTS. The Company shall use best efforts and\ncapable expertise to resolve Customer inquiries; provided that Company shall, at\na minimum, follow all policies and procedures set forth in any training\nmaterials as described in Section 2(h). In the event that \n\n\n                                                                               3\n\n\nthe Company is unable to resolve an inquiry after applying its best efforts and\ncapable expertise, [the Company shall escalate the problem to Webhelp as\ndescribed in the training materials provided by Webhelp].\n\n      (c)   EQUIPMENT. The Company shall provide, at its own expense, all\nequipment and services necessary to provide the Services including, without\nlimitation, Internet access with an average response time of ___ seconds when\nused with Webhelp's specified chat application and at least _____ fully equipped\nWeb WizardTM workstations 24 hours a day, seven days a week.\n\n      (d)   BACKUP. The Company recognizes the need to provide assistance to\nCustomers in the event of any disruption in service from any cause, including\nbut not limited to incapacitating damage to equipment or facilities required in\nthe performance of the Services, caused by fire, civil disturbance, strikes,\nacts of nature or similar situations. In the event that a Company's facility\nthat is used for purposes of this Agreement is incapacitated for any reason, the\nCompany will follow the policies and procedures, including, but not limited to,\nthe backup and disaster recovery procedures, set for in Schedule III in order to\nresume providing Services according to the terms of this Agreement.\n\n      (e)   REPORTING. The Company will provide to Webhelp the following\ninformation:\n\n            (i)   on a [monthly] basis, within ___ days of the end of each \n                  [calendar month]:\n\n            o     [OFFERED REQUESTS]\n            o     [REQUESTS RESOLVED]\n            o     [HANDLED REQUESTS]\n            o     [NUMBER OF ABANDONED REQUESTS]\n\n            (ii) on a daily basis, within ___ hours of ____:\n\n            o     all hours worked, broken down by employee\n\n            \n\n            (iii) from time to time, all information related to the Services\n      that Webhelp informs the Company has been requested by Webhelp's clients;\n      and\n\n            (iv) from time to time, such other information related to the\n      Services as Webhelp shall reasonably request.\n\n      (a)   PERSONNEL AND ACCESS. The Company shall be responsible for\ndetermining the number of Web Wizard-TM- Professionals to be employed by the \nCompany for the purpose of handling all Company obligations under the \nAgreement. The Company shall be solely responsible for all compensation of \nany nature accruing to the Support Professionals for Services performed by \nthe Web Wizard-TM-Professionals. All Web Wizard-TM- Professionals shall be \ncompetent in personal computer use and written English. The Company shall \nprovide persons designated by Webhelp with access to all facilities at which \nServices are performed and Webhelp shall have access to one office at the \nfacility where most of the Services are performed. The Company shall make \navailable its executives and managers to meet at reasonable times with the \nexecutives and managers of Webhelp at Webhelp's corporate headquarters; \nprovided that Webhelp shall \n\n\n                                                                               4\n\n\nreimburse the Company for all reasonable, documented, out-of-pocket travel, food\nand lodging expenses incurred by the Company in connection with any such\nmeeting.\n\n      (b)   COMPANY-PROVIDED TRAINING. The Company is responsible for\nimplementing training procedures for all Web Wizard-TM- Professionals to ensure\nthat such personnel comply with the requirements of this Agreement.\n\n      (c)   WEBHELP PROVIDED TRAINING. Webhelp will provide \"train-the-trainer\"\ntraining at no charge to the Company. Such training will include any scripts, \nservice information, or specific requests by Webhelp for handling requests. \nThe Company acknowledges and agrees that as a result of Webhelp providing \n\"train-the-trainer\" training and materials, Company shall be responsible for \ninternal and ongoing training of the Web Wizard-TM- Professionals after \nreceiving the \"train-the-trainer\" training and materials. The Company is \ngranted a non-exclusive, personal, non-transferable, non-assignable, \nroyalty-free license to reproduce for the Term such \"train-the-trainer\" \nmaterials for its internal use only, to provide the internal and ongoing \ntraining required under the terms of this Agreement. The license grant \nprovided for in this section shall expire upon expiration or termination of \nthis Agreement. Upon expiration or termination of this Agreement, the Company \nshall, at Webhelp's request, either return to Webhelp or destroy any and all \nmaterials provided to the Company by Webhelp under this Agreement, including \nall copies thereof.\n\n      (d)   MONITORING AND ANALYSES. The Company shall monitor daily, on a\nrandom sampling basis across all hours of the day, the services provided\nhereunder and the Internet communications used in providing such services. In\naddition, upon Webhelp's request, the Company shall provide Webhelp with\nanalyses and recommendations as to the provision of services hereunder,\nincluding, without limitation, the need for multilingual Web Wizard-TM-\nProfessionals or other means of responding to Requests that are not in English\nand modifications to the Web Wizard-TM- phrases provided by Webhelp pursuant to\nSection 2(h).\n\n      3.    COVENANTS OF WEBHELP.\n\n      (a)   INCREASES IN STAFFING. Webhelp shall give the Company at least [one\nweek's] advance notice of any required increase in the number of, or hours\nworked by, Web Wizard-TM- Professionals.\n\n      (b)   DECREASES IN STAFFING. Webhelp shall give the Company at least ___\nhours advance notice of any required decrease in the number of Web Wizard-TM-\nProfessionals, including, without limitation, due to quality issues.\n\n      (c)   SOFTWARE AND TRAINING MATERIALS. Webhelp shall provide or make\navailable to the Company sufficient copies of the application software and\ntraining materials in order for the Company to perform the Services in\naccordance with this Agreement.\n\n      3.    FEES. Webhelp shall pay the Company the fees set forth on Schedule\nII hereto. Payment terms are net ____ days after receipt of an invoice and\npayment shall be made by wire transfer to an account designated in writing by\nthe Company from time to time. If Webhelp and \n\n\n\n                                                                               5\n\n\nthe Company disagree on the amount indicated as due in an invoice, then Webhelp\nwill pay all undisputed portions of the invoice in accordance with this Section\n3 and will provide the Company with written notice of the disputed amount within\n_____ days of Webhelp's receipt of the applicable invoice and a representative\nfrom each of the Company and Webhelp shall meet within _____ days of such\nwritten notice and shall negotiate in good faith to resolve such dispute within\n_____ days. Each of the parties shall be solely responsible for payment of its\nexpenses.\n\n      4.    TERM.\n\n      (a)   INITIAL TERM. This Agreement shall commence on the date hereof and\nshall continue for a period of _____ years (the \"Initial Term\").\n\n      (b)   RENEWAL.\n\n            (i) If Webhelp is not in material default under the terms of this\n      Agreement, at the end of the Initial Term or any Renewal Term (as defined\n      below), then Webhelp may elect to renew this Agreement for an additional\n      ___ year term (\"Renewal Term\") with respect to the Company's performance\n      of Services by giving the Company notice in writing not less than ______\n      days before the date of expiration of the then-current term hereof.\n\n            (ii) Any extension or renewal pursuant to this Section 4 shall be on\n      the same terms and conditions contained in this Agreement save and except\n      that the rates of the fees payable by Webhelp to the Company pursuant to\n      Section 3 (the \"Service Fees\") for any Renewal Term shall be established\n      by mutual agreement of the parties. In the event that the parties have not\n      agreed on the rates of the Service Fees for any Renewal Term when such\n      Renewal Term begins, Service Fee rates agreed to subsequently shall be\n      applied retroactively to all Services performed during such Renewal Term.\n      If, within _____ days of the commencement the Renewal Term, the parties\n      haven't agreed on Service Fee rates for such Renewal Term, the Service Fee\n      rates applicable during the immediately preceding term (i.e., the Initial\n      Term or preceding Renewal Term, as appropriate) shall apply retroactively\n      to all Services performed during the then-current Renewal Term, as\n      applicable, and for the remainder thereof, and either party shall have the\n      right to terminate the Agreement on ______ days prior written notice.\n\n      (c)   TERMINATION. In addition, either party may terminate this Agreement\nas follows:\n\n            (i)   In the event that the other party materially breaches any\n      provision of this Agreement (other than Section 7, as to which paragraph\n      (ii) below applies), upon ______ days prior written notice which notice\n      shall specify the breach; provided such breach has not been corrected\n      during such ______ day notice period;\n\n            (ii)  The other party is in material breach of Section 7; or\n\n            (iii) The other party becomes insolvent or makes any assignment for\n      the benefit of creditors or similar transfer evidencing insolvency; or\n      suffers or permits the \n\n\n                                                                               6\n\n\n      commencement of any form of insolvency or receivership proceeding; or has\n      any petition under any bankruptcy law filed against it, which petition is\n      not dismissed within sixty (60) days of such filing; or has a trustee or\n      receiver appointed for its business or assets or any part thereof.\n\n      (d)   OTHER REMEDIES. All remedies set forth in this Section 5 shall be in\naddition to and not in lieu of all other remedies available under this\nAgreement.\n\n      (e)   EFFECT OF TERMINATION. In the event of termination or expiration of\nthis Agreement for any reason each Sections ______________ shall survive\ntermination. Neither party shall be liable to the other for damages of any sort\nresulting solely from terminating this Agreement in accordance with its terms.\n\n      3.    INDEMNIFICATION.\n\n      (a)   COMPANY GENERAL INDEMNIFICATION. The Company agrees to indemnify,\ndefend, and hold Webhelp, its holding companies, affiliates and successors and\ntheir respective officers, directors and employees harmless from and against any\nand all third party claims, actions, causes of action, demands, costs,\nliabilities, expenses, and damages (including reasonable attorneys' fees and\nexpenses) arising out of or in connection with: (i) the Company's breach of any\nprovision of this Agreement, including the representations and warranties set\nforth in Section 7 below; (ii) any reckless or willful act or omission of the\nCompany or its employees and temporary employees, independent contractors or\nagents in connection with the services provided under this Agreement; or (iii)\nany obligation or liability to employ or assume the obligations to or\nliabilities of any Company employee that may arise as a result of the transfer\nor termination of such Company employees (regular or temporary) or any act or\nomission of the Company relating to such transfer or termination.\n\n      (b)   WEBHELP GENERAL INDEMNIFICATION. Webhelp agrees to indemnify,\ndefend, and hold the Company, its holding companies, affiliates and successors\nand their respective officers, directors and employees harmless from and against\nany and all third party claims, actions, causes of action, demands, costs,\nliabilities, expenses, and damages (including reasonable attorneys' fees and\nexpenses) arising out of or in connection with: (i) Webhelp's breach of any\nprovision of this Agreement, including the representations and warranties set\nforth in Section 7 below; or (ii) any reckless or willful act or omission of\nWebhelp or its employees and temporary employees, independent contractors or\nagents in connection with the services provided under this Agreement.\n\n      (c)   INDEMNIFICATION PROCESS. If any action shall be brought against\nindividual or entity indemnified hereunder (the \"Claimant\") in respect to which\nindemnity may be sought from the other party (the \"Indemnifying Party\") pursuant\nto the provisions of this Section 5, the Claimant shall promptly notify the\nIndemnifying Party in writing, specifying the nature of the action and the total\nmonetary amount sought or other such relief as is sought therein; provided that\n(i) the Claimant's failure to give any such notice shall not impair or limit any\nClaimant's rights hereunder except to the extent that Indemnifying Party is\nprejudiced thereby and (ii). The Claimant shall cooperate with the Indemnifying\nParty at the Indemnifying Party's expense in all reasonable respects in\nconnection with the defense of any such action. The Indemnifying Party \n\n\n                                                                               7\n\n\nmay upon written notice to the Claimant undertake to conduct all proceedings or\nnegotiations in connection therewith, assume the defense thereof, and if it so\nundertakes, it shall also undertake all other required steps or proceedings to\nsettle or defend any such action, including the employment of counsel which\nshall be satisfactory to the Claimant, and payment of all expenses. The Claimant\nshall have the right to employ separate counsel and participate in the defense.\nThe Indemnifying Party shall reimburse the Claimant upon demand for any payments\nmade or loss suffered by it at any time after the date of tender, based on the\njudgment of any court of competent jurisdiction or pursuant to a bona fide\ncompromise or settlement of claims, demands, or actions, in respect to any\ndamages to which the foregoing relates; provided that no settlement shall be\nmade by the Indemnifying Party without the prior written consent of the Claimant\nunless such settlement contains a general release of the Claimant by all adverse\nparties in such action in form and substance reasonably acceptable to the\nClaimant.\n\n      (d)   The indemnification obligations hereunder shall survive any\ntermination of this Agreement notwithstanding any other provision herein to the\ncontrary.\n\n      (e)   NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,\nINCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR\nRELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF\nBUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE\nLIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\nTHIS SECTION ___ SHALL NOT APPLY TO EITHER PARTY'S ABILITY TO OBTAIN INJUNCTIVE\nOR OTHER EQUITABLE RELIEF.\n\n\n      3.    CONFIDENTIAL INFORMATION AND CONFIDENTIAL MATERIALS.\n\n      (a)   DISCLOSURE. Receiving Party shall not disclose any Confidential\nInformation to third parties for five (5) years following the date of its\ndisclosure by Disclosing Party to Receiving Party, except to Receiving Party's\nemployees or consultants as provided below. However, Receiving Party may\ndisclose Confidential Information in accordance with judicial or other\ngovernmental order, provided Receiving Party shall give Disclosing Party\nreasonable notice prior to such disclosure and shall comply with any applicable\nprotective order or equivalent.\n\n      (b)   SECURITY. Receiving Party shall take reasonable security\nprecautions, at least as great as the precautions it takes to protect its own\nconfidential information, to keep confidential the Confidential Information.\nReceiving Party may disclose Confidential Information or Confidential Material\nonly to Receiving Party's employees or consultants on a need-to-know basis.\nReceiving Party will have executed or shall execute appropriate written\nagreements with its employees and consultants sufficient to enable it to comply\nwith all the provisions of this Agreement.\n\n      (c)   PERMITTED DISCLOSURE AND USE. Confidential Information and\nConfidential Materials may be disclosed, reproduced, summarized or distributed\nonly in pursuance of Receiving Party's business relationship with Disclosing\nParty, and only as otherwise provided hereunder. \n\n\n                                                                               8\n\n\nReceiving Party agrees to segregate all such Confidential Materials from the\nconfidential materials of others in order to prevent commingling.\nNotwithstanding Section 6(a) above, either party may (x) disclose the terms of\nthis Agreement (including but not limited to its existence) and all discussions\nand negotiations related thereto (i) to its employees, affiliates and its\nimmediate legal and financial consultants as required in the ordinary course of\nthat party's business, provided that such employees, affiliates and\/or legal\nand\/or financial consultants agree in advance of disclosure to treat such terms\nand conditions confidentially and (ii) as required by law or in any governmental\nor quasi-governmental (E.G., securities exchange, Nasdaq or National Association\nof Securities Dealers, Inc.) filing or (y) use the name of the other party in a\npress release or public announcement(s) relating to the rights and obligations\nset forth in this Agreement and\/or the relationship established by this\nAgreement; provided that neither party shall issue any such press release or\nmake any public announcement(s) without providing the other party with two\nbusiness days to review the proposed release or announcement.\n\n      (d)   SOFTWARE. Receiving Party may not reverse engineer, de-compile or\ndisassemble any software disclosed to Receiving Party.\n\n      (e)   UNAUTHORIZED DISCLOSURE. Receiving Party shall notify Disclosing\nParty immediately upon discovery of any unauthorized use or disclosure of\nConfidential Information and\/or Confidential Materials, or any other breach of\nthis Agreement by Receiving Party, and will cooperate with Disclosing Party in\nevery reasonable way to help Disclosing Party regain possession of the\nConfidential Information and\/or Confidential Materials and prevent its further\nunauthorized use.\n\n      (f)   RETURN AND DESTRUCTION. Receiving Party shall return all originals,\ncopies, reproductions and summaries of Confidential Information or Confidential\nMaterials at Disclosing Party's request, or at Disclosing Party's option,\ncertify the destruction thereof.\n\n      (g)   EQUITABLE RELIEF. Receiving Party acknowledges that monetary damages\nmay not be a sufficient remedy for unauthorized disclosure of Confidential\nInformation and that Disclosing Party shall be entitled, without waiving any\nother rights or remedies, to such injunctive or equitable relief as may be\ndeemed proper by a court of competent jurisdiction.\n\n      (h)   OWNERSHIP. All Confidential Information and Confidential Materials\nare and shall remain the property of Disclosing Party. By disclosing information\nto Receiving Party, Disclosing Party does not grant any express or implied right\nto Receiving Party to or under Disclosing Party parents, copyrights, trademarks,\nor trade secret information.\n\n      (i)   EXPORT. Both parties agree that they do not intend nor will they,\ndirectly or indirectly, export or re-export (i) any Confidential Information or\nConfidential Materials, or (ii) any product (or any part thereof), process or\nservice that is the direct product of the Confidential Information or Materials\nto (A) any country that is subject to U.S. export restrictions (currently\nincluding, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea,\nLibya, the Federal Republic of Yugoslavia (Serbia and Montenegro) and Sudan), or\nto any national of any such country, wherever located, who intends to transmit\nor transport the products back to such country; (B) to any end-user who either\nparty knows or has reason to know will utilize them in the design, \n\n\n                                                                               9\n\n\ndevelopment or production of nuclear, chemical or biological weapons; or (C) to\nany end-user who has been prohibited from participating in U.S. export\ntransactions by any federal agency of the U.S. government.\n\n      (j)   FEEDBACK. Either party may from time to time provide suggestions,\ncomments or other feedback to the other party with respect to Confidential\nInformation provided originally by the other party (hereinafter \"Feedback\").\nBoth parties agree that all Feedback is and shall be entirely voluntary and\nshall not, absent separate agreement, create any confidentiality obligation for\nthe Receiving Party. However, the Receiving Party shall not disclose the source\nof any feedback without the providing party's consent. Feedback shall be clearly\ndesignated as such and, except as otherwise provided herein, each party shall be\nfree to disclose and use such Feedback as it sees fit, entirely without\nobligation of any kind to the other party. The foregoing shall not, however,\naffect either party's obligations hereunder with respect to Confidential\nInformation of the other party.\n\n      (k)   CUSTOMER INFORMATION. The Company acknowledges and agrees that the\ninformation acquired by the Company in connection with the provision of Services\npursuant to this Agreement, including, without limitation, customer and prospect\ninformation, sales information (including, without limitation, customer names,\naddresses and telephone numbers) may not be used by the Company and is the\nproperty of Webhelp.\n\n      8.    NON-COMPETITION. During the Term and for a period of [one] year\nthereafter, the Company shall not, without obtaining prior written consent from\nWebhelp, directly or indirectly (including, without limitation, though its\naffiliates or any of its or their respective officers, directors or managers),\nengage in any activity or act in any manner, including but not limited to, as an\nowner, founder, associate, promoter, partner, joint venture, shareholder (other\nthan as a less than five percent (5%) shareholder of a publicly traded\ncorporation), officer, director, trustee, manager, employer, employee,\nindependent contractor, subcontractor, principal, agent, salesman, broker,\nrepresentative consultant, advisor, investor or otherwise, as or for any\nbusiness or entity that is engaged in a business that provides real-time human\nassistance services using the Internet. The Company acknowledges that monetary\ndamages may not be a sufficient remedy for breach of this Section 8 and that\nWebhelp shall be entitled, without waiving any other rights or remedies, to such\ninjunctive or equitable relief as may be deemed proper by a court of competent\njurisdiction.\n\n      9.    WARRANTIES.\n\n      (a)   The Company warrants that:\n\n            (i)   it possesses all necessary authority to enter into this\n      Agreement, and that by so doing it does not violate any other agreements\n      to which it is a party;\n\n            (ii)  the Services it will provide shall conform in all material\n      respects with all requirements set forth in this Agreement including,\n      without limitation, those Service requirements set forth in Schedule I;\n      and\n\n\n                                                                              10\n\n\n            (iii) in providing the Services, the Company, including all Web\n      Wizard-TM- Professionals, shall conform to and comply with all applicable\n      laws and government rules and regulations. The Company assumes all\n      responsibility for providing to the Web Wizard-TM- Professionals any\n      training that may be required to ensure compliance with such laws.\n\n      (b)   Webhelp warrants that:\n\n            (i)   it possesses all necessary authority to enter into this\n      Agreement, and that by so doing it does not violate any other agreements\n      to which it is a party; and\n\n            (ii)  all phrases and product descriptions supplied by Webhelp to\n      the Company shall be accurate and complete.\n\n      (c)   THIS SECTION 7 CONTAINS THE ONLY WARRANTIES, EXPRESS OR IMPLIED,\nMADE BY EITHER PARTY. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE\nEXPRESSLY EXCLUDED AND DECLINED. EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES,\nPROMISES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,\nTITLE AND\/OR NON-INFRINGEMENT.\n\n      9.    INDEPENDENT CONTRACTOR. At all times, the Company shall render and\nperform its services hereunder as an independent contractor in accordance with\nits own standards, subject to the Company's compliance with the provisions of\nthis Agreement and with all applicable laws, ordinances and regulations. Webhelp\nshall not have or exercise any control or direction over the Company in the\nperformance of the Company's services under this Agreement. Under no\ncircumstances shall either party hereto, any of its officers, directors or\nemployees or any other person employed by or associated with such party be\ndeemed to be an employee of the other party. Neither party nor any director,\nofficer, employee, agent or representative of such party shall be entitled to\nany of the employment-related benefits (including, without limitation, fringe\nbenefits and worker's compensation benefits) afforded by the other party to its\nemployees by virtue of this Agreement.\n\n      10.   PAYMENT OF APPLICABLE TAXES. The Company shall be solely responsible\nfor the payment of all applicable federal, state and local income taxes, gross\nreceipt taxes, FICA, unemployment and disability benefits and worker's\ncompensation obligations arising out of or relating to the performance by the\nCompany of services pursuant to this Agreement. It is expressly acknowledged and\nagreed by the parties hereto that neither party hereto shall withhold or in any\nway be responsible for the payment of any national, federal, state, provincial\nor local income or occupational taxes, gross receipt taxes, FICA taxes,\nunemployment compensation, disability benefits, or worker's compensation\ncontribution, or any other similar payments for or on behalf of the other party\nhereto or its employees, agents or representatives. Any state or local sales or\nuse taxes now or hereafter imposed on the provision of goods and services to\nWebhelp by the Company under this Agreement that (A) are owed by Webhelp solely\nas a result of entering into this Agreement and the payment of the fees\nhereunder, (B) are required to be collected from Webhelp by the Company under\napplicable law, and (C) are based solely upon the \n\n\n                                                                              11\n\n\namounts payable under this Agreement (such taxes the \"Collected Taxes\"), shall\nbe stated separately as applicable on the Company's invoices and shall be\nremitted by Webhelp to the Company, and, if and as required, the Company shall\nremit to Webhelp official tax receipts indicating that such Collected Taxes have\nbeen paid by the Company. Webhelp may provide to the Company an exemption\ncertificate acceptable to the relevant taxing authority (including without\nlimitation a resale certificate) in which case the Company shall not collect the\ntaxes covered by such certificate. If taxes are required to be withheld on any\namounts otherwise to be paid by Webhelp to the Company, Webhelp will deduct such\ntaxes from the amount otherwise owed and pay them to the appropriate taxing\nauthority. At the Company's written request and expense, Webhelp will cooperate\nwith and assist the Company in obtaining tax certificates or other appropriate\ndocumentation evidencing such payment. [TO BE REVIEWED BY INDIAN COUNSEL AND\nU.S. TAX COUNSEL. ASSUMES THERE ARE NO INDIAN WITHHOLDING OBLIGATIONS.]\n\n      11.   RELINQUISHMENT OF RECORDS. Upon the termination of this Agreement,\neach party hereto shall promptly return to the other party upon request any and\nall files, data and materials owned by the requesting party and made available\nto the other party pursuant to this Agreement.\n\n      12.   AMENDMENT OR MODIFICATION, WAIVER. No provision of this Agreement\nmay be amended or modified unless such amendment or modification is agreed to in\nwriting and signed by each party hereto. Except as otherwise specifically\nprovided in this Agreement, no waiver by any party hereto of any breach by the\nother party hereto of any condition or provision of this Agreement to be\nperformed by such other party shall be deemed a waiver of a similar or\ndissimilar provision or condition at the same or any prior or subsequent time.\n\n      13.   NOTICES. All notices, requests, demands and other communications\nunder this Agreement shall be in writing and shall be deemed to have been duly\ngiven (i) on the date of service if served personally on the party to whom\nnotice is given, (ii) on the day of transmission if sent via facsimile\ntransmission to the facsimile number given below, provided telephonic\nconfirmation of receipt is obtained promptly after completion of transmission,\n(iii) on the business day after delivery to an overnight courier service or the\nExpress mail service maintained by the United States Postal Service, provided\nreceipt of delivery has been confirmed, or (iv) on the fifth day after mailing,\nif mailed by registered or certified mail, postage prepaid, properly addressed\nand return-receipt requested, in all cases to the parties as follows:\n\n      If to the Company:\n\n\n\n\n\n      If to Webhelp:\n\n      One Dundas Street West\n      Suite 2500\n      Toronto, Ontario  M5G 1Z3\n      Canada\n\n\n\n                                                                              12\n\n\n      Attention: Laura Hantho\n      Telecopier: (416) 204-1939\n\n      With a copy to:\n\n      John D. Burton\n      Webhelp.com Inc.\n      237 Park Avenue\n      20th Floor\n      New York, New York 10017\n      U.S.A.\n      Telecopier: (646) 349-2065\n\n\nAny party may change its address by giving the other party written notice of its\nnew address in the manner set forth above.\n\n      14.   ENTIRE AGREEMENT. This Agreement contain the entire agreement\nbetween the parties hereto with respect to the subject matter hereof and\nthereof. This Agreement supersede all prior understandings, negotiations and\nagreements between the parties with respect to the subject matter hereof.\n\n      15.   SEVERABILITY. If any provision herein contained shall be held to be\nillegal or unenforceable, such holding shall not affect the validity or\nenforceability of the other provisions of this Agreement.\n\n      16.   GOVERNING LAW. This Agreement shall be construed in accordance with\nthe laws of the State of New York applicable to contracts entered into and to be\nperformed entirely within that State, without reference to any conflict of laws\nprinciples that would apply the laws of any other jurisdiction.\n\n      17.   ASSIGNMENT. This Agreement may not be assigned in whole or in part\nby either party hereto without the prior written consent of the other, and any\nattempted assignment in violation of this Section 13 shall be null and void.\n\n      18.   BINDING EFFECT. This Agreement shall be binding upon, and inure to\nthe benefit of, the parties hereto, and their respective successors and\npermitted assigns.\n\n      19.   COUNTERPARTS. This Agreement may be executed in counterparts and\neach of such counterparts shall for all purposes be deemed to be an original,\nbut all such counterparts shall together constitute one and the same instrument.\n\n      20.   INTEREST IN OTHER BUSINESSES. Nothing contained herein shall create\nany right or entitlement in the Company or Webhelp to participate in any other\nrelated or unrelated activity conducted by the other party and each party\nfurther acknowledges that nothing contained herein shall create any interest,\nright or entitlement of such party in any present or future operations,\nactivities or facilities owned, managed or otherwise related to the other party\nhereto or its \n\n\n                                                                              13\n\n\nsubsidiaries or affiliates, other than the rights of the parties hereto as\nexpressly provided herein and in the other agreements entered into as of the\ndate hereof between the parties.\n\n      21.   INTENTIONS OF THE PARTIES. The parties hereto intend, in good faith,\nthat this Agreement and the transactions contemplated hereby be conducted in\nsuch a manner so as to comply with all applicable laws, rules and regulations\ngoverning the services contemplated hereby.\n\n\n\n                                      * * *\n\n\n\n                                                                              14\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed by their duly authorized representatives as of the date first above\nwritten.\n\n\n\n                                          WEBHELP.COM INC.\n\n\n\n                                          By  __________________________\n                                              Name:\n                                              Title:\n\n\n                                          [               ]\n\n\n                                          By  __________________________\n                                              Name:\n                                              Title:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9302],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9616],"class_list":["post-42899","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-webhelpcom-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42899","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=42899"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42899"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42899"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42899"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}