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Website License Agreement

This Agreement is entered into on this ___________ day of ________, 200_, by and between Golden Interests, Inc. a Pennsylvania corporation doing business as PoconoHotels.com Partner Network (herein "PHAN") and the Partner whose name, state of formation or other identifying characteristic is set forth on the signature page of this Agreement.

The addresses of the parties to this Agreement as well as the dates of execution of this Agreement by Golden Interests, Inc. and Partner are set forth on the signature page.

Recitals A.

This Agreement is qualified in its entirety by the definitions set forth in Section 1 of this Agreement. Terms or phrases not specifically defined in Section 1 should be read in accordance with their general usage and context within this Agreement. All defined terms or phrases are identified with a bold face font and the first letter of each defined word or the first letter of each word in a defined phrase is capitalized throughout this Agreement.

B. PoconoHotels.com Partner Network will provide its proprietary hotel, reservation system (the "PoconoHotels.com Partner Network Proprietary Site") to Partner by providing Partner access to the PoconoHotels.com Partner Network Proprietary Site on the terms and conditions set forth in this Agreement.

C. PoconoHotels.com Partner Network and Partner understand and agree that in the performance of this Agreement each party may have access to information of the other party, their respective parents, subsidiaries and Partners, and their respective customers and suppliers, including but not limited to, trade secrets, marketing and business plans and technical specification and information.

PoconoHotels.com Partner Network and Partner agree to the following terms and conditions:

1. Defined Terms. The terms set forth in this Section are defined as follows:

(a) "Partner Customers" mean customers who purchase travel from the Designated Partner Pages on the PoconoHotels.com Partner Network Proprietary Site. An Partner Customer will also be deemed a customer of PoconoHotels.com Partner Network.

(b) "Partner Site" means the world wide web site(s) owned and operated by Partner.

(c) "Confidential Information" means trade secrets, marketing and business plans and technical specification and information, which upon being declared in writing as confidential information, whether by letter or by the use of a confidential or proprietary stamp or legend, prior to or at the time of disclosure to the other party, becomes Confidential Information.

(d) "Designated Partner Pages" means those pages on the PoconoHotels.com Partner Network Proprietary Site which are specifically designed for use in connection with the Partner Site, which are to be linked to via the PoconoHotels.com Partner Network Proprietary Link on the Partner Site and which have been accepted as to substance, background image, color, look and feel by Partner.

(e) "PoconoHotels.com Partner Network Proprietary Link" means the URL link provided to Partner by PoconoHotels.com Partner Network for placement on the Partner Site, which is identified by its URL designation set forth on the signature page of this Agreement and which links the Partner Site to the Designated Partner Pages on the PoconoHotels.com Partner Network Proprietary Site.

(f) "PoconoHotels.com Partner Network Proprietary Site" means the World Wide Web site identified by its URL designation http://www.PoconoHotels.com Partner Network or any of its subdirectories, including the Designated Partner Pages.

2. Obligations of PoconoHotels.com Partner Network.

(a) Technical Support. At the request of Partner, PoconoHotels.com Partner Network will make available PoconoHotels.com Partner Network technical administrators to modify all link colors, backgrounds and logos of the PoconoHotels.com Partner Network Proprietary Link on the Partner Site and all link colors, backgrounds and logos on the Designated Partner Pages such that there is a reasonable integration of the PoconoHotels.com Partner Network Proprietary Link and the Designated Partner Pages with the Partner Site.

(b) Partner Site Development Cost. Development of the Partner Site shall be at the cost and expense of the Partner except as provided in Section 2(a) of this Agreement.

(c) Partner Customer Service. PoconoHotels.com Partner Network will maintain customer service to assist Partner Customers with travel assistance, grievances, complaints and provide other related travel services in the ordinary course of business in accordance with standard travel industry practice. Partner agrees and acknowledges that PoconoHotels.com Partner Network is responsible for reservation fulfillment and customer service. All reservation inquiries shall be directed exclusively to PoconoHotels.com Partner Network.

3. Limited License.

(a) Grant of License to Partner. PoconoHotels.com Partner Network grants to Partner during the term of this Agreement, a non-exclusive worldwide limited license:

(i) to provide to users of the Partner Site access to the PoconoHotels.com Partner Network Proprietary Link and the Designated Partner Pages on the PoconoHotels.com Partner Network Proprietary Site along with the content contained therein; and (ii) at the Partner’s sole cost and expense, the Partner may create materials that incorporate elements of or information contained in the PoconoHotels.com Partner Network Proprietary Site and copy, display, publish and distribute the content of the PoconoHotels.com Partner Network Proprietary Site for promotional purposes. Each party hereby grants to the other during the term of this Agreement the right to use such trademarks or trade names of the granting party as may be agreed upon (in a separate writing) for inclusion in the Partner Site, the PoconoHotels.com Partner Network Proprietary Site, the PoconoHotels.com Partner Network Proprietary Link and the Designated Partner Pages as long as the granting party maintains quality control over the marks and any use of the marks inures to the benefit of the granting party. Partner shall prominently display on the Partner Site the phrase “Powered by PoconoHotels.com Partner Network” on all Interactive Partner Network search form pages.

(b) Grant of License to PoconoHotels.com Partner Network.

Upon obtaining the prior written consent of Partner, the Partner grants to PoconoHotels.com Partner Network a non-exclusive royalty-free license during the term of this Agreement to use, reproduce, electronically distribute and publicly display the Designated Partner Pages for the promotion for which the written consent is given.

4. Exclusivity. Partner shall not during the term of this Agreement, either directly on the Partner Site, or indirectly through advertisements or links on the Partner site, offer or market any hotel booking products or services, condominium rental service or automobile rental service, other than through the PoconoHotels.com Proprietary Link or the PoconoHotels.com Proprietary Site, provided that this section shall not limit the right of Partner to enter into an agreement with Golden Interests, Inc. or any of its Partners.

5. Advertising.

PoconoHotels.com Partner Network reserves the right to serve advertising on the Designated Partner Pages. PoconoHotels.com Partner Network shall be responsible for the sale and management of advertising on the Designated Partner Pages. All advertising revenue shall be paid to PoconoHotels.com Partner Network. Partner shall exercise no control over the design, placement or content of any advertising appearing on the Designated Partner Pages, however, PoconoHotels.com Partner Network agrees that all advertising on the Designated Partner Pages shall not contain any sexually explicit material or advertise any adult-oriented sites.

6. Compensation.

PoconoHotels.com Partner Network agrees to pay to the Partner a commission calculated as set forth on Exhibit A.

7. Reporting and Payment. Booking statistics relating to Partner, including daily activity and monthly and quarterly reports may be accessed by Partner on the PoconoHotels.com Partner Network Proprietary Site by Partner providing Partner’s unique user name and password. Partner, at Partner’s own expense, may elect to inspect PoconoHotels.com Partner Network’s accounts and records (to verify the amount of commissions earned by Partner) at intervals of six (6) months during the term of this Agreement. Partner agrees that PoconoHotels.com Partner Network will be the only party to bill and collect booking commissions from any travel supplier. Partner shall be paid as provided on Exhibit A.

8. Limited Warranty; Indemnity.

(a) Limited Warranty. PoconoHotels.com Partner Network warrants that (i) to the best of its knowledge, it has the right to provide the content of the PoconoHotels.com Partner Network Proprietary Site, including the content of the Designated Partner Pages and (ii) to the best of its knowledge, at the time of delivery of the content of the PoconoHotels.com Partner Network Proprietary Site and the Designated Partner Pages, such content will not materially violate or infringe the rights of any third party. Similarly, Partner warrants that (i) to the best of its knowledge, it has the right to provide the content of the Partner Site and any information provided to PoconoHotels.com Partner Network by Partner for inclusion in the PoconoHotels.com Partner Network Proprietary Link or the Designated Partner Pages and (ii) to the best of its knowledge, at the time of delivery of the content or information provided to PoconoHotels.com Partner Network by Partner for inclusion in the PoconoHotels.com Partner Network Proprietary Link or the Designated Partner Pages, such content or information will not materially violate or infringe the rights of any third party.

(b) Indemnity. In the event of any claim by any third party against the Partner arising out of a breach of PoconoHotels.com Partner Network’s warranty contained in Section 8

(a), PoconoHotels.com Partner Network shall defend such claim, suit or action in Partner’s name but at PoconoHotels.com Partner Network’s expense. PoconoHotels.com Partner Network shall indemnify and hold harmless Partner against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorney’s fees) arising from or related to such claim, whether or not such claim is successful. Similarly, in the event of any claim by any third party against PoconoHotels.com Partner Network arising out of a breach of Partner’s warranty contained in Section 8(a), Partner shall defend such claim, suit or action in PoconoHotels.com Partner Network’s name but at Partner’s expense. Partner shall indemnify and hold harmless PoconoHotels.com Partner Network against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorney’s fees) arising from or related to such claim, whether or not such claim is successful.

9. Confidential Information.

(a) Financial Information as Confidential Information. The financial information regarding the calculation of and the amounts paid hereunder by PoconoHotels.com Partner Network as provided in Section 6 and Exhibit A to Partner shall be considered Confidential Information.

(b) Management of Confidential Information. Each party agrees that: (i) all Confidential Information shall remain the exclusive property of the owner; (ii) it shall maintain, and shall cause its employees and agents and subcontractors to maintain, the confidentiality and secrecy of the other party’s Confidential Information; (iii) it shall take all reasonable action necessary to ensure that its employees and agents do not copy, publish, manipulate, disclose to others or otherwise use the Confidential Information of the other party; and (iv) it shall return or destroy all copies of the other parties Confidential Information upon request of the other party, and indemnify and hold harmless the owner from and against all damages and expenses (including attorney fees and costs) arising from a breach of this provision.

(c) Exclusion to Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission on the part the receiving party, (ii) is disclosed to third parties by the owner without restriction on such third parties, (iii) is in the receiving party’s possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement, (iv) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, (v) is independently developed without access or reference to the disclosing party’s Confidential Information, or (vi) is released from confidential treatment by written consent of the disclosing party.

10. Limitation on Damages.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.

11. Effectiveness

This Agreement shall be effective upon the date set forth on the signature page below.

12. Agreement Term; Termination.

(a) Term of Agreement. The term of this Agreement shall commence on the date of execution by PoconoHotels.com Partner Network as set forth on the signature page of this Agreement and, unless terminated earlier under Section 12(b), shall terminate three (3) years from the date on which the term of this Agreement commenced.

(b) Termination for Default. If either party shall materially breach any provision contained in this Agreement and such breach shall not have been cured within thirty (30) days after written notice thereof has been given to the appropriate party, the party giving such notice may then give further written notice to such other party terminating this Agreement, in which event this Agreement and rights granted hereunder shall terminate on the date specified in such further notice. The foregoing sentence will be disregarded if either party in its sole judgment believes that the breach by the other party of this agreement constitutes an immediate and material threat to its integrity and this Agreement shall terminate immediately without the requirement of any notice to the other party.

(c) Removal Upon Termination. Upon the termination of this Agreement for any reason, the Partner shall immediately terminate all access to the Designated Partner Pages through the PoconoHotels.com Partner Network Proprietary Link, and the license under Section 3 hereof shall automatically terminate.

(d) Survival of Payment Obligations. Termination of this Agreement shall not affect the obligation of either party to pay the amounts owing or to become owning pursuant to this Agreement on or before the date of such termination.

13. Predatory Advertising

Partner agrees not to use any predatory advertising methods designed to generate traffic from sites they have not contracted within the online promotion of the Partner’s products, services or Partner program and agrees to prohibit their websites from such predatory advertising methods. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner’s, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plugins such as TopText and +Surf, banner replacement technology such as Gator, browser spawning technology that is not web site dependent.”

14. Miscellaneous.

(a) Force Majeure. If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions or any other reason beyond its reasonable control, such condition shall be deemed to be a valid excuse for delay of performance or for nonperformance of any such duty or obligation for the period during which such condition exists.

(b) Relationship of the Parties. Notwithstanding anything to the contrary, this Agreement does not and shall not be deemed to constitute a partnership or joint venture between the parties and neither party nor any of their respective directors, officers, employees or agents shall, by virtue of the performance of their obligations under this Agreement, be deemed to be an agent or employee of the other.

(c) Press Releases/Announcements/Collateral. All press releases, announcements, or collateral materials referring to this Agreement must be approved by both parties before being released to the press or any third party.

(d) Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania applicable to contracts made and performed in that state without regard to conflict of law principles.

(e) Dispute Resolution. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the parties are unable to resolve the dispute by negotiation, either party shall have the right to submit the dispute to binding arbitration ("Arbitration"). Such Arbitration shall be conducted under the rules of the American Arbitration Association's Commercial Arbitration Rules. The arbitrator will be selected by agreement of the parties. If the parties cannot agree on an arbitrator, an arbitrator will be designated by the American Arbitration Association. Any arbitrator so designated must be acceptable to all parties. The arbitrator shall have the authority to award compensatory damages only. The award rendered by the arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. Other than those matters involving injunctive relief as a remedy, including during a pending Arbitration, or any action necessary to enforce the award of the arbitrators, the provisions of this paragraph shall be a complete defense to any suit, action or other proceeding instituted in any court with respect to any dispute, controversy or claim arising out of or related to this Agreement or the creation, validity, interpretation, breach or termination of this Agreement. Each party shall be responsible for its own expenses, including legal fees, incurred in the course of the Arbitration. The fees of the arbitrator shall be divided evenly between the parties. The Arbitration shall be conducted in Monroe County, Pennsylvania USA. The provisions of this paragraph will not prevent either party from seeking (i) equitable relief regarding the other party's breach of its confidentiality provisions of the Agreement or (ii) specific performance of the other party's material breach of its obligations under this Agreement. Both parties agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their responsibilities under this Agreement that are not affected by the dispute.

(f) Assignment; Amendment; Entire Agreement.

Neither party shall assign this Agreement in whole or part without the prior written consent of the other party except that either party may assign this Agreement in its entirety to its parent, any subsidiary in which it holds a majority voting interest, or any Partner or in connection with a merger, reorganization or sale of a substantial part of the business to which this Agreement relates. This Agreement sets forth the entire agreement and understanding of the parties hereto concerning the subject matter hereof; supersedes and replaces all prior agreements, arrangements, and understandings between the parties; and may be amended, modified, superseded or canceled only by a written instrument executed by both parties.

(g) Transfer of Partner Site. Prior to the sale or transfer of the Partner Site, Partner shall obtain to the agreement of the transfer to be bound by the terms of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Execution set forth below.

Golden interstes, Inc. d/b/a PoconoHotels.com Partner Network

By:

Partner Name:

By:

Print Name

Print Title:

Address:

PoconoHotels.com Partner Network Proprietary Link http://

 

EXHIBIT A

PoconoHotels.com Partner Network Commission Schedule

PoconoHotels.com Partner Network agrees to pay Partner a commission according to the following schedule with respect to travel booked by Partner Customers through the PoconoHotels.com Partner Network Proprietary Site:

(i) 3% in any month where gross room sales are less than $100,000

3.5% in any month where gross rooms sales are more than $100,000 and less than $200,000

4% in any month where gross room sales are more than $200,000

The gross amount is exclusive of tax charges and added service fees and adjustments to Partner Customers based upon hotel rooms or other lodging products for which the rental rate is contracted in advance and the room is consumed. Commissions shall be paid no later than the 15th day of the month following the month in which such Rooms are consumed. A room shall be considered consumed upon check-out by the guest for the stay reserved through the PoconosHotels.com Partner Network Proprietary Site.

(ii) The above % of the Industry Standard Commission owed to PoconoHotels.com Partner Network with respect to all fulfilled, consumed and commissionable travel products booked through the PoconoHotels.com Partner Network Proprietary Site provided that if PoconoHotels.com Partner Network collects less than the Industry Standard Commission with respect to such bookings, the commission rate will be the above % of the amount actually received by PoconoHotels.com Partner Network Inc. PoconoHotels.com Partner Network will pay such commission to Partner no later than the 15th day of the month following receipt by PoconoHotels.com Partner Network of commissions with respect to such bookings. For purposes of this Agreement, the "Industry Standard Commission" is acknowledged to currently be 10% of the room rate with respect to domestic hotels, The parties acknowledge that the Industry Standard Commission is subject to change and that changes in the Industry Standard Commission shall not be grounds for termination of any part of this Agreement.