Web Linking Agreement

WEB-LINKING AGREEMENT

THIS WEB-LINKING AGREEMENT (the "Agreement") is made between , a corporation (the "Licensor") and _____________, a _____________ corporation (the "Licensee").

WHEREAS, the Licensor and the Licensee each maintain a Web site;

WHEREAS, the Licensee wishes to establish a Hypertext link from Licensee's Web Site to Licensor's Web Site and Licensor wishes to grant Licensee a license to establish such a link;

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Definitions. The following terms have the following meanings when used in this Agreement with a capitalized initial letter:

1.1 "Hypertext" is a system for linking information together in a structured fashion through the Web.

1.2 "Image" is defined in Section 2.2.

1.3 "Licensee's Web site" means the Licensor's Web site found at www._____________.com.

1.4 "Licensor's Content" means all materials comprising Licensor''s Web Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Licensor''s Image.

1.5 "Licensor's Web site" means a collection of HTML documents and related fields located on the Web that are owned by Licensor.

1.6 "Link" is defined in Section 2.1.

1.7 "Web" means the universe of Hypertext documents linked together on the Internet via HTTP and commonly referred to as the "World Wide Web."

2. Link.

2.1 Establishment of Link. Licensor hereby grants to Licensee a non-exclusive, royalty free, world-wide license to establish a Hypertext link from Licensee's Web Site to Licensor's Web Site (the "Link") for the term of this Agreement. Licensee shall place the Link on Licensee's Web Site at _____________.

2.2 Establishment of Image. Licensor may, at Licensor's sole discretion, also grant Licensee in connection with the establishment of the Link a non-exclusive, royalty free, world-wide license to establish a graphical image file provided by Licensor ("Image") on the Licensee's Web Site, which identifies Licensor or contains a logo of Licensor. In the event Licensor grants Licensee a right to establish Licensor's Image on Licensee''s Web Site, Licensee''s right to display the Image on Licensee's Web Site shall be limited to purposes of establishing the Link and shall only appear at the location on Licensee's Web Site where the Link appears and for only such time as specified by Licensor upon grant and in no case longer than the term of this Agreement.

3. Payment. [Describe any payments for the License or referral fees to be paid.]

4. Proprietary Rights of Licensor. As between Licensor and Licensee, Licensor's Content shall remain the sole and exclusive property of Licensor, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant Licensee any ownership right in Licensor's Content....