General Terms & Conditions

1. IMPLEMENTATION OF THE SERVICES

1.1 Check4Jobs' technical personnel shall contact Partner to establish how the Services shall be implemented by Partner ("Implementation") and Partner shall implement any Specified Implementation in accordance with the Implementation and as may be set out in the Commercial Terms.

1.2 Partner shall use commercially reasonable efforts to provide to Check4Jobs geographically filtered Searches, using techniques which shall include, but not be limited to, reverse IP address-lookup and browser language check and filtering.

1.3 In respect of Searches, Check4Jobs may deem Click Throughs as invalid in accordance with Clause 3.7 if Check4Jobs determines that the Searches and/or Click Throughs (a) originate from outside the Territory; and/or (b) (if a Partner is operating in multiple countries which form the Territory) are Searches between those countries which have not been geotargeted and where non countryrelevant Search Results are being delivered to one country from the other (either from or to within or outside the Territory).

1.4 When Check4Jobs, at its sole discretion, is satisfied with the first Implementation, Check4Jobs will indicate approval by issuing to Partner a unique Partner identifier string ("Initial technical Approval") which shall be the only method for the indication of such approval. The date of Initial Technical Approval shall be known as the Actual Launch Date in respect of that First Implementation. For any Implementation after Initial Technical Approval, when Check4Jobs, at its sole discretion, is satisfied with any such further Implementation, Check4Jobs will indicate approval of the same, either by communication of such approval to Partner or by Check4Jobs' supply of Search Results in respect of that particular Implementation ("Subsequent Technical Approval"). The date of each Subsequent Technical Approval shall be known as the Actual Launch Date in respect of that particular Implementation.

1.5 Partner shall not utilise the Services for a particular Implementation in a live environment until Initial Technical Approval or Subsequent Technical Approval is achieved.

1.6 Partner shall cooperate with Check4Jobs in good faith and to the fullest extent possible and, on an ongoing basis, shall follow Check4Jobs' directions with respect to Implementation.

1.7 As part of an Implementation, Check4Jobs may crawl Partner Websites and/or the Partner Network Websites, at a frequency as determined by Check4Jobs, in its sole discretion, for the purposes of returning Search Results.

2. PAY-PER-CLICK SERVICE

2.1 Subject to Partner's compliance with the terms of this Agreement, in response to a Search, Check4Jobs shall deliver Search Results to Partner by means of HTTP or other mutually agreed upon protocol(s).

2.2 The Search Results in respect of the Pay-Per-Click Service shall list the Advertiser URL and may also list various elements such as the Advertiser Title, a Description and/or the advertiser Logo, which may be altered or truncated.

2.3 Partner shall be exclusively responsible for establishing and maintaining Links (on which a Partner User has clicked) within the Formatted Search Results on the Results Pages, which would give access to the relevant Advertiser URL.

2.4 Subject to the terms of this Agreement, Check4Jobs hereby grants to Partner a limited, non-exclusive, non-transferable, non-sub-licensable, royalty-free, licence to publicly display in the Territory (but only in the appropriate country within the Territory if so limited by the Commercial Terms) the Number of Formatted Search Results (of the Formatted Search Results) on Results Pages during the Term, solely for the purposes set out in this Agreement. Partner shall ensure that Formatted Search Results (and for the avoidance of doubt, Search Results) shall not appear other than on Results Pages of Partner Websites, unless Partner has received Check4Jobs' prior written approval to do so.

2.5 If Partner in good faith determines that particular Search Results could result in legal liability to Partner ("Unwanted Search Results"), Partner may provide written notice to heck4Jobs of such Unwanted Search Results and, within a reasonable time after receipt of such written notice, Check4Jobs shall, to the extent reasonably technically possible to do so, refrain from delivering the Unwanted Search Results to Partner.

2.6 Pay-Per-Click Revenue Shares shall accrue to Partner in accordance with the Commercial Terms.

3. REPORTS AND PAYMENT

3.1 Within 15 Business Days after the end of every Payment Period, Check4Jobs shall deliver or make available to Partner a report ("Revenue Report") that contains the required item totals (Pay-Per-Click Revenue Share, Clicks Throughs, or some combination thereof) required for Partner to determine and verify the amount of the Payment (defined below) due to partner under the terms of this Agreement in respect of that immediately preceding Payment Period.

3.2 Subject to the terms of this Clause 3, and to Partner's compliance with Clause 8, an amount ("Payment") shall be payable by Check4Jobs to Partner in respect of the Pay-Per-Click Revenue Share in respect of a Payment Period less any taxes Check4Jobs may be legally required to withhold. If, in Check4Jobs' sole and absolute discretion, Partner's traffic quality or percentage of Advertiser conversions is not of an acceptable standard, Check4Jobs may contact Partner to request an amendment to this Agreement to reflect a reduction in the Pay-Per-Click Revenue Share, and Partner agrees to engage in good faith negotiations with Check4Jobs with respect to such amendment. If the parties are unable to mutually agree upon an amendment to the Pay-Per-Click Revenue Share, notwithstanding anything to the contrary set forth in this Agreement, Check4Jobs may terminate this Agreement immediately upon written notice to Partner.

3.3 Subject to the terms of this Clause 3, and to Partner's compliance with Clause 8, a Payment shall be payable by Check4Jobs to Partner 30 days after the end of each calendar month provided that Check4Jobs has received from Partner a valid and accurate invoice for the relevant Payment Period within the first 15 days of the following calendar month which invoice shall be for the Payment. After delivery of the Revenue Report by Check4Jobs, Check4Jobs shall be under no obligation at any time to remind or prompt Partner to send any invoice. Any invoices arriving after the first 15 days of the following calendar month will be paid as soon as reasonably possible. If Check4Jobs does not receive an invoice from Partner by the end of six (6) months after the end of any relevant Payment Period for Payment due ("the Last Chance Invoice Date"), then Partner shall be deemed to have irrevocably waived such Payment ("Waived Payment"), and Check4Jobs shall be absolutely entitled to retain the Waived Payment from the Last Chance Invoice Date as if the same had never been the subject of any obligation to be paid by Check4Jobs and, for the avoidance of doubt, Check4Jobs may recognise the revenue in respect of the Waived Payment.

3.4 All Payments shall be payable by BACS, wire transfer or cheque to Partner. Choice of payment method shall be at Check4Jobs' sole discretion.

3.5 A Payment (or any relevant part of a Payment) shall be payable in the currency in which any of the Pay- Per-Click Revenue Shares is accrued. In the event a non-English currency or multiple currencies is/are involved in the Check4Jobs (UK) Ltd. Confidential Page 1 calculation of a Payment, Check4Jobs may, in its sole discretion, convert such Payment to a single appropriate currency using the then-current foreign exchange currency rates recognised by Check4Jobs' bank at the time the Payment is calculated by Check4Jobs.

3.6 Subject to Clause 3.2, all sums payable by Check4Jobs to Partner are exclusive of VAT (and all other applicable taxes, duties and levies); however, Check4Jobs shall pay VAT on such sums (if and to the extent applicable) at the rate and in the manner from time to time prescribed by law and subject to receipt of a valid, due and owing VAT invoice in respect of the same.

3.7 Check4Jobs shall have no obligation to pay Partner any monies or payments earned through invalid activity (which shall include but not be limited to: (a) Click Throughs on Pay-for-Placement Results which, at the sole discretion of Check4Jobs, are deemed by Check4Jobs to be invalid, including but not limited to, where such Click Throughs are deemed invalid by Check4Jobs' security and protection protocols; and (b) revenue earned through the improper use of Check4Jobs' Marks; and (c) anything connected or relating to Check4Jobs' determination that a Search: (i) originates from a Partner User outside the Territory; and/or (ii) originates otherwise outside the Territory; and/or (iii) originates from a Partner User physically located in a particular country within the Territory whose Search is sent to any defined list of Keywords supplied by Partner which has been agreed by Partner and Check4Jobs is only to be applicable to a different country within the Territory; and/or (iv) is otherwise in contravention of Clause 1.3; and/or (v) Click Throughs executed through Invalid Technical
Measures. Furthermore, Check4Jobs may withhold any and all monies or payments if Partner has breached any provisions of Clause 8.3.

3.8 Check4Jobs shall have no obligation to make any Payment to the extent that any elements of any Payment relates to:

3.8.1 payments or monies which represent net adjustments downwards for whatever reason to payments or monies made by Check4Jobs to Advertisers (or legitimately withheld from payments due from Advertisers to Check4Jobs);

3.8.2 payments or monies earned through or relating to Click Throughs benefiting charitable organizations;

3.8.3 payments or monies earned through or relating to Check4Jobs advertisements for its own products or services; or

3.8.4 payments or monies earned through or relating to Check4Jobs advertisements for the products or services of Check4Jobs' affiliates or promotional partners.

3.9 Check4Jobs shall have no obligation to make any Payment or any other payments or monies to Partner until Initial Technical Approval or Subsequent Technical Approval is achieved regarding each respective Implementation.

3.10 Check4Jobs may withhold a relevant portion of any Payment from Partner to offset any portion of any Payment previously received by Partner in respect of any matter under Clauses 3.7 and/or 3.8.

3.11 Partner irrevocably agrees that if, after the end of the Term, Check4Jobs is still making Search Results available other than pursuant to a new written agreement between the parties in respect of the same, Partner shall have no right to receive any Payment in respect of the same and shall promptly reimburse to Check4Jobs any monies for a Payment which may have been made.

3.12 Notwithstanding anything contained in this Clause 3 to the contrary, in the event that the Pay-Per-Click Revenue Share in any Payment Period is less than £100, Check4Jobs may withhold Payment until the next Payment Period in which the total amount due is at least £100, or until this Agreement is terminated, whichever is sooner.

4. PARTNER WEBSITES AND PARTNER AFFILIATE NETWORKS

4.1 Partner shall be exclusively responsible for:

4.1.1 the creation, development, operation (which shall include the technical operation) and maintenance of Partner Websites and all equipment related to Partner Websites;

4.1.2 hosting of Partner Websites;

4.1.3 all materials and content on Partner Websites; and

4.14 establishing, implementing and maintaining Links, scripts and HTML code supplied by Check4Jobs for use on Partner Websites as part of the Implementation.

4.2 Check4Jobs and Partner may from time to time agree in writing to add websites ("Extra Websites") to Annex 1 (so that such websites become part of the Partner Websites) where Partner has acquired or has existing business interests in such Extra Websites and Check4Jobs and Partner may agree further terms in relation thereto at that time. When requesting an Extra Website, Partner must fully disclose to Check4Jobs the nature of its interest in the Extra Website and if such interest is something other than a 100% ownership interest, Partner must disclose the terms of its interest and whether any payments will be made to any third party based on the Pay-Per-Click Revenue Share.

4.3 Partner may from time to time request Check4Jobs to remove websites from Annex 1 or from the definition of Partner Websites (so that, in each such case, such websites cease to be part of the Partner Websites), although the acceptance or otherwise of such request shall be at the discretion of Check4Jobs. However, Check4Jobs may at any time itself remove any or all websites from Annex 1 or from the definition of Partner Websites (so that such websites cease to be part of the Partner Websites), provided it gives written notice to Partner of the same.

4.4 Notwithstanding anything implied to the contrary by anything in this Clause 4, each particular website which Partner intends to be a Partner Network Website, shall not be a Partner Network Website unless and until Check4Jobs has, at its sole discretion, given written approval for each such particular website to be a Partner Network Website (using any procedure for approval that Check4Jobs may specify). Furthermore, Check4Jobs may, at its exclusive discretion require Partner at any time to:

4.4.1 remove any particular website from its Partner Network Websites (for the purposes of this Agreement and in connection with the Service) ("Removed Website"); and

4.4.2 cease to accept Searches from a Removed Website;

4.4.3 cease to supply Search Results or Formatted Search Results (or any part of the foregoing) to a Removed Website; and

4.4.4 cease to regard any particular Partner Network Website as a Partner Website.

4.5 For the avoidance of doubt, and without prejudice to the foregoing, but subject to Clause 9, Check4Jobs shall not be liable to Partner for the consequences of any failure by Partner to install and implement any part of the Services on Partner Websites or any failure by Partner to properly maintain Partner Websites.

4.6 For the avoidance of doubt, Partner shall not be excused in its performance of any obligation under this Agreement because the same was caused by or connected to or arises out of the behaviour or act or omission of any Network Affiliate.

5. TERM

This Agreement shall commence on the Agreement Date. Unless otherwise terminated in accordance with the provisions of this Agreement, this Agreement shall continue for the Initial
Term and any Renewal Term.

6. TERMINATION

6.1 Either party may terminate this Agreement immediately at any time by written notice to the other party:

6.1.1 if the other party commits any material breach of this Agreement which breach is irremediable, or which breach (if remediable) is not remedied within 30 days after the service of written notice requiring the same; or

6.1.2 if the other party is unable to pay its debts within the meaning of the Insolvency Act 1986, if the other party becomes bankrupt, insolvent, enters into liquidation, whether voluntary or compulsory, passes a resolution for its winding up or an order is made or a resolution is passed for the winding-up of the other party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other party or a receiver and/or manager and/or administrative receiver is appointed in respect of all or any of the other party's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager and/or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or administration order; or the other party takes or suffers any similar or analogous action to the foregoing in consequence of debt.

6.2 Without limitation to Clause 6.1, Check4Jobs may terminate this Agreement immediately at any time by written notice to Partner if Partner undergoes any change of legal or beneficial ownership or any change of control (and Partner shall be obliged to give written notice to Check4Jobs within 30 days of any such change).

6.3 Subject to Clause 9, Check4Jobs may modify or discontinue any part of the Services, temporarily or permanently, without Liability for the same. Check4Jobs shall give Partner
reasonable notice of such modification or discontinuance and such notice will be made by Check4Jobs posting the changes on the Website.

6.4 In the event Partner breaches any of the warranties in this Agreement, Check4Jobs may suspend or cancel all or any part of the Services without notice and without Liability.

6.5 Check4Jobs may unilaterally remove any country ("Removed Country") from the definition of Territory (provided there remains at least one country in the definition of Territory subsequent to such removal) in the event that:

6.5.1 Check4Jobs reasonably determines that the Removed Country is generating insufficient traffic when compared to other countries in the Territory; or

6.5.2 a relevant Advertiser in respect of traffic for the Removed Country has notified Check4Jobs that it (the Advertiser) is receiving insufficient traffic or bad quality traffic in respect of the Removed Country (for example, traffic in respect of a language not relevant to the Removed Country) the quality of traffic to be determined at Check4Jobs' sole
discretion.

6.6 Neither party shall have any remedy against the other based on or arising out of termination of this Agreement, but termination shall be without prejudice to the rights of either party accrued at the date of such termination.

7. INTELLECTUAL PROPERTY RIGHTS AND MARKS

Use of Check4Jobs Marks

7.1 Check4Jobs hereby grants Partner a non-exclusive, non-transferable, nonsub-licensable, royalty-free licence in the Territory for the Term to use, for the sole purpose of promoting this Agreement:

7.1.1 the Formatted Search Results and Check4Jobs' Marks on Partners Websites in accordance with and as contemplated by the terms of this Agreement; and

7.1.2 Check4Jobs' Marks in Partner's brochures and media packs, at trade shows, in corporate literature and in public relations materials.

7.2 Partner agrees and acknowledges that all rights, title and interest whatsoever in Check4Jobs' Marks and the Search Results are owned exclusively by Check4Jobs' and its licensors, and that no right is granted to Partner other than the licence granted in Clause 7.1. The goodwill associated with the use of the Search Results and Check4Jobs' Marks shall inure solely to the benefit of and automatically vest in Check4Jobs.

7.3 Partner shall not modify Check4Jobs' Marks and shall not, in any jurisdiction, adopt, use, register or apply for registration of any of Check4Jobs' Marks, or any word or symbol, or any
combination confusingly similar to any of Check4Jobs' Marks.

Use of Partner Marks

7.4 Partner hereby grants Check4Jobs a non-exclusive, non-transferable, nonsub-licensable, royalty-free worldwide license for the Term to use Partner's Marks on Check4Jobs' websites and in Check4Jobs' brochures and media packs, at trade shows, in corporate literature, in press releases and in public relations materials.

7.5 Check4Jobs' agrees and acknowledges that all rights, title and interest whatsoever in Partner's Marks are owned exclusively by Partner and its licensors, and that no right is granted to Check4Jobs other than the licence granted in Clause 7.4. The goodwill associated with the use of Partner's Marks shall inure solely to the benefit of and automatically vest in Partner.

7.6 Check4Jobs shall not modify Partner's Marks and shall not, in any jurisdiction, adopt, use, register or apply for registration of any of Partner's Marks, or any word or symbol, or any combination confusingly similar to any of Partner's Marks.

8. WARRANTIES AND RULES OF CONDUCT

8.1 Each of Check4Jobs and Partner warrants to the other that:

8.1.1 this Agreement is executed by a duly authorised representative of the warranting party;

8.1.2 it has full capacity and authority and all necessary licences, permits and consents (including, where its circumstances and procedures so require, the consent of its parent company) to enter into and to perform this Agreement and shall maintain the same during the term of the Agreement;

8.1.3 it is not insolvent or unable to pay its debts, no order has been made or petition presented or resolution passed for its winding up or for an administration order and no receiver, administrative receiver or administrator or manager has been appointed by any person of its business or assets or any part thereof nor has any equivalent event taken place; and

8.1.4 it will not modify the other party's Marks.

8.2 Check4Jobs warrants that it will perform the Services and discharge the obligations in this Agreement with reasonable care and skill. Subject to the foregoing, Check4Jobs cannot guarantee that the Services will meet Partner's requirements or that the Services will be uninterrupted, timely, secure, or error free.

8.3 Partner warrants that:

8.3.1 the Partner Websites (a) comply with all applicable laws, enactments, orders, regulations, codes of practice, and other similar instruments (b) are not false or misleading and (c) do not infringe in any manner any intellectual property right or any other right of any third party;

8.3.2 the Partner Websites are managed by Partner (and if Partner is a Network Operator, that a Partner Network Website is managed by a Network Affiliate with a contract with Partner);

8.3.3 it shall not post or promote and shall avoid transmission of, by or in connection in any way with the Services or Partner Websites (a) corrupted files, viruses, worms, Trojan horses or other code detrimental to the owner or user of any computer system, or (b) any material of any kind or nature which is, or which may be reasonably considered by Check4Jobs to be obscene, indecent, libellous, illegally pornographic, seditious, offensive, defamatory, threatening, unlawful, harmful, vulgar, liable to incite racial hatred, discriminatory, menacing, blasphemous, in breach of confidence or in respect of which it is not the true and lawful owner of the copyright or trade mark as the case may be or for which it has not obtained all necessary licences and/or approvals, or which is racially, ethnically or otherwise objectionable or encourages conduct that could constitute a criminal offence or give rise to civil Liability;

8.3.4 it shall not interfere with the proper functioning of Check4Jobs' computer networks or the networks of those to whom Check4Jobs provides Services (or use any device, software or routine which may potentially or actually cause the same), the Website or any transactions being offered at the Website or any other Check4Jobs website, or any third party's use and enjoyment of the services which Check4Jobs offers, or engage in surveys, contests, chain letters or post or transmit junk mail (whether physical or electronic), Spam, chain letters or other unsolicited mass distribution of email that relates directly or indirectly or is in any way connected to Check4Jobs;

8.3.5 it shall not inhibit the Prominence (including by means of overwriting Formatted Search Results by means of pop up windows or other overwriting) or display (or pop-up a new window containing) adult-orientated content unless the Partner User has given consent to view such adult-orientated content;

8.3.6 it shall use not use Invalid Technical Measures to achieve Click Throughs or Searches or act directly or indirectly to encourage or require Partner Users, either willingly or unwillingly, to undertake a Click Through and/or to generate Click Throughs through any means that could reasonably be interpreted as being coercive, incentivised, misleading, malicious or otherwise invalid;

8.3.7 it shall not in any way incentivise, pay or mislead Partner Users to perform a Click Through, nor shall its own employees or affiliates perform Click Throughs, unless, in either case, in response to legitimate Searches;

8.3.8 it shall not commit any act that would or does impose an unreasonable or disproportionately large load on Check4Jobs' infrastructure;

8.3.9 it shall, and shall continue to, implement properly the Formatted Search Results and associated Links on Results Pages in accordance with Check4Jobs' reasonable instructions;

8.3.10 it shall not save or cache any information provided by Check4Jobs in response to a Search;

8.3.11 it shall on an ongoing basis dynamically provide to Check4Jobs (in any reasonable manner specified by Check4Jobs during Implementation) the unique Partner User IP Address and the referral URL originating from a Search and a Click Through;

8.3.12 it shall not (a) disparage Check4Jobs or use the Services or Partner Websites to damage Check4Jobs' goodwill, (b) use Check4Jobs' Marks in any way that implies endorsement by Check4Jobs of products or services, or (c) post misleading information with regard to Advertisers' advertisements on any Partner Website or misrepresent
Partner's affiliation with a person; and

8.3.13 it shall maintain and update any details which it has provided to Check4Jobs (which, for the avoidance of doubt, are: (i) contact details for Partner; or (ii) any details relating to Partner which have been provided by Partner) about Partner and Partner's business so that such details remain current, complete and accurate.

9. LIMITATION OF LIABILITY

9.1 This Clause 9 prevails over all other Clauses and sets forth the entire Liability of the parties, and the sole and exclusive remedies of the parties in respect of:

9.1.1 the performance, nonperformance, purported performance or delay in performance of this Agreement or the Services (or any part of it or them); or

9.1.2 otherwise in relation to this Agreement or the entering into or performance of this Agreement.

9.2 Nothing in this Agreement shall exclude or limit a party's Liability for any Liability which cannot be excluded or limited by applicable law.

9.3 Except as provided in Clause 9.2 the parties do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.

9.4 Except as provided in Clause 9.2, neither party shall have Liability for:

9.4.1 loss of actual or anticipated profits;

9.4.2 loss of the use of money;

9.4.3 loss of anticipated savings;

9.4.4 loss of opportunity;

9.4.5 loss of reputation; or

9.4.6 any indirect or consequential loss; and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, Clauses 9.4.1 to 9.4.6 apply whether such losses are direct, indirect, consequential or otherwise.

9.5 Except as provided in Clause 9.2, except for a party's indemnification obligations with respect to third party claims under Clause 10, and except for a breach of a party's obligation of confidentiality under Clause 14, the total Liability of a party to the other or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greatest of: (a)
£250,000; or (b) the aggregate Payments paid by Check4Jobs to Partner in the 12 months preceding any cause of action arising; or (c) the Payments payable by Check4Jobs to Partner in the 12 months preceding any cause of action arising.

9.6 The limitation of Liability under Clause 9.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

10. INDEMNITY

10.1 Check4Jobs shall indemnify, defend and hold harmless Partner, its parents, subsidiaries, affiliates, officers and employees, against all third party liabilities, claims and expenses that may arise from a breach of this Agreement by Check4Jobs. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in no event shall Check4Jobs have any liability or obligations under this Clause arising from any Search Results, any third party websites, or any content or information provided by Partner, Partner Users, or any other third party.

10.2 Partner shall indemnify, defend and hold harmless Check4Jobs, its parents, subsidiaries, affiliates, officers and employees, against all third party liabilities, claims and expenses that may arise from a breach of this Agreement by Partner.

10.3 Each party's obligation to indemnify the other party hereunder will be conditioned upon the indemnified party promptly notifying the indemnifying party in writing of any such claim, promptly tendering the control of the defence and settlement of any such claim to the indemnifying party (at the indemnifying party's expense and with the indemnifying party's choice of counsel, such counsel to be a nationallyrecognized English law firm with experience in commercial litigation, intellectual property and information technology matters), and cooperating fully with the indemnifying party in defending or settling such claim, including but not limited to providing any information or materials necessary for the indemnifying party to perform the foregoing. The indemnifying party will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the indemnified party, without the indemnified party's prior consent, which will not be unreasonably withheld.

11. EXCLUSIVITY

11.1 Except as may be set forth in the Commercial Terms, Partner, and Partner shall procure that Partner's Group and Partner's Connected Persons, shall not enter into any arrangements or agreements to obtain services similar to the Services from any other person during the Term. For the avoidance of doubt, a breach of this Clause 11 shall be a material breach of this Agreement.

12. NON-SOLICITATION

12.1 Partner agrees that, without the prior written consent of Check4Jobs, neither Partner nor any of Partner's Group nor any Connected Persons of any of Partner or Partner's Group shall directly or indirectly, whether by itself, its employees or agents and whether on its own behalf or on behalf of any other person or otherwise howsoever at any time during the Term (or for 12 months thereafter):

12.1.1 solicit or entice away or seek to solicit or entice away from Check4Jobs or any company in Check4Jobs' Group any person who at the time of such solicitation, enticement or seeking was during the Term (or for 12 months thereafter or during any part of the period of 3 months immediately preceding the Term) an employee of Check4Jobs or any company in Check4Jobs' Group, and whether or not that person would commit any breach of his contract of employment by reason of leaving the service of Check4Jobs or any company in Check4Jobs' Group; or

12.1.2 employ or otherwise engage any person who during the Term (or for 12 months thereafter or during any part of the period of 3 months immediately preceding the Term) was employed by Check4Jobs or any company in Check4Jobs' Group.

13. ASSIGNMENT

Without prejudice to Clause 6.2, Partner, shall not give, bargain, sell, assign, sublet or otherwise dispose of this Agreement or any part thereof or the benefit or advantage of the Agreement or any part thereof without the prior consent in writing of Check4Jobs.

14. CONFIDENTIALITY

14.1 In this Clause 14, "Confidential Information" means in relation to either party, information (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities which is not in the public domain and which: (i) either party has marked as confidential or proprietary, (ii) either party, orally or in writing has advised the other party is of a confidential nature or (iii) due to its character or nature, a reasonable person in a like position to the recipient of such information under this Agreement, and under like circumstances, would treat as confidential and, for the avoidance of doubt, "Confidential Information" shall include the terms of this Agreement, information about the Services and technical formulae and processes, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing and promotional data.

14.2 During the term of this Agreement and for two years thereafter, each party shall maintain the confidentiality of the other party's Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party's Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.

14.3 Each party undertakes to disclose the other party's Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement and to procure that such persons are made aware of
and agree to observe the obligations in this Clause 14.

14.4 Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or other loss of the other party's Confidential Information promptly upon becoming aware of the same.

14.5 The provisions of this Clause 14 shall not apply to information which:

14.5.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;

14.5.2 is lawfully received from a third party free of any obligation of confidence at the time of its disclosure; or

14.5.3 is demonstrably independently developed by the recipient, its officers, employees, agents or contractors.

14.6 In the event a party is required by law, stock exchange, regulatory body, court or governmental order to disclose Confidential Information, then the party so required shall, prior to any disclosure, notify the other party and at that other party's request and cost, assist that other party in opposing any such disclosure. Partner shall not make any public statement, issue any press release or make or release any other type of announcement or statement relating to the existence of this Agreement without the prior written approval of Check4Jobs.

14.7 Each party shall administer and protect the other party's Confidential Information with at least the same degree of care used to administer and protect its own Confidential Information, and in any event, with no less than reasonable care.

15. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that and for so long as such delay or failure results from circumstances beyond its control (an "event of force majeure"). In the event an event of force majeure occurs, a party shall notify the other as soon as reasonably practicable of becoming aware of such event. If any event of force majeure continues for a period exceeding two months, the party who is not undergoing the event of force majeure shall have a right to terminate
this Agreement immediately on written notice to the other party.

16. NOTICES

16.1 Except as expressly stated herein to the contrary any notice, consent or other communication required or permitted hereunder will be in writing and shall be given or shall be served by hand delivery, by fax, by email or by prepaid registered letter sent through the post (or overnight courier if the notice is being sent to another country) to the intended recipient's address given in this Agreement or such other address as may from time to time be notified for this purpose. Any notice served by hand shall be deemed to have been served on delivery, any notice served by fax or email shall be deemed to have been served when sent and any notice served by prepaid registered letter (or overnight courier) shall be deemed to have been served two Business Days after posting. In proving service it shall be sufficient, in the case of service by hand or by prepaid registered letter (or by overnight courier), to prove that the notice was properly addressed and delivered or posted (as the case may be), and in the case of service by fax to prove that the correct transmission report was received, and in the case of email, that an email was duly despatched to a current email address of the addressee. Such notices, consents or communications shall be sent to:

16.1.1 if to Partner, to the Partner Notification Email and/or to the address set out in the Commercial Terms.

16.1.2 if to CHECK4JOBS, to support@Check4Jobs.com with a written copy to CHECK4 Ltd, 8 Shaftesbury Court, Chalvey Park, Slough, Berkshire, SL1 2ER, United Kingdom.

17. WAIVER

The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.

18. SEVERABILITY

If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

19. ENTIRE AGREEMENT

This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that arty relied in entering into this Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party's ability to perform this Agreement) and hat party's only remedies shall be for breach of contract as provided in this Agreement.

20. SURVIVAL

The provisions of Clauses 3, 6.6, 7 (but only for a reasonable time after termination to permit relevant Marks to be removed), 9, 10, 12, 14 and 16 to 26 (inclusive), together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the Agreement.

21. RELATIONSHIP

CHECK4JOBS and Partner are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, representative status or employment relationship between the parties. Neither party has authority to and shall not make any representations or incur any liability or cost or enter into any contracts or other arrangements involving the other party in financial or other commitments without that other party's express prior approval in writing; nor shall either party hold itself out as having authority to do the same. Partner shall not make any statement or representation, whether on the Partner Websites or otherwise, that the parties are in a contractual relationship, other than for the purpose of this Agreement.

22. EQUITABLE RELIEF

The parties acknowledge and agree that a breach of the terms of this Agreement may result in irreparable and continuing damage to the other party for which there may be no adequate remedy at law, and that in the event of such breach, the non-breaching party shall be entitled to apply for injunctive relief and/or a decree for specific performance and such other and further relief as may be appropriate.

23. VARIATION

No alteration to or variation of this Agreement shall take effect unless and until the same is in writing and signed on behalf of each of the parties by a duly authorised representative.

24. LAW, JURISDICTION AND DISPUTES

This Agreement shall be governed by and construed in accordance with English law, and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts. Notwithstanding the foregoing, Check4Jobs may commence an action in any court in any jurisdiction.

25. GENERAL PROVISIONS

25.1 Where the context so admits or requires words denoting the singular include the plural and vice versa, words denoting any gender (or the neuter) include both genders and the neuter; and words denoting persons shall include partnerships, bodies corporate and unincorporated associations of persons and vice versa. (including, for the avoidance of doubt, persons, individuals, companies, firms, governments, states, regional or local authorities, agencies of a state, joint ventures, trusts, charities, societies, funds, associations (whether or not having separate legal personality and whether incorporated or not)).

25.2 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement.

25.3 References to Clauses and Annexes are to clauses of and annexes to this Agreement.

25.4 The Recitals to this Agreement shall be operative clauses to the extent necessary to give effect to the definitions therein.

25.5 References to "include" and "including" shall be deemed to mean respectively "include(s) without limitation" and "including without limitation".

25.6 References to each party herein include references to its successors in title, permitted assigns and novatees.

25.7 In case of any conflict between the Commercial Terms, the Check4Jobs General Terms & Conditions and the Annexes, the order of priority for interpretation shall be the Commercial
Terms, followed by the Check4Jobs General Terms & Conditions followed by the Annexes.

25.8 No person (including, for the avoidance of doubt, any third party to whom any or all rights and/or obligations under this Agreement are assigned, transferred or novated in accordance with the terms hereof or otherwise by written agreement of the parties) who is not a party to this Agreement shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to this Agreement its assent to any such term.

25.9 Except as expressly stated in this Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

26. DEFINITIONS

26.1 In this Agreement the following terms have the meanings set forth below.

26.1.1 "Above the Fold" means visible on a computer monitor with a screen resolution of 1024x768 when that screen first appears on that monitor, without a user having to scroll down the page or to the left/right.

26.1.2 "Actual Launch Date" means the actual date which Check4Jobs signs off Partner as having completed its obligations in respect of Implementation (such signoff not to be unreasonably withheld or delayed by Check4Jobs), or, in the absence of any such definite date, the Launch Date.

26.1.3 "Advertiser" means any third party who has entered into a contract or other relationship with Check4Jobs (which terms and conditions appear on the Website), which obligates the third party to pay Check4Jobs every time a Partner User clicks on a Pay-for- Placement Result to that third party's web site.

26.1.4 "Advertiser Logo" means a graphical image that is 90 x 53 in pixel size and below 1000 bytes in file size and which is either in JPG or GIF format (but not an animated GIF unless agreed to by Check4Jobs in writing).

26.1.5 "Advertiser Title" means the initial text provided by an Advertiser to describe the Advertiser or the Advertiser URL.

26.1.6 "Advertiser URL" means the URL provided by an Advertiser, which is linked to for a Keyword in respect of a Pay-for-Placement Result.

26.1.7 "Agreed Format" is defined in the Commercial Terms, or as agreed by the parties in writing from time to time.

26.1.8 "Agreement" means the Commercial Terms (contained in a separate document to these Check4Jobs General Terms & Conditions), the Check4Jobs General Terms & Conditions and the Annexes.

26.1.9 "Agreement Date" means the date of the last signature of the Commercial Terms.

26.1.10 "Backfill" means listings derived from an algorithmic search of internet content.

26.1.11 "Below the Fold" means not visible on a computer monitor with a screen resolution of 1024x768 when that screen first appears on that monitor, without a user having to scroll down the page or to the left/right.

26.1.12 "Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).

26.1.13 "Business Day" means a day when banks are generally physically open to the public for business in the country where Check4Jobs is incorporated.

26.1.14 "Click Through" means the instance of a Partner User honestly and validly selecting any Pay-for-Placement Result provided by Check4Jobs in accordance with this Agreement and being transferred through Check4Jobs' server, as a result of such selection, to the appropriate Advertiser's website in respect of the Pay-for-Placement Result.

26.1.15 "Connected Person" shall mean and be construed as follows: A person shall be deemed to be connected with another if that person is connected with such other within the meaning of s.839 Income and Corporation Taxes Act 1988 ("ICTA") (save that in construing s. 839 "control" has the extended meaning given by s. 840 and s.416 ICTA so that there is control whenever s.840 or s.416 requires) and the expression "Connected Person" shall be construed accordingly.

26.1.16 "Content Query" means a Keyword is selected pursuant to a Specified Implementation (but not a Search Box Query), which is sent to Check4Jobs' servers to obtain information and data in respect of that Keyword.

26.1.17 "Data Details" is defined in the Commercial Terms.

26.1.18 "Description" means a textual description provided by an Advertiser to describe the Advertiser or the Advertiser URL.

26.1.19 "Formatted Search Results" means the Search Results required to be displayed by Partner on the Results Pages of the Partner Websites in the Agreed Format, in the order and manner provided by Check4Jobs, and in the correct Languages.

26.1.20 "Group" means in respect of any company, any holding company or subsidiary of such company from time to time and any subsidiary from time to time of any such holding company and for the purposes of this definition "holding company" and "subsidiary" shall have the meanings ascribed thereto by ss. 736 and 736A Companies Act 1985 (as amended).

26.1.21 "HTTP" means Hypertext Transfer Protocol.

26.1.22 "Implementation" is defined in Clause 1.1.

26.1.23 "Initial Technical Approval" is defined in Clause 1.4.

26.1.24 "Initial Term" is defined in the Commercial Terms.

26.1.25 "Invalid Technical Measures" means any device (including any program, software. system or method) whether electronic or otherwise that executes Searches or Click Throughs that were not initiated by bona fide Partner Users.

26.1.26 "Keyword" means a keyword in respect of the Pay-Per-Click Service.

26.1.27 "Language" means English and the native language of each country, on a country by country basis, within the Territory (or as otherwise agreed by the parties in writing from time to time).

26.1.28 "Launch Date" is defined in the Commercial Terms.

26.1.29 "Liability" means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract).

26.1.30 "Link" means an HTML ... tag set link (with referral link part and with display part appropriately completed).

26.1.31 "Marks" means trade marks, service marks, logos, domain names, URLs, graphics, buttons, banners, and business names, currently in existence or use or which either party may develop.

26.1.32 "Check4Jobs" is defined in the Commercial Terms.

26.1.33 "Network Affiliate" means a de facto owner, operator or manager of a Partner Network Website.

26.1.34 "Network Operator" is a status that may be granted to Partner by the Commercial Terms (but if so, the same must be done expressly in accordance with the Commercial Terms); which, if conferred on Partner, grants to Partner the right to supply Search Results to Partner Network Websites on the terms of this Agreement.

26.1.35 "Number of Formatted Search Results" is defined in the Commercial Terms (or in default of any definition for a Specified Implementation, means the top 10 Formatted Search Results per page according to the Prominence.

26.1.36 "Partner" is defined in the Commercial Terms.

26.1.37 "Partner Notification Email" is defined in the Commercial Terms.

26.1.38 "Partner Network Website" means a website from which a Search may originate and/or where Results Pages are displayed and where the de facto owner, operator or manager of that website has contracted with Partner for Partner to provide search results (including, inter alia, the Search Results) to that website.

26.1.39 "Partner User" means a human user who accesses or otherwise uses any of the Partner Websites.

26.1.40 "Partner Websites" means: i) (if Partner is not a Network Operator) the websites set out in Annex 1; or ii) (if Partner is a Network Operator): (1) Partner Network Websites, provided each such website has been confirmed by Check4Jobs in writing to be a "Partner Network Website" in accordance with Clause 4.4; and (2) any particular websites set out in Annex 1; and in each of the two foregoing cases, as may be amended from time to time by the parties' mutual agreement in writing.

26.1.41 "Pay-for-Placement Result" means the delivery of a search result by Check4Jobs as part of the Search Results where such search result is ranked according to the amount that an Advertiser has bid for a particular Keyword.

26.1.42 "Payment" is defined in Clause 3.2.

26.1.43 "Payment Period" means a calendar month during the Term.

26.1.44 "Pay-Per-Click Revenue" is defined, in respect of the Pay-Per-Click Service, as the bid amount displayed by Check4Jobs for the Search Results minus Check4Jobs' commission, agency and other costs associated with providing the Formatted Search Results ("Pay-Per- Click Costs"). For purposes of calculating Pay-Per-Click Revenue, Pay- Per-Click Costs are set at £0.05 pence per click.

26.1.45 "Pay-Per-Click Revenue Shares" are set out in the Commercial Terms.

26.1.46 "Pay-Per-Click Service" means a tailored search facility through one or more Specified Implementations, featuring the Search Results (ranked according to the amount that an Advertiser has bid for a particular Keyword underlying each Search Result), implemented onto Partner Websites and branded as agreed under this Agreement, such that a URL Link is displayed which when clicked by a Partner User, directs the Partner User to the related Advertiser website in respect of that URL.

26.1.47 "Prominence" means not obscured by any pop-ups or DHTML text or other graphics or interstitial third party banners or advertising.

26.1.48 "Renewal Term" is defined in the Commercial Terms.

26.1.49 "Results Page" means each page (or other display) on the Partner Websites that contain Formatted Search Results, of a design according to the Implementation or otherwise subject to Check4Jobs' approval.

26.1.50 "Revenue Report" is defined in Clause 3.1.

26.1.51 "Search" means a Search Box Query or Content Query.

26.1.52 "Search Box Query" means a word or phrase typed into a Check4Jobs web search box in connection with performing a web-search in respect of that word or phrase, as mapped by Check4Jobs to a relevant Keyword which is sent to Check4Jobs' servers to obtain information and data in respect of that Keyword.

26.1.53 "Search Results" means a data feed of the Data Details, containing relevant web search results from Check4Jobs' servers related to the Search, as relevant and appropriate and provided by Check4Jobs to Partner in XML format (i.e. in eXtensible Markup Language) in response to a Search.

26.1.54 "Services" are defined in the Commercial Terms.

26.1.55 "Specified Implementation" means in any particular case, a "Search Implementation", "Directory Implementation", "Channel Implementation", "Exit Implementation", "Newsletter Implementation", "Check4Jobs Inline Implementation" (each of which may be defined in the Commercial Terms, if relevant to any particular Implementation) or such other implementation as may be specified by Check4Jobs.

26.1.56 "Subsequent Technical Approval" is defined in Clause 1.4.

26.1.57 "Term" is defined in the Commercial Terms.

26.1.58 "Territory" is defined in the Commercial Terms.

26.1.59 "URL" means Uniform Resource Locator.

26.1.60 "Website" means the website containing the sub-domain "Check4Jobs" or "Check4 Ltd" as a material part of its domain name and through which Check4Jobs operates its usiness.

Version: June 2008