AdTraktion Distribution Agreement

PAID LISTINGS DISTRIBUTION AGREEMENT This Paid Listings Distribution Agreement (the “Agreement”) is entered into as of «TODAY» (the “Effective Date”) by and between the AdTraktion, an American corporation incorporated in the State of Delaware (“AdTraktion”) and «ACCOUNT_NAME», a corporation organized under the laws of «ACCOUNT_BILLINGSTATE», «ACCOUNT_BILLINGCOUNTRY» (the "Partner"). 1. Definitions 1.1. “Confidential Information” means any and all information, whether provided in writing, orally, visually, electronically or by other means, related to the services and/or business of a party and is treated as confidential or secret by the party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy) including, but not limited to, the terms and conditions of this Agreement. Confidential Information for the purposes of this Agreement shall include information which has been disclosed to the disclosing party by a third party and which the disclosing party is obligated to treat as confidential or secret. Notwithstanding the foregoing, “Confidential Information” shall not include information (a) already lawfully known to or independently developed by the receiving party as evidenced by its written records, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party without any obligation of confidentiality. 1.2. “Distributor” means Partner’s third party distributors, subdistributors, resellers or agents, authorized by Partner in accordance with the terms and conditions of this Agreement to distribute the Paid Listings, and who have executed an agreement as set forth in Section 2.6.2. 1.3. “End User” means visitors to the website(s) that comprise the Partner Network. 1.4. “Intellectual Property Right(s)” means all current and future worldwide intellectual property rights, including, without limitation, all patents, copyrights, customer information and knowhow, and applications and registrations for any of the foregoing, but excluding trademarks and service marks. 1.5. “Paid Listings” means the advertiser listings generated by AdTraktion’ servers in response to a query from Partner’s servers for display on the Partner Network. 1.6. “Partner Network” means the websites owned and operated by Partner, and the websites owned and operated by third parties who meet the criteria to act as Distributors of the Paid Listings and who are pre-cleared as Distributors pursuant to the process set forth in Section 2.6.2. 1.7. “Qualified Click” occurs when an End User clicks on a paid listing in the Paid Listings displayed on a web page in the Partner Network and the advertiser’s destination page fully loads to the End User’s browser. For the avoidance of doubt, “Qualified Clicks” shall not include clicks which are (a) reasonably likely to be fraudulent clicks as determined by AdTraktion’ proprietary click tracking and anti-fraud system (including, without limitation, clicks generated by software, robots, or users paid or otherwise incented to click without a bona fide intent to view the underlying content of the advertiser’s destination page), (b) clicks with null referrers, and/or (c) generated from websites not approved by AdTraktion or otherwise in violation of Section 2.6. AdTraktion’ determination of Qualified Clicks shall be binding on the parties for all purposes hereunder. 2. Appointment and Grant of Licenses 2.1. Appointment. Subject to the terms of this Agreement, AdTraktion hereby appoints Partner, and Partner hereby accepts such appointment and agrees to act, as a non-exclusive distributor of the Paid Listings on the Partner Network. 2.2. License. Subject to Partner’s compliance with the terms of this Agreement, including without limitation the restrictions in Section 2.6, AdTraktion grants Partner a limited, non-exclusive, nontransferable right to use, publicly perform and display, and reproduce the Paid Listings, in electronic form only, for the sole purpose of displaying the Paid Listings to End Users on the Partner Network. Partner will have no right to use, perform, display or reproduce the Paid Listings for any other purpose. 2.3. Sublicense to Distributors. Subject to Partner’s compliance with the terms of this Agreement, including without limitation the restrictions in Section 2.6, AdTraktion grants Partner a limited, non-exclusive, non-transferable right to distribute and sublicense, during the Term of this Agreement, the Paid Listings via the Internet to End Users through one or more Distributors. 2.5. Trademark License. Subject to Partner’s compliance with the terms of this Agreement, AdTraktion hereby grants to Partner a non-exclusive, non-transferable license to use the AdTraktion trademarks in connection with Partner’s distribution and promotion of the Paid Listings on the Partner Network. Partner’s use will be in accordance with applicable law and AdTraktion’ guidelines regarding advertising and trademark usage as established from time to time. Except as specified herein, Partner will have no right to use, reproduce or allow others to use or reproduce any AdTraktion trademarks. Any goodwill in the AdTraktion trademarks that results from Partner’s use of such trademarks will inure to the benefit of AdTraktion. 2.6. Limitations of Licenses. 2.6.1. Display of Paid Listings. Partner shall display all Paid Listings obtained from AdTraktion in the format received from AdTraktion. Partner shall not re-order, modify, edit, or truncate in any way the listings contained in any Paid Listings, including without limitation, the Paid Listings’ content, graphics, format, sequence, or any other aspect of the Paid Listings, without AdTraktion’ prior written consent. Partner shall not distribute or display any Paid Listings on any website(s) that are illegal, promote illegal activities, violate any third party rights, or which are reasonably likely to subject AdTraktion or its advertisers to negative publicity. 2.6.2. Sublicense Restrictions. Partner shall, prior to sublicensing the Paid Listings for display on any third party website(s), (a) submit the legal name, business address, contact information and URL of such Distributor to AdTraktion, (b) obtain AdTraktion’ prior written consent to distribution of Paid Listings with such Distributor, and (c) require such Distributor to execute a sublicense agreement that requires the Distributor to protect AdTraktion’ rights to at least the same extent required of Partner in this Agreement and that expressly makes AdTraktion a third party beneficiary of the sublicense agreement, with the right to enforce it. AdTraktion shall retain absolute authority to approve or reject any proposed distribution of its Paid Listings to any Distributor, and to withdraw its approval at any time for any reason, effective immediately upon notice to Partner. For the avoidance of doubt, AdTraktion shall have no obligation to make any payments to Partner hereunder in connection with clicks generated from third party website(s) that are not authorized as Distributors hereunder, even if AdTraktion collects revenue from such clicks. Upon request, Partner shall provide a copy of the sublicense agreement to AdTraktion, and AdTraktion may request that Partner modify its sublicense agreement to comply with the terms of this Agreement. Partner shall enforce the terms and conditions of its sublicense agreements and promptly inform AdTraktion in writing of any breach of the terms thereof. 2.6.3. There are no implied licenses under this Agreement, and any rights not expressly granted to Partner hereunder are reserved by AdTraktion. Partner shall not make any use of the Paid Listings provided by AdTraktion except as expressly permitted herein. 3. Obligations of the Parties Confidential October 25, 2009 Page 1 PAID LISTINGS DISTRIBUTION AGREEMENT 3.1. General. Each party agrees to designate a single contact (each a “Relationship Manager”) for the other party to coordinate the resolution of business and technical issues. The Relationship Managers shall use commercially reasonable efforts to meet in person or by web conference or telephone at least one (1) time each month. 3.2. AdTraktion’ Obligations. AdTraktion shall be responsible for all support and maintenance services for the Paid Listings. Subject to Partner’s compliance with the terms of this Agreement, AdTraktion will: 3.2.1. deliver the Paid Listings in response to requests from Partner’s servers in accordance with the timetable and specifications set forth on Exhibit A. 3.2.2. provide access to Partner to a password-protected online account and daily tracking reports during the Term, solely for Partner’s internal use. Partner will use all individually identifiable personal information derived from or included in the online account or tracking reports in accordance with its privacy policy and applicable law, which shall be published on Partner’s website and shall meet all applicable laws and industry standards for privacy protection. 3.3. Partner’s Obligations. 3.3.1. Partner shall be responsible for all End User support and maintenance services for its website(s). 3.3.2. Partner shall incorporate the Paid Listings supplied to it by AdTraktion into the website(s) of the Partner Network pursuant to the terms and conditions of this Agreement and in accordance with Exhibit A. 3.3.3. Partner shall monitor its Distributor network and enforce its sublicense agreements with Distributors. 4. Payment 4.1. Revenue Share. Subject to the terms and conditions of this Agreement, AdTraktion will pay Partner ___% of revenue generated from Qualified Clicks on the Partner Network, as set forth in Exhibit B. 4.2. Payment Terms. Payment of all amounts hereunder will be in U.S. dollars. Payments earned during any given calendar month shall be paid within 45 days of the end of that month. 4.3. Quality Assurance. AdTraktion reserves the right to discontinue service and/or withhold payment at anytime, without liability to the Partner, if AdTraktion reasonably suspects any form of fraud, illegal or immoral practices occurring on or with regards to the Partner Network. Fraud shall include without limitation multiple clicks on the same listings by the same End User or any pattern of misuse by an End User, Partner, and/or Partner’s Distributor(s). Illegal and immoral activities shall include without limitation any type of activity, text, image, or use that may violate applicable law or offend or have a negative impact on AdTraktion, its advertisers or business associates. AdTraktion may, at its sole discretion, credit back to advertisers and/or offset against future payments to Partner any Qualified Clicks which it determines to be fraudulent or invalid in nature. Partner also agrees that AdTraktion can only pay the Partner for clicks for which it was able to charge its clients (i.e., in the event of system failure or technical trouble which prevents AdTraktion from tracking clicks or collecting revenue, AdTraktion will not be liable to pay Partner for clicks). 4.4. Audit. Each party shall maintain complete and accurate accounting records, to support and document distribution of Paid Listings, Qualified Clicks and amounts owed under this Agreement and shall retain such records for three (3) years after termination or expiration of the Agreement. Each party shall, upon written request of the other party, provide audit access to such records to the requesting party or an independent certified public accountant selected by the requesting party. Such access shall occur at the offices of the audited party, upon 10 business days’ advance notice, and in a manner reasonably calculated not to disturb the ongoing business operations of the audited party. If any such audit shall disclose a shortfall or surplus in payment, then the amount of such shortfall or surplus shall be included in or deducted from the next periodic payment made hereunder. 5. Ownership; License 5.1. Partner Ownership. Notwithstanding any other provision within this Agreement to the contrary, Partner retains ownership of all right, title and interest to any and all Intellectual Property Rights, developed, owned or created by Partner without access to or use of any Intellectual Property Right of AdTraktion, in the Partner website(s) (“Partner Rights”). Except for the licenses set forth in this Agreement, nothing in this Agreement grants to AdTraktion any rights to any of the foregoing. 5.2. AdTraktion Ownership. Notwithstanding any other provision within this Agreement to the contrary, AdTraktion retains ownership of all right, title and interest to any and all Intellectual Property Rights developed, owned or created by AdTraktion without access to or use of any Intellectual Property Right of Partner, in the Paid Listings, including any customer lists, improvements, enhancements or modifications thereto made by AdTraktion or any third party (“AdTraktion Rights”). To the extent such material is in Partner’s or its Distributors’ possession or control, Partner will take all reasonable and necessary measures to protect the AdTraktion Rights. Except for the licenses set forth in this Agreement, nothing in this Agreement grants to Partner any rights to any of the foregoing. 6. Confidentiality 6.1. Confidential Information. Each party acknowledges that Confidential Information under its control may be disclosed to the other party during the performance of this Agreement. Each party agrees that it shall use the other’s Confidential Information solely for purposes of performing its obligations under the Agreement and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Confidential Information, to prevent the duplication or disclosure of the other’s Confidential Information, other than by or to its employees or agents who must have access to the Confidential Information to perform such party’s obligations hereunder, who shall each agree to be bound by similar confidentiality obligations. Each party agrees that if it is required by law, regulation or order of any governmental body or regulatory authority to disclose the other party’s Confidential Information, such disclosing party must first give written notice of such required disclosure to the other party, make a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing party to participate in the proceeding. These obligations shall continue for three (3) years following termination or expiration of this Agreement with respect to Confidential Information. 6.2. Return of Confidential Information. Upon termination of this Agreement, or upon disclosing party’s request, the receiving party shall promptly return or destroy all manifestations of Confidential Information of the disclosing party and so certify to the disclosing party in writing. 6.3. Remedies. Each party acknowledges that any breach of this Section 7 would cause irreparable injury to other party for which monetary damages may not be an adequate remedy. Accordingly, in addition to other available remedies, a damaged party shall be entitled to seek appropriate injunctive relief and other equitable remedies without the posting of any bond in the event of such breach. 6.4. Confidentiality of Agreement. Each party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms and conditions of this Agreement: (i) as required by law; (ii) as part of filings with any court or governmental entities, including Confidential October 25, 2009 Page 2 PAID LISTINGS DISTRIBUTION AGREEMENT without limitation the IRS and SEC, or with national securities exchanges; (iii) to legal counsel of the parties; (iv) under the terms and conditions of a non-disclosure agreement to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) in connection with an actual or proposed merger, acquisition, or similar transaction. 7. Limited Liability NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, EXCEPT FOR A PARTY’S CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 6 OR A PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 9, UNDER ANY BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND RELIANCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL ADTRAKTION’ TOTAL LIABILITY TO COMPANY OR ANY THIRD PARTY FOR DIRECT DAMAGES EXCEED THE TOTAL NET REVENUE ACTUALLY RECEIVED BY ADTRAKTION UNDER THIS AGREEMENT. THE LIMITATIONS OF THIS SECTION 7 SHALL APPLY EVEN IF EITHER OR BOTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 8. Warranties 8.1. Authority. Each party warrants and represents to the other that: (i) it is a corporation duly organized and validly existing under the laws of the jurisdiction above stated, with full power and authority to carry on its business as now conducted and to enter into and carry out the terms of this Agreement; (ii) it has obtained all necessary corporate and other authorizations and approvals required for the execution and delivery of this Agreement; (iii) this Agreement constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms, subject to the laws of bankruptcy and laws of general applicability relating to or affecting enforcement of creditors’ rights, and judicial discretion in the application of principles of equity; and (iv) the execution, delivery and performance of this Agreement shall not conflict with or result in a breach of any other agreement to which it is a party or breach of any third party right. 8.2. Employees and Contractors. Each party warrants and represents that it has and shall obtain nondisclosure, assignment of rights and other appropriate agreements with its employees and contractors sufficient to protect the other party’s Confidential Information, and sufficient to allow it to provide each party with the rights and licenses provided for herein, such agreements to contain terms and conditions no less restrictive than those set forth herein. 8.3. Warranty for Paid Listings. ADTRAKTION HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE PAID LISTINGS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ADTRAKTION DOES NOT WARRANT THAT USE OF THE PAID LISTINGS WILL BE UNINTERRUPTED OR ERROR FREE. PARTNER ACKNOWLEDGES THAT ADTRAKTION DOES NOT AND CANNOT GUARANTEE THAT ITS CLICK TRACKING SYSTEMS WILL RECORD EACH QUALIFIED CLICK, THAT IT WILL BE ABLE TO COLLECT FROM ITS ADVERTISERS FOR ALL QUALIFIED CLICKS DELIVERED BY PARTNER, OR THAT PARTNER’S ONLINE ACCOUNT AND DAILY REPORTS WILL BE ACCURATE OR FREE FROM ERRORS OR UNAUTHORIZED INTRUSION. 9. Indemnification 9.1. Indemnity by AdTraktion. Subject to the limitations set forth in Section 9.3 below, AdTraktion agrees to indemnify, defend and hold harmless Partner and its officers, directors, agents and employees against any and all losses, liabilities, damages and penalties, and all related costs and expenses (including reasonable attorneys’ fees) arising directly from claims made by a third party of infringement or misappropriation of any copyright, trademark or trade secret of any third party in connection with the Paid Listings. 9.2. Indemnity by Partner. Subject to the limitations set forth in Section 9.3 below, Partner agrees to indemnify, defend and hold harmless AdTraktion and its officers, directors, agents and employees (together the “AdTraktion Indemnified Parties”) against any and all losses, liabilities, damages and penalties, and all related costs and expenses (including reasonable attorneys’ fees) arising from claims made by a third party of infringement or misappropriation of any Intellectual Property Right or trademark or service mark right in connection with Partner’s business activities. Partner shall be solely responsible for, and Partner agrees to indemnify, defend and hold harmless the AdTraktion Indemnified Parties against, any and all losses, liabilities, damages and penalties, and all related costs and expenses (including reasonable attorneys’ fees) arising directly or indirectly from claims made by a third party in connection with the acts of Partner, or its employees, agents or Distributors, not in accordance with this Agreement or in breach of the limited licenses granted in Section 2. 9.3. Indemnity Procedures. The indemnity obligations set forth in this Section 9 shall apply only if the party seeking indemnification (“the Indemnified Party”) notifies the other party (the “Indemnifying Party”) promptly in writing of the claim, provides reasonable assistance in connection with the defense and settlement thereof, and permits Indemnifying Party to control the defense and settlement thereof. Indemnifying Party will have no liability to the extent the alleged infringement is caused by any modification or combination of its products/services with any other products, services, equipment, programs or data, where its products/services alone would not have given rise to the claim. 10. Term and Termination 10.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years, unless earlier terminated as provided herein (“Initial Term”). After the Initial Term, the Agreement shall automatically renew for additional terms of one (1) year (each a “Renewal Term,” and together with the Initial Term, the “Term”), unless either party provides written notice to the other party no later than ninety (90) calendar days before the end of the then-current Term of its intention not to renew the Agreement. 10.2. Termination for Cause. This Agreement may be terminated by either party for cause immediately upon the occurrence of any of the following events: (i) The failure to cure a breach of a material provision of this Agreement within thirty (30) calendar days after receipt of written notice thereof from the non-breaching party; (ii) the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or any such proceeding is instituted against the other party and is not dismissed within sixty (60) calendar days; or (iii) the other party ceases to do business, or otherwise terminates its business operations. This Agreement may be terminated by AdTraktion upon written notice if AdTraktion, in its sole discretion, determines that Partner’s traffic quality is detrimental to its advertisers or if Partner otherwise violates Section 4.3. 10.3. Effect of Termination. 10.3.1. Termination of this Agreement shall not release any party from the obligation to make payment to the other party for any unpaid amounts that are otherwise accrued under this Agreement. Confidential October 25, 2009 Page 3 PAID LISTINGS DISTRIBUTION AGREEMENT 10.3.2. Upon expiration or termination of this Agreement, Partner and all Distributors shall immediately cease displaying, distributing and sublicensing the Paid Listings. 10.3.3. Survival. Sections 1, 2.6, 4.4 and 5-11 inclusive of this Agreement, any accrued rights to payment and any remedies for breach of this Agreement, shall survive termination or expiration of this Agreement. 11. Miscellaneous 11.1. Publicity and Press Releases. Neither party may issue a press release or similar public announcement of any kind regarding the parties’ relationship established hereunder without the prior written approval of the other party. The parties agree that they will issue a mutually agreed upon press release regarding the parties’ relationship established hereunder at a mutually agreed upon time. Other than as expressly set forth herein, neither party shall use publicly the other party’s name or refer to the other party in any way in or with the media, including, but not limited to, in advertising, without the other party’s prior written consent. 11.2. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other. Neither party has any authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the other party. Neither party’s personnel shall be deemed to be the other party’s employees, and as such shall not by reason of this Agreement be entitled to participate in or to receive any benefit or right under any of the other party’s employee benefit plans. 11.3. Assignment. Except in the event of merger, acquisition, reincorporation, or transfer of AdTraktion’ related assets, AdTraktion may not transfer or assign or permit the assumption of this Agreement or its rights or obligations under this Agreement without the prior written consent of Partner. Partner may not transfer or assign or permit the assumption of this Agreement or its rights or obligations under this Agreement without the prior written consent of AdTraktion. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, its successors and assigns. 11.4. No Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. 11.5. Entire Agreement. This Agreement and all exhibits hereto constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom. Neither party relied on any promises or representations, written or oral, of the other party in forming this Agreement, except for those expressly contained herein. 11.6. Amendments and Waivers. No changes or modifications to this Agreement or waivers of any provision of this Agreement shall be effective unless evidenced in a writing referencing this Agreement and signed for and on behalf of both parties. 11.7. Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 11.8. Notice. Except as specifically provided in this Agreement, any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the party to whom the same is directed; (ii) one business day after deposit with a commercial overnight carrier or transmission via fax (in each case, with confirmation of receipt) or transmission via email (with “CONTRACTUAL NOTICE” in the subject line), or (iii) three (3) calendar days after being mailed by standard mail to the address of the party to whom the same is directed as set forth below: To Partner: Attn: Fax: Email: To AdTraktion: To : Attn: Email: «ACCOUNT_NAME» «ACCOUNT_FULLBILLINGADDRESS» «ACCOUNT_CONTACT_NAME» «ACCOUNT_FAX» «CONTACT_EMAIL» info@adtraktion.com 11.9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to the conflicts of laws provisions thereof. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from this Agreement. All actions arising out of or in connection with this Agreement shall be brought in the state or federal courts residing in New York, and both parties hereby irrevocably consent to the exclusive jurisdiction of such courts and waive any objections as to venue or inconvenience of forum. 11.10. Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement. 11.11. Counterparts; Facsimile. The Agreement may be executed and delivered in counterparts, each of which shall be deemed an original, or by facsimile. The parties agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original document with original signatures. Confidential October 25, 2009 Page 4 PAID LISTINGS DISTRIBUTION AGREEMENT EXHIBIT A Integration and Launch Specifications Integration Schedule: Within 10 days after the execution of this Agreement, AdTraktion will make a password-protected online account available to Partner. Partner will find the Implementation Instructions available in its online account to set up the live feed of Paid Listings. Partner will integrate the Paid Listings into Partner’s website(s) within 10 days after the Execution Date. Technical Specifications: In response to each request from Partner’s servers, AdTraktion will return a set of Paid Listings, to the extent available. The Paid Listings will include gross CPC information and, upon request, net CPC information. All CPC data shall be treated as Confidential Information belonging to AdTraktion, shall be used solely for internal purposes by Partner, and shall not be publicly disclosed or displayed on the Partner Network. If requested by AdTraktion to meet Paid Listings providers’ technical requirements, Partner will provide the following information in real-time along with each request from Partner’s servers for a set of Paid Listings.  Referring URL  User agent (browser type, operating system, etc.)  Sub-ID EXHIBIT B Revenue Share AdTraktion will pay Partner the following share of Net Revenue generated from Qualified Clicks during each calendar month of the Term ___%. The foregoing notwithstanding, AdTraktion reserves the right to adjust the revenue share percentages, or the revenue share applicable to any month, upwards or downwards at any time. If AdTraktion adjusts the revenue share upwards or downwards more than 5% in a given month, AdTraktion will notify Partner before such change goes into effect. “Net Revenue” means the gross revenue collected by AdTraktion from advertisers for Qualified Clicks, minus (i) an amount equal to 10% of gross revenue (cost of sales), and (ii) actual chargebacks, refunds, and bad debt writeoffs incurred during the applicable month. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of «TODAY» (Effective Date.) «ACCOUNT_NAME» By (signature): Name: Title: «CONTACT_FIRSTNAME» «CONTACT_LASTNAME» «CONTACT_TITLE» AdTraktion.com By (signature): Name: Title: Jonathan Weiss CEO «ACCOUNT_NAME» INFO Site Category: URL (list all URL’s) «ACCOUNT_NAME»’s web site(s): (Attach separate paper if necessary) Confidential October 25, 2009 Page 5 PAID LISTINGS DISTRIBUTION AGREEMENT Unique Visitors Per Month: «ACCOUNT_NAME» Bank INFO (required for e-wires) Bank Address: Bank SWIFT code: Bank ROUTE code: Bank Account name: Bank Account number: Name Cheque should be made out to or PayPal Information: For Cheque or PayPal / MoneyBookers Payments Only Contact Information Complete Mailing Address: Phone Number: Fax Number: E-Mail Address: Choose Password: Administrative Contact: Technical Contact: Sales Contact: (Optional) «ACCOUNT_FULLBILLINGADDRESS» «CONTACT_PHONE» «CONTACT_FAX» «CONTACT_EMAIL» Confidential October 25, 2009 Page 6