This agreement is entered into as of ____________________________________("Effective Date") by and between Webmasters, Inc., located at 550 Files Rd., Suite 255, Hot Springs, AR. 71913, an Arkansas corporation and _______________________ (Licensee), located at _______________________________. We offer an internet service to consumers, and Licensee is a service located at ______________________. Licensee would link to through links we provide to offer services to Licensee's consumers, and Webmaster's Inc. desires to provide such access to the site we specify and the service based on the terms and conditions specified herein. 1. Obligations of the Parties. 1.1 Set-up and Maintenance of links. Licensee agrees to perform those services necessary to set-up and maintain the appropriate links to the site specified at the Licensee site for the term of this Agreement. 1.2 Payments and Fees. During the term of this Agreement, Webmasters, Inc. shall pay Licensee transaction fees in accordance with the terms and schedule se forth in Exhibit A attached hereto (the "Transaction Fees"), All payments and fees paid to either party hereunder shall be made by check or wire transfer in US dollars to other parties bank account. 1.3 Confidentiality. Each party to this Agreement acknowledges that certain information that it receives from the other party (the "Disclosing Party") will constitute the confidential and proprietary information of the disclosing party ("Confidential Information"), and agrees that it will take all reasonable steps to preserve the strict confidentiality of any such information' provided that such information in tangible form is clearly marked as confidential and oral disclosures are promptly confirmed as confidential in writing. The receiving party will safeguard the confidential information with the same degree of credit that it uses to protect it's own confidential information. Each party agrees to restrict it's internal distribution of the other party's confidential information to its employees and agents who have a need to know, and to take such steps to ensure that its dissemination is so limited. For purposes of this agreement, confidential information shall not include any information to the extent that such information is presently, or subsequently becomes, generally available to the public without a wrongful act of the receiving party' (b) is information which the disclosing party agrees in writing may be disclosed without restriction; (c) is already known to the receiving party; (d) is developed independently by the receiving party without reference to any confidential information of the disclosing party; (c) is furnished by the disclosing party to a third party without restriction on disclosure; or (f) is disclosed pursuant to a court order. 2. Term and Termination. 2.1 Term. The term of this Agreement shall be for a period of 12 months from the Effective Date. 2.2 Termination for cause. Either party may terminate this agreement at any time upon the giving of written notice: (i) in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period continuing more than thirty days (30) after the aggrieved party shall have given the other party written notice specifying such failure or; (ii) in the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium. 2.3 Effect of Termination. Upon termination of this Agreement for any reason, all rights and licenses granted hereunder under this Agreement shall terminate and licensee shall immediately cease use of the links provided.
2.4 Termination by Webmasters, Inc. Webmasters, Inc. reserves the right, in it's sole discretion, to promptly terminate this service in the event licensee uses this service in any libelous, defamatory, or inappropriate manner. Exhibit A - Transaction Fees Webmasters, Inc. shall pay transaction fees to licensee in accordance with the following terms. 2. Quote Activity. Quotations shall be deemed to have occurred when a licensee consumer completes and submits the request for quotes. 3. Quote Fees - Motor Vehicle Insurance. Licensee will receive a fee of $3.25 for each quote request submitted. We will not pay for any Quote where all consumers are age 19 and younger. 4. Quote Fees - All other insurance lines. Licensee will receive a fee of $2.50 for each quote submitted. No fees will be paid for any quote where all consumers are age 19 and younger. 5. Tracking. Webmasters, Inc. will assign licensee a tracking code which will track the requests sourced through the licensee site from quotes soured from other programs. A daily report will be emailed each morning based on the previous days activity and at the end of each calendar month a statement will be mailed based on the months activity. 6. Payment Terms. Fees will be paid to licensee monthly within thirty (30) days after the end of each calendar month of this agreement.
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