Asp Agreement

EXHIBIT 10.10


ASP AGREEMENT


This ASP Agreement, dated , between CareerEngine, Inc. ("CareerEngine"), a New York corporation with its principal place of business at 2 World Trade Center, Suite 2112, New York, NY 10048 and ((Company)) ("((COMPANY_AKA))"), a corporation, with its principal place of business at ((Address1)), ((Address2)), ((City)) ((State)) ((PostalCode)).


WHEREAS, CareerEngine possesses a certain expertise in the creation and development of websites specializing in the provision of career services and is an ASP (Application Service Provider) offering these and related services to others ("the ASP Services");


WHEREAS, ((COMPANY_AKA)) owns and operates a website at ((WEBSITE)) (the "Website"), and wishes to avail itself of CareerEngine's ASP Services;


NOW, THEREFORE, for good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. Services.


CareerEngine shall develop a new Career Service Website for ((COMPANY_AKA)) (the " Career Website") which will contain relevant career service and recruiting information with a look and feel similar to the Website and provide ASP Services including hosting and maintaining the Career Website as stated below:


a. Surveys- creates a forum for users to express their opinions about career
related issues.


b. Job Search Agent - brings job seekers back to the site by allowing them to
create an agent that will notify them of new jobs as they are added to the
database


c. Resume Search Agent - provide an additional value added service to clients.
Recruiters will be able to fill out an agent profile, which will notify
them when a candidate matching the profile submits a resume.


d. Job Search Engine - Search for jobs by keyword, location, job number,
company or map


e. Resume Search Engine - Search for Resumes by keyword, location or resume
number


f. Tell a friend - provides a conduit for users to notify others of the career
site


g. User Registration - Archives user information and demographics


h. Pre-Built User Reports - CareerEngine will provide reports concerning
traffic to the site, activity of postings and resumes and additional
reporting as requested. CareerEngine shall also provide ((COMPANY_AKA))
with monthly "Site Usage Data".


i. Quick Job Search - Interface located on toolbar to search for jobs by
keyword only.


j. Featured Employer - Feature that showcases a preferred company. The
showcase includes a logo on the homepage, a full size graphic, a company
profile, a link to the corporate website and an isolated result set of all
jobs posted by that company.


k. SQL 7 Database - a premium database utility built specifically to archive
career related information.


l. Verity Indexing Service - a high-end search and retrieval technology
utilizing the CareerEngine Search engine to expedite search time on large
databases


m. Resume Posting Wizard - allows Job Seekers to post, edit and maintain
resumes on-line.


n. Job Posting Product - allows employers to post edit and maintain job
posting on-line.


o. Customer Support - CareerEngine will provide ((COMPANY_AKA)) with back line
technical support for the Career Website during CareerEngine's normal
support hours. ((COMPANY_AKA)) will provide end user frontline support
related to the Career Website during CareerEngine's normal support hours.
In addition, CareerEngine will supply ((COMPANY_AKA)) with a list of
CareerEngine Personnel and telephone numbers that can be reached 24 hours a
day, 7 days a wee, in order of escalation, to provide technical support
related to the Career Website. Career Engine will have no other obligation
to provide support relating to the Career Website.


p. Additional Features and Services - CareerEngine will provide additional
features and services for an additional fee. Additional features and
services are specified in Addendum A.


2. Term.


Subject to the terms and conditions hereof, the term of this Agreement shall be for the period commencing on the date that site becomes operational as set forth in a notice by CareerEngine and ((COMPANY_AKA)) (the "Commencement Date") and shall be automatically renew for successive one-year renewal terms unless otherwise terminated by either party at least sixty (60) days notice prior to the initial term or any renewal term in writing ("Renewal Term").


3. Prices.


Prices for the Services are stated under "Pricing" in Addendum B.


((COMPANY_AKA)) shall pay all sales, use, gross receipts, excise, occupational, access, bypass, franchise and other federal, state and local taxes, assessments, fees, charges, and surcharges, however designated, imposed on or based upon the provision, sale, purchase and/or use of the ASP Services or Products.


4. Service.


In consideration for CareerEngine's ASP Services, ((COMPANY_AKA)) agrees to pay CareerEngine the following fees which are set forth in detail in Addendum B:


a. Setup Fee of which fifty (50%) percent shall be paid upon the
execution of this Agreement and the balance of which shall be payable
on the Commencement Date


b. A monthly hosting and maintenance fee which shall be payable on the
first day of each month after the Commencement Date and/or Launch Date
that this Agreement remains in effect. During the initial term (as
well as the second year Renewal term), the hosting and maintenance fee
as defined in Addendum B shall remain fixed. Following the second year
Renewal Term, the hosting and maintenance fee shall increase in an
amount, not more than 10% during each renewal year, as may be fixed by
CareerEngine.


c. If any payment is not made within thirty (30) days of delivery, a late
charge shall accrue on the delinquent amount at a rate of 1.5% per
month, or the maximum rate permitted by law, whichever is less. Any
and all dispute claims must be submitted in writing to CareerEngine
within thirty (30) days of the applicable invoice date. All dispute
claims not submitted within said thirty (30) day period are deemed
waived.


5. Obligations of CareerEngine.


CareerEngine shall be responsible for providing the Services consistent with industry standards, except as provided in Addendum C. CAREERENGINE DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE.


6. Obligations of Customer.


((COMPANY_AKA)) shall be responsible for the following and any additional obligations that may be outlined in Addendum C:


a. CareerEngine will allow ((COMPANY_AKA)) to review the site before the
agreed upon launch date. This is Milestone 3 and is stated in the
CareerEngine Network Proposed Project Flowchart and timeline. See


Addendum D for details. Note: the site review by ((COMPANY_AKA)) should
take place ten (10) business days before the scheduled launch date and may
take up to 5 business days to review and implement. This review will only
be an editorial review, which only includes text changes and "look and
feel" changes. Any component development or component changes requiring
further development must be surfaced at Milestone 2. see Addendum D for
details. If((COMPANY_AKA)) does have additional component changes in
Milestone 3, those changes will not be made until after the Launch Date. If
((COMPANY_AKA)) does not complete its editorial review within the five (5)
business days allotted, the Launch date will slip accordingly. CareerEngine
is not responsible for this delay.


b. CareerEngine must know within the first ten (10) days of the project launch
whether ((COMPANY_AKA)) would like to mask the URL to CareerEngine's hosted
career site.


i. CareerEngine recommends that((COMPANY_AKA))set up a site called
careers.((COMPANY_AKA)).com


ii. CareerEngine does not support framesets for URL masking


c. Site Information


i. Legal pages - the legal papers on the new career site will point
directly to CareerEngine Legal content


ii. Press Releases - CareerEngine will link directly
to((COMPANY_AKA))Press releases


iii. About Us Section - CareerEngine will link directly to((COMPANY_AKA))
About Us Section. ((COMPANY_AKA)) will provide CareerEngine with the
necessary information on the About Us and CareerEngine will also
insert CareerEngine's About Us content on the About Us page hosted by
CareerEngine.


iv. Home Button - CareerEngine will create a Home button to link directly
to((COMPANY_AKA))Home Page.


d. Process


i. Attached as an Addendum D is a general overview of how CareerEngine
proposes to build the site. Note: customer communication is vital to
keeping the project on track and on time


a. if CareerEngine does not receive timely (read within 24 hours)
response from requests to ((COMPANY_AKA)), the project may slip beyond
the launch date.


b. Launch is contingent upon adherence to the process in Addendum D and
timely response from((COMPANY_AKA))


ii. CareerEngine will test its site and content on the two newest versions
of Internet Expl ...