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See the complete Employment Agreement

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3.1 Purchase Rights. In partial consideration for payment of the Development Payment set forth in Article 2, so long as Customer is not in material breach of this Agreement, during the Royalty Term, QPC hereby agrees to grant Customer the right to purchase units of Products directly from QPC at a price that is no less favorable to Customer than the price offered by QPC to any Third Party for similar quantities

3.2 Purchase Terms and License. QPC hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to incorporate Products purchased from QPC as provided hereunder into Customer’s own products (the resulting product a “Customer Product”) and to sell, have sold, distribute, have distributed, market and export such Customer Products in the Territory (subject to the restrictions in Section 10.1). The license granted in this Section 3.2: (a) is not sublicensable, but includes the right of Customer to have Third Parties carry out the express rights granted herein on Customer’s behalf; (b) does not include the right make, sell, distribute, market or export Products on a stand-alone basis, or otherwise exploit Products except as expressly authorized herein. Customer agrees that it will not use or otherwise exploit the Products in any manner except as expressly permitted in this Agreement and shall not manufacture, market, sell or otherwise distribute Customer Products in violation of any applicable laws, regulations or ordinances. Customer shall not alter or destroy any intellectual property markings (including without limitation trademarks) on Products or their packaging. Customer will indemnify, defend and hold harmless QPC, its Affiliates, and its and their officers, directors, agents, employees, against any claims, suits, losses, or damages (including reasonable attorneys’ fees) arising out of the incorporation of Products into Customer Products, and the manufacture, sale, offering for sale, distribution or marketing of Customer Products (including, without limitation, product liability claims).

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See the complete Development and Royalty Agreement

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• Business Associations Outline (pdf)
• Business Associations Outline (doc)
• Business Organizations Outline (pdf)
• Business Associations Outline (doc)
• Business Associations Outline (doc)

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See the complete Amended and Restated Management Agreement

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(b) If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2008 Plan.

(c) Restricted Shares are subject to the vesting schedule set forth on page 1 of this Award Agreement.

3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

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See the complete Form of Restricted Stock Award Agreement

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See the complete Letter Agreement

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This post points to two contracts posted by SEO professionals that I follow on Twitter.

Status_Girl posted a sample contract she uses for her SEO clients. After the standard this is not legal advice Status_Girl says:

Having bounced around the SEO industry for the past few years, I’ve managed to keep a record of (what I consider to be) useful information when it comes to dealing with SEO clients. When I was an SEO consultant I used this information to create a personalized SEO contract for my business. With all the hoopla out there about SEOs being snakes, deadbeats, etc, I figured now would be an excellent time to share it. I’d like to extend a big “thank you” to Sarah Bird, who recently helped me with some of the legal mumbo jumbo.

Wingnut posted a sample SEO contract on his blog recently. No introductory comments, just the contract. But nice nonetheless. It’s a little more, shall we say, unconventional.

Oh, and if you want to follow me on Twitter, my name is wyliemac.

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Background Paragraph B. Paragraph B of the Background section of the Agreement is amended to read in its entirety as follows:

Local offers Internet users access to (1) various content and services through (a) the Internet web site it owns, operates, hosts and maintains located at http://www.local.com (referred to as the “Local.com Web Site”) and (b) the Internet web site it owns, operates, hosts and maintains located at www.premierguide.com (which Local obtained in connection with its acquisition of the assets of PremierGuide, Inc. on or about July 2007) (the “PG Local-Owned Web Site”), (2) co-branded and private label versions of such content and services (corresponding to the LC Third Party Web Sites (defined below)) on Internet web pages that are owned, operated, hosted and maintained by Local on its own servers and systems (each group of such pages corresponding to each LC Third Party Site, an “LC Co-Branded Site”, and every LC Co-Branded Site, collectively, the “LC Co-Branded Sites”), and (3) various content and services through other Internet web sites which are owned, hosted, operated and maintained by Third Party Networked Web Site Owner(s) (defined below) (collectively, the “Local Networked Sites” and each, a “Local Networked Site”). “LC Third Party Web Site” means each of, and “LC Third Party Web Sites” means all of, (a) the PG Third Party Web Sites, (b) such other web site(s) that are owned and operated by a third party and for which Local hosts a corresponding LC Co-Branded Web Site as of March 1, 2008, and (c) such other web site(s) that are owned and operated by a third party and that Idearc approves (as “LC Third Party Web Site(s)” under this Agreement) in writing after Local’s request (which approval Idearc may grant or deny in its sole discretion) and for which Local hosts a corresponding LC Co-Branded Web Site. “PG Third Party

Click here for the complete first amendment to the PFP Advertiser Distribution Agreement

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• Amendment #1 to the Master Product Agreement
• Purchase and Sale Agreement
• Credit Agreement
• Second-Lien Term Loan Credit Agreement
• U.S. Guarantee and Collateral Agreement
• Demand Response Capacity Delivery Agreement
• Agreement and Plan of Merger
• Application Service Provider / Shipper Services Agreement
• Asset Purchase Agreement
• E-Contracting Application Service Provider Contract
• Addendum to Application Service Provider Agreement
• Schedule D to the Application Service Provider Agreement
• Application Service Provider Agreement
• Application Service Provider Agreement
• Application Service Provider Agreement

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