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EXHIBIT 10.7
WORKLIFE'S lNTERNET CONTENT PARTNERS AGREEMENT
BY AND BETWEEN
WORKLIFE SOLUTIONS, INC.
AND
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RECITALS
A. WorkLife Solutions Inc. (hereinafter known as "WorkLife") has developed a
method to store, classify and categorize career, employer and entrepreneurial
related content from the World Wide Web ("WWW") using the AltaVistaTM full-text
World Wide Web search engine and the AltaVista index.
B. Digital Equipment Corporation (hereinafter known as "Digital") has developed
and operates the AltaVistaTM full-text World Wide Web ("WWW")search engine and
the AltaVista index (known as "AltaVista").
C. ▇▇▇▇▇▇▇▇▇▇.▇▇▇ (hereinafter known as "ICP") has content and/or Internet
application software that addresses the needs of employers, entrepreneurs and/or
individuals interested in their career. The ICP will make such information
available to persons who access the WorkLife Career and Employer Zone through
the AltaVista Search Engine.
D. ICP and WorkLife agree that the following terms and conditions shall govern
their relationship under this Agreement.
AGREEMENT SUMMARY
WorkLife in conjunction with AltaVista will install, manage and market
a Career and Employer Zone. AltaVista will provide its customers with
continuous access to the Career and Employer Zone. The AltaVista
Subject Search Service will be accessible to Users through AltaVista's
URL either directly on the WWW or through Digital's existing AltaVista
Search Site, currently accessible through
▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇..
Users will have access to the AltaVista Subject Search Service through
hyperlinks directly from the AltaVista Home Page and AltaVista Results
Pages. The AltaVista Subject Search Service will enable Users to browse
or search for Websites contained within WorkLife's hierarchy. When the
User initiates a search of such hierarchy, he or she will be presented
with a result set that contains matches from the AltaVista/WorkLife
index.
Therefore, an ICP which provides content for the site to index, whether
it be job ads, resumes, career, or entrepreneurial or human resource
related content, the matching results will link the User via a URL to
the content hosted on the ICP's
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server. The ICP is responsible for providing to WorkLife an updated
list of URL's to index on a monthly basis.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties do hereby agree as follows:
1. DEFINITIONS; RULES OF CONSTRUCTION
1.1. Definitions. For purposes of this Agreement the following
terms shall have the meanings ascribed to them below:
(a) "AltaVista Career Search Service" means the Internet
service developed by WorkLife and Digital pursuant to
this Agreement and which is described in Section 2.1
herein and includes an index of available jobs and
candidates as well as content of interest to
employers and candidates.
(b) "AltaVista Search Engine" means the software
program(s) developed by Digital that compares the
text query of an User to the text URL sites indexed
by AltaVista and that compiles those qualifying URLs
into a response file.
(c) "AltaVista Search Service" means the full-text WWW
search engine and the index of the entire WWW and
which was developed and is operated by or on behalf
of Digital, or any successor full-text WWW search
engine and index of the WWW operated by Digital or
any parent or subsidiary of Digital.
(d) "AltaVista Web Crawler" means the software program
owned and developed by Digital that follows URL
pointers, which utilize the hypertext transfer
protocol (http), from one Web Page to another on the
WWW in order to access and collect Web Pages
containing text responsive to a User's textual query.
(e) "User" means a person who accesses either Digital's
AltaVista or the Co-Branded Property.
(f) "URL" or "Uniform Resource Locator" means the address
of a Website on the WWW, an example of which is the
URL for the AltaVista Search Service available at
▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇. com.
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(g) "Website" means a repository of data and other
information in electronic form residing on one or
more servers that can be accessed via the WWW by an
User on an anonymous basis.
(h) "WorkLife Categories" means the list of web sites
that WorkLife or its designees has native content and
has or will categorize during the term of this
Agreement.
(i) "World Wide Web" or "WWW" means the Internet-based
distributed information service that utilizes the
hypertext transfer protocol (http) or any purchased
protocol.
2. DESCRIPTION OF OPERATION
2.1. Description of Operation.
(a) The AltaVista Career Search Service will be
accessible to Users through its own URL either
directly on the WWW or through Digital's existing
AltaVista Search Site. The AltaVista Career Search
Service would be separate from the AltaVista Search
Site and from WorkLife's Home Page. The User would
have access to the AltaVista Career Search Service
through hyperlinks directly from the AltaVista Home
Page and AltaVista Results Pages.
(b) The AltaVista Career Search Service would enable
Users to browse or search for Websites contained
within WorkLife's hierarchy.
(c) When a User initiates a search, the search will be
transmitted to the AltaVista/WorkLife Career Service
index, where it will be processed, and the results
will be sent to the AltaVista/WorkLife site.
(d) The process will not remove the User from the
AltaVista/WorkLife site.
(e) When a User selects one of the search results links
it will take them to the owner of that content page.
3. PROJECT COORDINATION
3.1 Project Coordinators. ICP shall designate a representative to
manage and coordinate its obligations under this Agreement ("Project
Manager"). The Project Manager shall in this regard: (i) be responsible
for overseeing such party's day-to-day obligations under this
Agreement; and (ii) serve as liaison to the other party's
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Project Manager with respect to matters contemplated by this Agreement.
Neither party's Project Manager will have the right to amend, modify or
otherwise supplement this Agreement or to waive any provisions hereof.
4. WORKLIFE'S RESPONSIBILITIES
4.1 Development. WorkLife will be responsible for the presentation of
the content for the AltaVista/WorkLife site.
4.2 Design. WorkLife shall be responsible for designing the AltaVista/
WorkLife site based on the specifications provided by Digital.
5. ICP RESPONSIBILITIES
5.1 Production. The ICP is responsible for providing WorkLife the URL
listings for all content that is to be indexed by the AltaVista Crawler
on a monthly basis.
5.2 Monitoring. The ICP is responsible for monitoring the accuracy and
relevancy of URL's, ICP shall inform WorkLife of those URL's which are
no longer valid links and therefore need to be removed on a weekly
basis.
6. PROPRIETARY RIGHTS
6.1 WorkLife. Subject to ICP's underlying ownership interests in its
content, WorkLife shall own all right, title and interest in and to the
content developed by and provided by WorkLife to Users hereunder and
the WorkLife categories including, but not limited to, the intellectual
property rights embodied therein except as to permit ICP to perform
hereunder.
6.2 Agreement, ICP shall own all right, title and interest in and to
any content provided by ICP hereunder including, but not limited to,
the intellectual property rights embodied therein except as to permit
WorkLife to perform their obligations hereunder.
7. TRADEMARKS
7.1 ICP Marks. ICP hereby grants to WorkLife a non-exclusive and
limited license to use the ICP tradenames, logos and other ICP
trademarks and service marks ("ICP" Marks) on all ICP content shown on
the AltaVista Search Service, Web Crawler, URL Index and WorkLife Web
Site. WorkLife use shall be in accordance with ICP's written policies
regarding advertising and trademark usage as established from time to
time by ICP. WorkLife agrees to cooperate with ICP in facilitating
ICP's monitoring and control of the nature and quality of products and
services bearing the ICP Marks, and to supply ICP with specimens of
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WorkLife's use of the ICP Marks upon request. In the event that ICP
determines that WorkLife's use of the ICP is inconsistent with ICP's
quality standards, then upon ICP written request, WorkLife shall within
a reasonable period thereafter conform such use or services to ICP's
standards. If WorkLife fails to conform such use or services, ICP shall
have the right to suspend such use of the ICP's Marks.
7.2 WorkLife Marks. WorkLife hereby grants to ICP a non-exclusive and
limited license to use the WorkLife tradenames, logos and other
WorkLife trademarks and service marks ("WorkLife" Marks) on all
WorkLife content shown on the ICP Web Site. ICP use shall be in
accordance with WorkLife's written policies regarding advertising and
trademark usage as established from time to time by WorkLife. ICP
agrees to cooperate with WorkLife in facilitating WorkLife's monitoring
and control of the nature and quality of products and services bearing
the WorkLife Marks, and to supply WorkLife with specimens of ICP's use
of the WorkLife Marks upon request. In the event that WorkLife
determines that ICP's use of the WorkLife is inconsistent with
WorkLife's quality standards, then upon WorkLife's written request, ICP
shall within a reasonable period thereafter conform such use or
services to WorkLife's standards. If ICP falls to conform such use or
services, WorkLife shall have the right to suspend such use of
WorkLife's Marks.
8. CONFIDENTIALITY
8.1 Confidential Information. "Confidential Information" means
information about the disclosing party's business or activities that
are proprietary or confidential, which shall include business,
financial, technical and other data. All such confidential information
shall be marked or designated by such party as "confidential" or
"proprietary"; or information which, by the nature of the circumstances
surrounding the disclosure, ought in good faith to be treated as
confidential; provided that information shall not be considered
Confidential Information of a party if it can be shown that such
information: (i) is known to the recipient on the Effective Date
directly or indirectly from a source other than one having an
obligation of confidentiality to the providing party); (ii) hereafter
becomes known (independently of disclosure by the providing party to
the recipient directly or indirectly from a source other than one
having an obligation of confidentiality to the providing party; (iii)
becomes publicly known or otherwise ceases to be confidential, except
through a breach of this Agreement by the recipient; or (iv) was
independently developed by the recipient without use of Confidential
Information.
8.2 Protection of Confidential Information. The parties recognize that,
in connection with the performance of this Agreement, each of them may
disclose to the other its Confidential Information, including the
creation of materials and the development of technology and techniques
that are not generally known in the
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industry. The party receiving any Confidential Information of the other
party agrees to maintain the confidential status of such Confidential
Information for a period of 2 years from the date of disclosure and not
to use any such Confidential Information for any purpose other than the
purposes for which it was originally disclosed to the receiving party,
and not to disclose any of such Confidential Information to any third
party. Upon expiration or termination of this Agreement, the receiving
party shall return promptly to the other party or destroy, at that
party's option, all tangible materials that disclose or embody
Confidential Information.
8.3 Permitted Disclosure. The parties acknowledge and agree that each
may disclose any given Confidential Information: (i) as required by law
or generally accepted accounting practices; (ii) to their respective
directors, officers, employees, attorneys, accountants and other
advisors or independent contractors, who are under an obligation of
confidentiality no less stringent than set forth herein, on a
"need-to-know" basis; or (iii) in connection with disputes or
litigation between the parties that relates to such Confidential
Information and each party shall endeavor to limit disclosure to that
purpose. In the event that the receiving party is ordered to disclose
the other party's Confidential Information pursuant to a judicial or
governmental request, requirement or order, the receiving party shall
promptly notify the other party and take reasonable steps to assist
that party in contesting such request, requirement, or order or in
otherwise in protecting that party's rights prior to disclosure.
8.4 Applicability. The foregoing obligations shall apply to directors,
officers, employees and representatives of the parties and any other
person to whom the parties have delivered copies of, or permitted
access to, such Confidential Information in connection with the
performance of this Agreement, and each party shall advise each of the
above of the obligations set forth in this Section 8.
8.5 Third Party Confidential Information. Any Confidential Information
of a third party disclosed to WorkLife shall be treated by WorkLife, as
the case may be, in accordance with the terms under which such third
party Confidential Information was disclosed; provided that (i) the
party disclosing such third party Confidential Information shall first
notify the other party that such information constitutes Confidential
Information and the terms applicable to such third party Confidential
Information; and (ii) either party may, in its sole discretion, decline
to accept all or any portion of such third party Confidential
Information.
8.6 Confidentiality of Agreement. Except as required by law or
generally accepted accounting principles, and except to assert its
rights hereunder or for disclosures on a "need-to-know" basis to its
own officers, directors, employees and professional advisers or to
prospective investors or acquirers in connection with a pending
investment in or acquisition of such party, and under an obligation of
confidentiality no less stringent that as set forth herein, each party
hereto agrees
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that neither it nor its directors, officers, employees, consultants or
agents shall disclose the terms of this Agreement or specific matters
relating hereto without the prior consent of the other party.
8.7 Publicity Restrictions. Neither party shall make any public
announcement of this Agreement or the relationship between the parties
without the prior written consent of the other party. The parties shall
agree upon the form, content and timing of any public announcements
9. GENERAL REPRESENTATIONS AND WARRANTIES
9.1 ICP Representations and Warranties. ICP hereby represents and
warrants to WorkLife that as of the Effective Date:
(a) ICP has the full corporate right, power and authority to
enter into this Agreement and to perform the acts required of
it hereunder;
(b) the execution of this Agreement by ICP, and the
performance by ICP of its obligations and duties hereunder, do
not and will not violate any agreement to which ICP is a party
or by which it is otherwise bound;
(c) ICP acknowledges that WorkLife makes no representations,
warranties or agreements related to the subject matter hereof
that are not expressly provided for in this Agreement.
9.2 WorkLife's Representations and Warranties. WorkLife hereby
represents and warrants to ICP that as of the Effective Date:
(a) WorkLife has the full corporate right, power and authority
to enter into this Agreement, to perform the acts required of
it, and to grant the rights granted by it hereunder;
(b) the execution of this Agreement by WorkLife, and the
performance by WorkLife of its obligations and duties
hereunder, do not and will not violate any agreement to which
WorkLife is a party or by which it is otherwise bound; and
(c) WorkLife acknowledges that ICP makes no representations,
warranties or agreements related to the subject matter hereof
that are not expressly provided for in this Agreement.
10. DISCLAIMER OF WARRANTIES
10.1 ICP HEREBY ACKNOWLEDGES AND AGREES THAT THE WORKLIFE CONTENT BEING
PROVIDED TO ICP (IF ANY) IS PROVIDED
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"AS IS, WITH ALL FAULTS," AND THAT WORKLIFE MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USEFULNESS, ACCURACY,
COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF THE WORKLIFE
CONTENT OR SHALL MEET THE OBJECTIVES OR NEEDS OF ICP OR ANY THIRD
PARTY, THAT THE OPERATION OF ALTAVISTA WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN ALTAVISTA HAVE BEEN OR WILL BE
CORRECTED. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, WORKLIFE
MAKES NO REPRESENTATIONS AS TO THE COMPLETENESS OF WORKLIFE'S CONTENT
OR APPLICATIONS AND THEIR ABILITY TO OPERATE ON THE ALTAVISTA SEARCH
ENGINE. WITHOUT LIMITING THE FOREGOING, WORKLIFE HEREBY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. IN NO
EVENT SHALL WORKLIFE BE LIABLE TO ICP FOR ANY FAILURE, DISRUPTION,
DOWNTIME, INTERRUPTION, MISCALCULATION, INCORRECT LINKAGE, DELAY,
INACCURACY OR OTHER NONPERFORMANCE OF WORKLIFE.
10.2 WORKLIFE HEREBY ACKNOWLEDGES AND AGREES THAT THE ICP CONTENT IS
BEING PROVIDED TO WORKLIFE "AS IS, WITH ALL FAULTS," AND THAT ICP MAKES
NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE
USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR
EFFECTIVENESS OF THE ICP CONTENT OR SHALL MEET THE OBJECTIVES OR NEEDS
OF ICP OR ANY THIRD PARTY, THAT THE OPERATION OF THE ICP WEB SITE WILL
BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ICP WEB SITE
HAVE BEEN OR WILL BE CORRECTED. IN PARTICULAR, AND WITHOUT LIMITING THE
FOREGOING, ICP MAKES NO REPRESENTATIONS AS TO THE COMPLETENESS OF ICP'S
CONTENT OR APPLICATIONS. WITHOUT LIMITING THE FOREGOING, ICP HEREBY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL ICP BE LIABLE TO WORKLIFE FOR ANY FAILURE,
DISRUPTION, DOWNTIME, INTERRUPTION, MISCALCULATION, INCORRECT LINKAGE,
DELAY, INACCURACY OR OTHER NONPERFORMANCE OF WORKLIFE.
11. INDEMNIFICATION
11.1 WorkLife Indemnity. Subject to the limitations set forth below,
WorkLife at its own expense, shall indemnify, defend (or at WorkLife's
option and expense, settle) and hold ICP harmless from and against any
judgment, losses, deficiencies, damages, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses), whether required to be paid to a third party or
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otherwise incurred in connection with or arising from any claim, suit,
action or proceeding (collectively, a "Claim"), incurred or suffered by
ICP to the extent the basis of such Claim is that (1) the WorkLife
Content infringes any (a) patent; (b) trademark or (c) copyright; or
(2) the display of a WorkLife ▇▇▇▇ infringes any trademark or service
rights of a third party; or to the extent that such Claim arises out of
or is in connection with the categorization of any Website(s) performed
by WorkLife; provided that WorkLife shall have no obligation to ICP
pursuant to this Section 13.1 unless: (x) ICP gives WorkLife prompt
written notice of the Claim (except to the extent that WorkLife already
has notice of such Claim); (y) WorkLife is given the right to control
and direct the investigation, preparation, defense and settlement of
the Claim; and (z) ICP reasonably cooperates with WorkLife in the
defense or settlement thereof. In connection with the defense of any
such Claim, ICP may have its own counsel in attendance at all
interactions and substantive negotiations at its own cost and expense.
Upon notice of an alleged infringement or if in WorkLife's reasonable
opinion such a claim is likely, WorkLife shall obtain, at its expense,
(and in addition to its other obligations hereunder) a license to
continue to use, thereby obtaining for ICP the right to continue the
use, display and distribution of such data, modify the data so that it
is no longer infringing but functionally equivalent. In the event that
none of the above options are reasonably available, ICP may terminate
this Agreement.
11.2 ICP Indemnity. ICP, at its own expense, shall indemnify, defend
(or at ICP's option and expense, settle) and hold WorkLife harmless
from and against any judgment, losses, deficiencies, damages,
liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses), whether required to be paid
to a third party or otherwise incurred in connection with or arising
from any Claim, incurred or suffered by WorkLife to the extent that the
basis of such Claim is that the display of an ICP ▇▇▇▇ infringes any
trademark or service rights of a third party; provided that ICP shall
have no obligation to WorkLife pursuant to this Section 11.2 unless:
(x) WorkLife gives ICP prompt notice of the Claim (except to the extent
that WorkLife already has notice of such Claim); (y) ICP is given the
right to control and direct the investigation , preparation, defense
and settlement of the Claim; and (z) WorkLife reasonably cooperates
with ICP in the defense or settlement thereof. In connection with the
defense of any such Claim, WorkLife may have its own counsel in
attendance at all interactions and substantive negotiations at its own
cost and expense.
12. TERM AND TERMINATION
12.1 Term. This Agreement will be valid for four (4) years from the
Effective Date and shall continue in full force and effect, unless
earlier terminated in accordance with the provisions contained in this
Agreement. Thereafter, this Agreement will renew on a year-to-year
basis, in accordance with the criteria in 12.2. Notwithstanding the
forgoing, either party may terminate this agreement at any time after 1
year from the effective date upon 30 days prior written notice.
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12.2 Each party reserves the right to review the current business model
prior to any renewal term. In the event that the current business model
is significantly different the parties will negotiate in good faith to
resolve such differences. In the event such negotiations can not be
successfully completed within 45 days of the intended renewal date, the
parties will establish a process for termination of the Agreement
within six months from the intended renewal date. The parties agree to
be bound by the terms of the last renewal of this Agreement during any
negotiations or termination process hereunder.
12.3 Events of Termination. This Agreement shall be subject to
termination upon the occurrence of the following events:
(a) if either party hereto defaults on any of its material
obligations, representations or warranties under this
Agreement, the non-defaulting party shall notify the other
party in writing, specifying in sufficient detail the nature
and extent of such breach and, unless within thirty (30)
calendar days after written notice of such default the
defaulting party remedies the default, this agreement will
terminate.
(b) if (a) either party files a petition for bankruptcy or is
adjudicated a bankrupt; (b) a petition in bankruptcy is filed
against either party; (c) either party becomes insolvent or
makes an assignment for the benefit of its creditors or an
arrangement for its creditors pursuant to any bankruptcy law;
(d) either party discontinues its business; or (e) a receiver
is appointed for either party or its business, then the other
party shall have the right to terminate this agreement
immediately upon written notice;
12.4 Effect of Termination.
(a) Termination of this Agreement by either party hereto shall
not act as a waiver of any breach of this Agreement and shall
not act as a release of either party hereto from any liability
for breach of such party's obligations under this Agreement.
(b) Within forty-five (45) calendar days of the expiration or
termination of this Agreement, the parties shall pay to the
other party all sums, if any, due and owing as of the date of
expiration or termination.
12.5 Survival. The respective rights and obligations of WorkLife under
the provisions of Sections 9.1, 9.2, 11, 12, 13, 7, 8, 9, 10, and 11
hereof shall survive expiration or termination of this Agreement.
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13. MISCELLANEOUS
13.1 No Joint Venture. The sole relationship between the parties shall
be that of licensor and licensee. The parties are independent
contractors and neither is the agent of the other. Each party shall be
solely responsible for the actions of all their respective employees,
agents and representatives.
13.2 Governing Law. This Agreement shall be interpreted and construed
in accordance with the laws of the Commonwealth of New York without
regard to the principles of conflicts of laws, and with the same force
and effect as if only executed and performed therein, and the laws of
the United States of America.
13.3 Remedies Cumulative. Except as otherwise expressly specified
herein, the rights and remedies granted to each party under this
Agreement are cumulative and in addition to, and not in lieu of, any
other rights or remedies that such party may possess at law or in
equity.
13.4 Amendment or Modification. This Agreement may not be amended,
modified or supplemented by the parties in any manner, except by an
instrument in writing signed on behalf of each of the parties by a duly
authorized officer or representative.
13.5 Non Assignment. Neither party shall transfer or assign any rights
or delegate any of its obligations hereunder, in whole or in part,
whether voluntarily or by operation of law, without the prior written
consent of the other party, whose consent will not be unreasonably
withheld. Any purported transfer, assignment or delegation without the
appropriate prior written approval shall be null and void and of no
force or effect. Notwithstanding the forgoing, no consent shall be
required if the transfer is the result of merger or sale of either
party.
13.6 Notices. All notices, requests, demands or other communications
under this Agreement shall be in writing and may be sent by mail,
facsimile, or an authorized electronic address to the addressee and
offices specified below. Either party may change its address for
purposes hereof upon prior notice to the other party. Notices hereunder
shall be directed :
If to ICP If to WorkLife Solutions, Inc.
Attention: ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
13.7 Entire Agreement. This Agreement represents the entire agreement
of the parties with respect to the subject matter hereof and supersedes
all prior and/or
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contemporaneous agreements and understandings, written or oral between
the parties with respect to the subject matter hereof.
13.8 Waiver. The party entitled to the benefit thereof may waive any of
the provisions of this Agreement. Neither party shall be deemed, by any
act or omission, to have waived any of its rights or remedies hereunder
unless such waiver is in writing and signed by the waiving party, and
then only to the extent specifically set forth in such writing. A
waiver with reference to one event shall not be construed as continuing
or as a bar to or waiver of any night or remedy as to a subsequent
event.
13.9 No Third Party Beneficiaries. Nothing express or implied in this
Agreement is intended to confer, nor shall anything herein confer, upon
any person other than the parties and the respective successors or
assigns of the parties, any rights, remedies, obligations or
liabilities whatsoever.
13.10 Severability. If the application of any provision or provisions
of this Agreement to any particular facts of circumstances shall be
held to be invalid or unenforceable by any court of competent
jurisdiction, then: (i) the validity and enforceability of such
provision or provisions as applied to any other particular facts or
circumstances and the validity of other provisions of this Agreement
shall not in any way be affected or impaired thereby; and (ii) such
provision or provisions shall be reformed without further action by the
parties hereto and only to the extent necessary to make such provision
or provisions valid and enforceable when applied to such particular
facts and circumstances.
13.11 Counterparts; Facsimiles. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered
shall be deemed an original, and such counterparts together shall
constitute one and the same instrument.
Each party shall receive a duplicate original of the counterpart copy
or copies executed by it. For purposes hereof, a facsimile copy of this
Agreement, including the signature pages hereto, shall be deemed to be
an original. Notwithstanding the foregoing, the parties shall each
deliver original execution copies of this Agreement to one another as
soon as practicable following execution thereof.
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IN WITNESS WHEREOF, the parties to this Agreement by their duly authorized
representatives have exerted this agreement as of the date first above written.
▇▇▇▇▇▇▇▇▇▇.▇▇▇ FOR WORKLIFE SOLUTIONS, INC:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
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Title: President Title: CEO
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