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Sample Business Contracts

Joint Marketing/Sales Representative Agreement - NetStart Inc. and ADP Inc.

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                                 EXECUTION COPY

               ADP JOINT MARKETING/SALES REPRESENTATIVE AGREEMENT

AGREEMENT dated January 23, 1998 between NetStart, Inc., a Delaware corporation
with offices at 11495 Sunset Hills Road, Reston Virginia 20190 ("NETSTART") and
ADP, Inc., a Delaware corporation with offices at One ADP Boulevard, Roseland,
New Jersey 07068 (together with its subsidiaries and affiliates, "ADP").

1.     Overview.

       A.     ADP and NETSTART agree that ADP will conduct a pilot marketing
              program to market and obtain orders for NETSTART's Internet
              recruiting software (including TeamBuilder, TeamBuilder on-line,
              Career Builder, and any related product or service, collectively
              referred to herein as the "Products") to the current ADP client
              base, and/or to potential ADP clients, using a "co-brand strategy"
              (the "Pilot"). For purposes of this Agreement, "Co-brand strategy"
              shall mean that (i) NETSTART will package the Products for
              sale/distribution to ADP acquired clients (as defined below) with
              an ADP approved ADP logo; (ii) certain NETSTART product literature
              chosen by ADP will be reprinted (at ADP's cost) and will bear
              ADP's name and logo (standard NETSTART reports will not be
              changed); (iii) both ADP and NETSTART agree to cooperate with each
              other in the use of their respective logos; provided however, that
              in no event shall either party use the other party's name,
              trademark(s) or logo without prior written consent; and (iv) ADP
              and NETSTART will work together to develop a package of NETSTART
              products/services, which will be packaged together and offered
              exclusively to ADP, as provided below, including but not limited
              to a customized ADP web site (which shall be similar in form and
              functionality to NETSTART's existing TeamBuilder on-line web
              sites). NETSTART will be solely responsible for the development
              and support of the Products (including customer support);
              packaging, distribution and shipment of the Products to ADP
              clients and prospects and support of those clients; provided
              however, that if ADP requests special or non-standard NETSTART
              packaging, ADP shall pay the costs of customizing such packaging.
              ADP, as sales representative for NETSTART, shall be responsible
              for marketing and obtaining orders for the Products from its
              clients and prospects, as well as billing such clients and
              prospects for the Products, in accordance with the provisions of
              this Agreement. ADP's right to market and obtain orders for the
              Products is worldwide and is not limited in any respect (including
              but not limited to with respect to distribution channels, target
              markets and marketing strategies). Each ADP client or prospect
              that has purchased a Product and with respect to which ADP has
              forwarded an order form to NETSTART, shall be deemed to be an "ADP
              acquired client".

2.     Product Pricing and Revenue Sharing.

       A.     ADP, as sales representative for NETSTART, may procure orders with
              no more than a 30% discount from NETSTART's list prices; provided
              however, that orders from certain clients may reflect greater
              discounts to match those being offered by NETSTART to comparably
              situated clients. ADP and NETSTART agree to cooperate in
              negotiating with large major and national account clients that
              require special pricing. NETSTART's current list prices are set
              forth in the attached Price Lists. NETSTART agrees to provide ADP
              with written notice of changes in pricing at least 30 days in
              advance of the effective date. NETSTART agrees that it will not
              increase the pricing shown in the attached Price List unless it is
              raising its prices to all customers generally. NETSTART further
              agrees, that at all times during the term of this Agreement, its
              charges to ADP acquired clients for services shall


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              be at least as low as its lowest charges for such services to any
              of its similarly situated customers and that it will not offer any
              other sales representative, or joint marketing, reseller or
              similar company, a combination of sales commissions and customer
              discounts that will be greater than those offered to ADP hereunder
              unless also offered to ADP.

       B.     As its sales commission for sales arranged on behalf of NETSTART,
ADP will be entitled to retain revenue for all sales of Products made to ADP
acquired clients as follows:

              (i)    Job postings to CareerBuilder and Affiliate Sites
("Affiliates" means all Internet Media Sites utilizing NETSTART'S CareerBuilder
technology):

<TABLE>
<CAPTION>
Total Quarterly Revenue*            % Revenue to ADP for              % Revenue to ADP for
------------------------          CareerBuilder Postings:               Affiliate Postings:
                                  -----------------------               -------------------
<S>                               <C>                                 <C>
<  $18M/quarter                             50%                                 25%
   $18M-$60M/quarter                        54%                                 27%
>  $60M but < $120M/quarter                 57%                                 29%
>= $120M/quarter                            60%                                 31%
</TABLE>


              (ii)   Set-Up; Misc. Monthly Fees: ADP will also retain a pass
              through equal to 66% of all monthly minimum fees and of all client
              account set-up, installation and support fees for all ADP acquired
              clients.

              (iii)  TeamBuilder Software Sales: ADP will also retain a pass
              through equal to 50% of all revenues received by ADP for all sales
              of TeamBuilder software made to ADP acquired clients.

              (iv)   Advertising: ADP will also retain a pass through equal to
              50% of all revenues received by ADP for all sales of on-line radio
              and banner advertising made to ADP acquired clients.

              (v)    ADP will make revenue pass through payments to NETSTART by
              check, to the address indicated by NETSTART from time to time in
              writing, quarterly in arrears with respect to all revenues
              recognized by ADP in the previous quarter which arose under this
              Agreement. All such payments will be net of any credits issued to,
              'bad debt' and similar write-offs for, ADP acquired clients. The
              revenue sharing percentage for CareerBuilder postings will be set
              each quarter in arrears at the quarterly revenue plateau achieved
              during such quarter. If the pre-paid revenue payments made by ADP
              under the terms of paragraph C below have been exhausted before
              June 1, 1999, then ADP shall make estimated revenue pass through
              payments to NETSTART monthly during the Monthly Payment Period,
              which will be reconciled quarterly in arrears. "Monthly Payment
              Period" shall mean the period commencing with the first full
              calendar month following the month in which the pre-paid revenue
              payments have been exhausted and ending on the earlier to occur of
              (1) June 30, 1999 and (2) the sixth monthly payment.

       *  This is a total monthly revenue number that would be recognized
          under Generally Accepted Accounting Practices for all NETSTART
          related products and/or services for which orders were





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     procured by ADP, including CareerBuilder postings, Affiliate site postings,
     TeamBuilder Software, and other TeamBuilder On-line set-up or service fees,
     all as calculated without taking commissions payable to ADP into account.
     ADP shall continue to receive the revenue pass through for an ADP acquired
     client for as long as such client continues to receive any NETSTART product
     or service for which orders were procured by ADP, regardless of the
     termination or expiration of this Agreement or the status of the joint
     marketing/distribution relationship between ADP and NETSTART.

       C.     Notwithstanding the foregoing, in recognition of certain marketing
       and developments costs incurred by NETSTART in launching this Pilot, ADP
       shall make a $1.5 million pre-paid revenue payment to NETSTART, payable
       as follows: (i) $500,000 payable upon execution of this Agreement by both
       parties, (ii) $500,000 payable to NETSTART upon commencement of Phase 2
       and (iii) $500,000 payable to NETSTART upon commencement of Phase 3.
       NETSTART agrees that ADP shall be entitled to receive the first
       $1,500,000 revenue earned by NETSTART as a result of sales of the
       Products from orders procured by ADP

              For purposes of this Section, "Phase 2" shall mean the expansion
       of ADP's involvement in marketing and obtaining orders for the Products
       to clients and prospects in up to 12 of its Major Account regions which
       shall occur on or before May 1, 1998 and "Phase 3" shall mean the
       expansion of ADP's marketing of the Products nationally, to all of its
       Major Account regions (which at the time of signing this Agreement
       numbered 40) which shall occur on or before August 1, 1998. In each case
       the progression to the next Phase of the joint marketing/distribution
       arrangement shall be evidenced by ADP's written notification to NETSTART
       setting forth the date of such advancement. ADP shall be obligated to
       proceed to Phase 2 of the arrangement unless, in its reasonable business
       judgment one of the following events has occurred: (i) TeamBuilder
       on-line is no longer reasonably competitive in the marketplace (either in
       functionality or price) or (ii) NETSTART's client base (excluding ADP
       acquired clients) for its TeamBuilder on-line product is not at least 190
       by April 1, 1998. ADP may elect, in its sole discretion, not to proceed
       to Phase 3 by giving written notice to NETSTART on or before June 1,
       1998. If ADP elects not to proceed to Phase 3, then ADP shall not make
       the last $500,000 prepaid revenue payment and the exclusivity provisions
       contained in Section 3A and B below shall immediately terminate. If ADP
       elects to proceed to Phase 3, the final pre-paid revenue payment shall be
       made on or before June 30, 1998.

3.     Exclusivity:

       A.     NETSTART agrees that it will not, without the prior written
              approval of ADP, during the term of this Agreement, enter into any
              new reseller, distribution or similar agreement with (i) any HRIS
              provider which offers payroll software or payroll processing
              services similar to those offered by ADP, to sell or distribute
              any or all of the Products in the United States or Canada or (ii)
              another payroll or benefits administration provider.

       B.     ADP agrees that it's Employer Services division will not, without
              the prior written approval of NETSTART, during the term of this
              Agreement, enter into any new joint marketing, reseller,
              distribution or other arrangement, or any agreement similar in
              nature to this Agreement with another provider of Internet
              recruitment services which offers products or services similar to
              NETSTART's TeamBuilder on-line product (or its successor(s)) in
              the United States or Canada. Notwithstanding the foregoing, ADP
              may enter into such an arrangement with a provider of a
              product/service that has features/functionality not





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              adequately addressed by TeamBuilder on-line or that targets a
              market segment not adequately served by TeamBuilder on-line.

4.     ADP Agrees to:

       A.     Forward, either by facsimile or electronically, to NETSTART
              headquarters an order form for each ADP client or prospect
              electing to contract for any of the Products, with terms and
              conditions similar to the NETSTART agreement attached to this
              Agreement. NETSTART may reject any order which contains terms
              which are additional or different from those in such attached
              agreement or is received from a customer determined by NETSTART in
              its reasonable business judgment to be unacceptable.

       B.     Market the Products to its existing and prospective clients
              through, at a minimum, its Major Accounts Division direct sales
              force (the "Sales Team") and its web-site.

       C.     Do all billing and collections for any NETSTART or Affiliate
              products and/or services for which the order was procured by or on
              behalf of ADP. NETSTART will work with ADP in good faith to define
              the necessary processes, procedures, and data flows to enable ADP
              to perform this billing and collection function. It is also agreed
              that NETSTART will, upon written request by ADP, assume
              responsibility for performance of the billing and collection for
              NETSTART or Affiliate products and/or services for which the order
              was procured by or on behalf of ADP on a monthly basis; provided
              however, that if ADP has not assumed responsibility for these
              billing and collection functions prior to Phase 3, ADP's revenue
              share will decrease by 5% until such time as ADP has assumed the
              billing and collections responsibilities.

       D.     Allow on-site visits at NETSTART's option to ADP's place or places
              of business upon reasonable prior written notice and during normal
              business hours and allow NETSTART, or its accountants, to
              periodically examine and make copies of all books and records of
              ADP insofar as they relate to this Agreement.

       E.     Establish "roll-call", sales incentive and commission policies for
              the Products that are consistent with those established by ADP
              with respect to ADP's own products and services.

       F.     Not to disassemble, decompile or otherwise reverse engineer the
              Products or otherwise attempt to learn the source code, structure
              or algorithms or ideas underlying the Products or modify the
              Products.

       G.     To keep NETSTART informed as to any material problems encountered
              with the Products and any resolutions arrived at for those
              problems, and to communicate (unless prohibited by confidentiality
              obligations) promptly to NETSTART any modifications, design
              changes or improvements of the Products suggested by any customer,
              employee or agent. ADP will also promptly notify NETSTART of any
              infringement of any trademarks or other proprietary rights to the
              Products of which ADP becomes aware.

       H.     Defend, indemnify and hold NETSTART, its successors, assigns,
              officers, directors, employees, associates or agents harmless from
              and against any and all claims and causes of action brought
              against NETSTART by a third party, including any and all damages,
              losses, expenses, attorney's fees, costs and liabilities sustained
              by NETSTART arising out


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              of the failure of ADP to meet its obligations under this
              Agreement. In any proceeding to enforce this indemnification, all
              defenses to the claimed failure to meet obligations are preserved.



5.     NETSTART Agrees to:

       A.     Assist ADP with the development of marketing materials, sales
              training for the ADP sales force and the presentation of the
              Products to target ADP's Major Accounts.

       B.     Perform all customer account set-up; customer orientation and
              training (to the same extent NETSTART offers orientation and
              training to its non-ADP acquired clients); order entry; customer
              service; product support; order processing and delivery; and
              report interpretation; as well as any other function normally
              performed by NETSTART in selling (other than the marketing and
              billing/collection activities expressly undertaken by ADP pursuant
              to the terms of this Agreement) and supporting its products,
              including without limitation the following:

              (i)    Manufacturing- NETSTART will manufacture all goods and
                     assemble the Products. NETSTART will choose all vendors
                     used for manufacturing, including printing, disk
                     duplication and assembly.

              (ii)   Fulfillment-NETSTART will handle all fulfillment of the
                     Products', sales, including warehousing, pick and pack,
                     labeling of package, carrier (shipper) cost and selection,
                     tracking of shipment as well as management of returns.

              (iii)  Billing Support-NETSTART will track all sales of the
                     Products made from orders procured by ADP and will develop
                     and maintain a billing summary report (the content, format
                     and transmission method of which will be approved by ADP)
                     and will forward such report to ADP within 15 days of the
                     end of each calendar month.

              (iv)   Technical Support-NETSTART will handle all technical
                     support for the Products' customers (from 8 AM to 8 PM
                     EST); all calls associated with the Products, including
                     customer comments, product enhancements and technical flaws
                     will be tracked and addressed by NETSTART. NETSTART will
                     make their call log available to ADP upon request.

              (v)    Customer Service-NETSTART will also handle all customer
                     service and will have representatives available from 8 AM
                     to 8 PM EST to receive customer calls. NETSTART will
                     establish and maintain a toll-free telephone number which
                     will be exclusively available to ADP acquired clients for
                     customer service and technical support (including, but not
                     limited to, implementation of NETSTART products and
                     services). NETSTART will also track all customer service
                     issues and a report of such customer service activities
                     will be made available to ADP upon request.

              (vi)   Packaging- NETSTART will manage all packaging activities
                     including design, film, printing, and assembly. ADP will
                     have the opportunity to proof and approve package design to
                     ensure that ADP's brand integrity is maintained.

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              (vii)  Updates; Product Enhancements-NETSTART will maintain an
                     appropriate staff (both in size and qualifications) to
                     continually update and enhance the Products, so that the
                     Products contain those features and functionality
                     (including but not limited to, compatibility with
                     state-of-the-art platforms and Internet services) required
                     to keep the Products competitive in the marketplace.
                     NETSTART will consider in good faith all Product
                     improvements recommended by ADP.

       C.     Process and fulfill orders for ADP acquired clients in the same
              manner and with the same urgency and degree of care as its non-ADP
              acquired clients.

       D.     Provide Product literature and sales tools for the ADP Sales Team
              and to package the Products with the appropriate product reference
              guides and instructions. It is agreed that all such packaging will
              be approved in advance by ADP and NETSTART and that the
              reproduction of all such literature shall be at ADP's expense.

       E.     Allow on-site visits at ADP's option to NETSTART's place or places
              of business upon reasonable prior written notice and during normal
              business hours and allow ADP, or its accountants, to periodically
              examine and make copies of all books and records of NETSTART
              insofar as they relate to this Agreement.

       F.     Use all reasonable efforts to assist ADP in integrating the
              TeamBuilder on-line products with ADP products; such integration
              will include, at a minimum, development of a link from ADP's PC
              Payroll for Windows, HR Perspective and CSS HRizon products to
              TeamBuilder on-line which will enable a user to access NETSTART's
              on-line recruiting product by merely 'clicking' on an icon.

       G.     Develop and launch a TeamBuilder on-line site for ADP on or before
              January 15, 1998. ADP's on-line recruiting web site will consist
              of developing a private-label ADP career center integrating
              NETSTART's Internet recruiting technology into ADP's Web site.
              NETSTART will consult with ADP on the specifications and will
              consider all ADP suggestions and modifications in good faith.

       H.     Promptly inform ADP of (a) any problems encountered with the
              products or services and any resolutions arrived at for those
              problems; (b) all modifications, additions or changes in the
              products or services or its marketing strategy with respect
              thereto; (c ) required changes in the marketing, sales or related
              documentation and (d) known changes in any laws or regulations, in
              each case to the extent it that would affect ADP's ability to
              perform its obligations under this Agreement. For purposes of
              clause (a) of this paragraph H, "promptly" shall mean within three
              (3) business days of NETSTART's discovery of the problem and/or
              resolution.

       I.     To honor the pricing set forth in each customer's order form for
              the term set forth therein, regardless of termination of this
              Pilot or NETSTART's marketing relationship with ADP.

       J.     Warrant that the TeamBuilder software, CareerBuilder and
              TeamBuilder on-line services (and any successor products and
              services) will (i) perform functionally as described in NETSTART's
              published marketing literature and specifications and (ii) be free
              from material defects in design, workmanship and materials which
              prevent them from being used

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              for their intended purposes. NETSTART MAKES NO OTHER WARRANTIES
              WITH RESPECT TO THE PRODUCTS OR ANY SERVICES AND DISCLAIMS ALL
              OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY,
              INFRINGEMENT (EXCEPT AS SET FORTH BELOW IN PARAGRAPH K) AND
              FITNESS FOR A PARTICULAR PURPOSE.

              K. Defend, indemnify and hold harmless ADP, its successors,
              assigns, officers, directors, employees, associates or agents
              harmless from and against any and all claims and causes of action
              brought against ADP by a third party, including any and all
              damages, losses, expenses, attorney's fees, costs and liabilities
              sustained by ADP arising out of the failure of the NETSTART to
              meet its obligations under this agreement. In any proceeding to
              enforce this indemnification, all defenses to the claimed failure
              to meet obligations are preserved. NETSTART shall also defend,
              indemnify and hold harmless ADP, at NETSTART's own cost and
              expense, from any claims, actions, suits or proceedings asserted
              or brought in connection with any allegations that the Products
              infringe or violate any patent, copyright, trade secret or other
              proprietary right of any third party and NETSTART shall hold ADP
              harmless from and against any and all costs (including reasonable
              attorneys' fees), damages, interest and liabilities assessed
              against or incurred by ADP in connection with any such claim,
              action, suit or proceeding; provided that ADP has taken all
              reasonable steps to mitigate any potential damages which may
              result, provided that such steps do not require ADP to incur any
              out-of-pocket costs or expenses. ADP agrees to promptly notify
              NETSTART of any and all threats, claims and proceedings arising
              under this indemnification and to give reasonable assistance and
              the opportunity to assume sole control over the defense and all
              negotiations for a settlement or compromise to NETSTART. NETSTART
              will not be responsible for any settlement entered into by ADP
              that it did not approve in writing. The foregoing indemnification
              obligation of NETSTART does not apply to the extent that the
              infringing Product or portions or components thereof or
              modifications thereto were not supplied or approved by NETSTART,
              or were combined with other products, processes or materials not
              supplied or approved by NETSTART (where the alleged infringements
              relates to such combination).



6.     Product Training/Meeting Attendance.

       A.     In addition to any specific obligations set forth above in
              Sections 4 and 5, each party agrees, to the extent relevant to
              this Agreement, to cooperate with the other in good faith to
              educate and train such other party with respect to its business,
              products and services; including without limitation, permitting
              the other party to attend relevant sales or user group meetings.
              The extent of each party's participation in such meetings and the
              selection of which meetings to attend shall be mutually agreed
              upon between ADP and NETSTART.

       B.     Each party also agrees to cooperate in good faith to identify and
              attend appropriate seminars and conventions and, where
              appropriate, to make a joint presentation or set-up a joint booth
              (or its equivalent) at such events.

       C.     ADP and NETSTART shall each bear responsibility for the cost of
              their respective foregoing meeting, seminar and convention
              attendance and visits.


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7.     ADP's Equity Investment

       A.     Pursuant to the terms of the Class D Convertible Preferred Stock
              Purchase Agreement and the Warrant Agreement, each between ADP and
              NETSTART and of even date herewith, ADP has purchased 5.8% of the
              Class D Convertible Preferred Stock of NETSTART for the sum of $3
              million. ADP and NETSTART intend to create an ongoing strategic
              relationship between their two businesses, in part through the
              acquisition by ADP of the minority interest in NETSTART and in
              part by entering into this joint marketing/distribution agreement.

8.     Term and Termination.

       A.     This Agreement shall continue until the second anniversary of the
              date hereof (the "Initial Term"), and thereafter shall continue
              automatically unless and until terminated in accordance with the
              following provisions:

              (i)    ADP may terminate this Agreement at any time after the
                     Initial Term by giving NETSTART not less than one hundred
                     and twenty (120) days' written notice;

              (ii)   NETSTART may terminate the exclusivity provisions of this
                     Agreement (Section 3, paragraphs A & B together but not
                     separately) as follows: (a) by written notice to ADP within
                     60 days of the end of the Initial Term, if total annual
                     revenues generated from ADP acquired client's (without
                     deducting ADP's revenue pass back) did not equal or exceed
                     $17.5 million in the Initial Term; (b) by written notice
                     to ADP if total annual revenues generated from ADP acquired
                     clients (without deducting ADP's revenue pass back) in the
                     first year after the Initial Term do not equal or exceed
                     $17.5 million; (c ) by written notice to ADP if total
                     annual revenues generated from ADP acquired clients
                     (without deducting ADP's revenue pass back) in the second
                     year after the Initial Term do not equal or exceed $35
                     million; or, $50 million in any year thereafter; or (d) by
                     giving 90-days prior written notice to ADP if ADP offers a
                     product/service for sale in the United States which is
                     substantially similar to TeamBuilder on-line;

              (iii)  NETSTART may terminate this Agreement at any time after the
                     third anniversary of this Agreement, as follows: (a) by
                     giving one year prior written notice to ADP if total annual
                     revenues generated from ADP acquired clients (without
                     deducting ADP's revenue pass back) did not equal or exceed
                     $5 million in any one year; (b) by giving two years prior
                     written notice to ADP if total annual revenues generated
                     from ADP acquired clients (without deducting ADP's revenue
                     pass back) did not equal or exceed $10 million in any
                     two-year period; or (c ) by giving three years prior
                     written notice to ADP if total annual revenues generated
                     from ADP acquired clients (without deducting ADP's revenue
                     pass back) did not equal or exceed $20 million in any
                     three-year period; and

              (i)    Either party may terminate this Agreement for cause
                     immediately upon the occurrence of an Event of Default
                     (defined below in Section 9).

       B.     Notwithstanding termination or expiration of this Agreement,
              NETSTART's obligation to pay the revenue pass through to ADP shall
              continue with respect to each ADP acquired client as provided for
              herein.

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9.     Events of Default.

       A.     The following constitute events of default under this Agreement:
              (a) if the other party ceases to do business, or otherwise
              terminates its business operations or if there is a material
              change in control of the other; (b) if the other party materially
              breaches any material provision of this Agreement and fails to
              substantially cure such breach within 30 days of receipt of
              written notice describing the breach; or ( c) if the other party
              becomes insolvent, generally stops paying its debts as they become
              due or seeks protection under any bankruptcy, receivership, trust
              deed, creditors arrangement, composition or comparable proceeding,
              or if any such proceeding is instituted against the other (and not
              dismissed within 90 days). For purposes of this provision, a
              "change of control" shall not include a registered public offering
              of either company's stock pursuant to the Securities Act of 1933.

10.    Dispute Resolution.

       A.     All disputes, controversies, or claims arising out of or relating
              to this Agreement ("Disputes") shall be referred to an Advisory
              Board (such Board to consist of 2 designees from each of ADP and
              NETSTART) prior to escalation to Senior Management. The Advisory
              Board shall meet within 5 business days, or as soon thereafter as
              reasonably practicable, of receiving notice of a Dispute. In the
              event that the Advisory Board is unable to resolve, or does not
              anticipate resolving, the Dispute within 10 business days of the
              date of the meeting during which such Dispute was considered, the
              Advisory Board shall notify the senior executive selected by each
              party pursuant to Section 10B below. No Dispute under this
              Agreement shall be the subject of any formal legal proceeding
              between ADP and NETSTART before being considered by the Advisory
              Board and senior management, except for an action to seek
              injunctive relief to stay a breach of this Agreement.

       B.     Either party may, upon notice and within 5 business days of
              receipt of a notice from the Advisory Board pursuant to Section
              10A, elect to utilize a non-binding resolution procedure whereby
              each presents its case at a hearing (the "Hearing") before a panel
              consisting of a senior executive of each of the parties. If a
              party elects to use the procedure set forth in this Section 10B,
              the other party shall participate. The Hearing will occur as soon
              as reasonably practicable after a party serves notice to use the
              procedure set forth in this Section. Each party may be represented
              at the Hearing by lawyers. If the matter cannot be resolved at the
              Hearing, each party's only recourse will be binding arbitration as
              provided for in Section 10C below and the proceedings occurring
              pursuant to this Section 10B will have been without prejudice to
              the legal position of either party. No arbitration or other legal
              proceeding may commence concerning the Dispute until 10 business
              days have elapsed from the first day of the Hearing. The parties
              shall each bear their respective costs incurred in connection with
              the procedure set forth in this Section 10B, except that they
              shall share equally the cost of any facility used for the Hearing.

       C.     If a Dispute is not resolved pursuant to Section 10B, then either
              party may, within 30 days after the completion of the procedures
              set forth in Sections 10A and 10B above, upon notice, submit the
              dispute to formal binding arbitration. The arbitration shall be
              held in New York, New York before a panel of three arbitrators.
              Either ADP or NETSTART may by notice to the other party demand
              arbitration, by serving on the other party a statement of the
              dispute,

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              controversy or claim, and the facts relating or giving rise
              thereto, in reasonable detail and the name of the arbitrator
              selected by it. Within 10 days after receipt of such notice, the
              other party shall name its arbitrator, and the two arbitrators
              named by the parties shall, within 10 days after the date of such
              notice, select the third arbitrator. The arbitration shall be
              governed by the Commercial Arbitration Rules of the American
              Arbitration Association, as may be amended from time to time.

11.    General Provisions.

       A.     IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, UNDER
              ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR
              EQUITABLE THEORY, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR
              SPECIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE.

       B.     All information communicated to one party by the other, whether
              before or after the commencement of the Pilot, shall be and was
              received in confidence and shall be used only for the purposes of
              this Agreement. No such information, including the terms of this
              Agreement, shall be disclosed by the recipient party, its agents
              or employees, or used for any purpose other than the performance
              of the terms of the Agreement without the prior written consent of
              the other party. The foregoing will not prevent either party from
              disclosing information which belongs to such party or is (i)
              already known by the recipient party without an obligation of
              confidentiality; (ii) publicly known or becomes publicly known
              through no unauthorized act of the recipient party; (iii)
              rightfully received from a third party; (iv) independently
              developed by the recipient party without use of the confidential
              information of the other party; (v) disclosed without similar
              restrictions to a third party by the party owning the confidential
              information; (vi) approved by the other party for disclosure; or
              (vii) required to be disclosed pursuant to a requirement of a
              governmental agency or law so long as the disclosing party
              provides the other party with notice (if possible) of such
              requirement prior to any such disclosure.

       C.     ADP acknowledges and agrees that the Products, and all copies
              thereof, constitute valuable trade secrets of NETSTART and/or
              proprietary and confidential information of NETSTART and title
              thereto remains in NETSTART. Ownership of all applicable
              copyrights, trade secrets, patents and other intellectual property
              rights in the Products are and shall remain vested in NETSTART.

       D.     Both ADP and NETSTART are committed to the highest levels of
              product quality and customer service and agree to work together to
              identify appropriate measures of quality and service and to put in
              place processes and procedures aimed at attaining these levels to
              the satisfaction of both parties. Additionally, both parties agree
              to conduct themselves and perform their obligations according to
              the highest ethical and performance standards.

       E.     It is understood that any and all customers for which ADP has
              obtained a NETSTART User Agreement or order form are ADP clients.
              ADP retains the right to contact such clients at any time, through
              any means, during and after the term of this Agreement; including,
              but not limited to, for purposes of notifying such clients that
              this Pilot or ADP's marketing relationship with NETSTART has
              ended. It is also agreed that NETSTART has the foregoing right to
              contact such clients.


                                       10
<PAGE>   11

       F.     During the term of this Agreement and for a period of one year
              thereafter, neither party shall, without the other party's written
              approval, solicit for employment nor employ (either as an
              employee, contractor, independent agent or representative of
              another vendor) any of the other party's employees involved in the
              performance of this Agreement.

       G.     All aspects of the Pilot and/or joint marketing relationship not
              otherwise covered in this Agreement shall be subject to the mutual
              agreement of ADP and NETSTART. This Agreement may not be assigned
              by either party without the written consent of the other party.

       H.     All notices, requests, consents and other communications provided
              for by this Agreement shall be in writing and shall be deemed
              given when mailed at any general branch United States Post Office
              enclosed in a registered or certified postpaid envelope or sent
              via overnight courier, to the parties at the addresses set forth
              below or to such changed address as each party may designate by
              notice to the other:

<TABLE>
<S>                                                   <C>
               If to ADP:                             If to NETSTART:
               One ADP  Boulevard                     11495 Sunset Hills Road
               Roseland, New Jersey 07068             Reston, Virginia  20190
               Attn:   VP of Internet Development     Attn:   Thomas Young, Director of Alliances

               with a copy to:
               Automatic Data Processing, Inc.
               One ADP Boulevard
               Roseland, New Jersey  07068
               Attn:  General Counsel
</TABLE>

       I.     ADP and NETSTART agree that each is acting independently of the
              other, that they are not joint venturers, and that neither is an
              agent of the other.

       J.     This Agreement supersedes all proposals, oral or written, all
              negotiations, conversations, or discussions between or among
              parties relating to the subject matter of this Agreement and all
              past dealing or industry custom. If any provision in this
              Agreement is held by a court of competent jurisdiction to be
              illegal, invalid or unenforceable, that provision shall be limited
              or eliminated to the minimum extent necessary so that this
              Agreement shall otherwise remain in full force and effect and
              enforceable.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives on the date first above set forth.

        ADP, INC.                         NETSTART, INC.


By: /s/ GARY BUTLER                       By: /s/ RICHARD WATHEN
   -------------------------                 -------------------------
        (Signature)                              (Signature)

Name:   Gary Butler                       Name:   Richard Wathen
   -------------------------                 -------------------------
        (type or print)                             (type or print)

Title:                                    Title:  Controller
   -------------------------                 -------------------------


                                       11
<PAGE>   12
                   ADDENDUM TO THE ADP JOINT MARKETING/SALES
                            REPRESENTATION AGREEMENT
                                    BETWEEN
          ADP, INC. AND CAREERBUILDER, INC. (FORMERLY, NETSTART, INC.)

This Addendum, made as of November 17, 1998, by and between ADP, Inc. ("ADP")
with its principal office at One ADP Boulevard, Roseland, New Jersey 07068 and
Careerbuilder, Inc. (formerly, Netstart, Inc., "Careerbuilder"), with its
principal office at 11495 Sunset Hills Road, Reston, Virginia 20190, contains
changes, modifications, revisions and additions to the ADP Joint Marketing/Sales
Representation Agreement dated January 23, 1998 (the "Agreement").

In consideration of the mutual covenants contained in the Agreement and in this
Addendum, and for other good and valuable consideration receipt of which is
hereby acknowledged, notwithstanding anything to the contrary contained in the
Agreement, ADP and Careerbuilder agree as follows:

1.  Section 2 B is amended by deleting the numbers 25%, 27%, 29% and 31% in the
    % Revenue to ADP for Affiliate Postings column in clause (i) thereof and
    replacing them with the following new numbers: "33 1/3%, 35 1/3%; 37 1/3%;
    and 39 1/3%" for all purposes under the Agreement.

2.  ADP and Careerbuilder agree that ADP is entitled to retain a pass through
    on Affiliate Posting revenue in the new higher, percentages set forth in
    paragraph 1 above, prospectively for all sales of Products made to ADP
    acquired clients commencing on the date of this Addendum.

All other terms and conditions of the Agreement shall remain in full force and
effect. In the event of any conflict between the terms and conditions of this
Addendum and the terms and conditions of the Agreement, this Addendum shall
prevail. The terms defined in the Agreement and used in this Addendum shall
have the same respective meanings as set forth in the Agreement, unless
clearly otherwise defined in this Addendum.

IN WITNESS WHEREOF, this Addendum to the Agreement is hereby executed by an
authorized representative of each party hereto as of the date first above
written.

ADP, INC.                                     CAREERBUILDER, INC.


By:   /s/ GEORGE I. STOECKERT                By: /s/ ROBERT MCGOVERN
   ----------------------------------------     --------------------------------
Name: George I. Stoeckert                     Name: Robert McGovern
     --------------------------------------       ------------------------------
Title: President, Major Accounts Division     Title: CEO
      -------------------------------------        -----------------------------




agrmnt/careerad