Sample Business Contracts

Joint Marketing/Sales Representative Agreement [Amendment] - CareerBuilder Inc. and ADP Inc.

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                               AMENDMENT AGREEMENT

      This Amendment is made and entered into as of the 5th day of March, 1999
by and among CareerBuilder, Inc., a Delaware corporation formerly known as
"Netstart, Inc." (the "Company"), and ADP, Inc., a Delaware corporation ("ADP").


      WHEREAS, the Company and ADP entered into the ADP Joint Marketing/Sales
Representative Agreement dated as of January 23, 1998, as amended by addendum on
November 17, 1998 (the "Marketing Agreement");

      WHEREAS, the Company and ADP desire to amend the Marketing Agreement as
provided herein;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree that:

      1.    All references to NetStart, Inc. are hereby amended to
            CareerBuilder, Inc.

      2.    Section 3B is hereby amended to add the following sentence, which
            shall become the final sentence of such section:

                  "Notwithstanding the foregoing, if, in ADP's reasonable
                  judgment, ADP determines that TeamBuilder Online and/or the
                  CareerBuilder Network have material competitive inadequacies
                  that substantially reduce their competitiveness in relation to
                  other online recruiting products, ADP shall notify the Company
                  of its determination, listing the specific features and
                  functionalities that are deficient and specifying the basis
                  for ADP's determination that competitiveness is reduced. The
                  exclusivity provisions contained in this Section 3B shall not
                  apply to any agreement or arrangement entered into by ADP to
                  address such deficiencies if the Company does not specifically
                  correct the competitive features and functionalities listed in
                  such notice within 180 days of such notice to ADP's reasonable


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      3.    Section 5B(iv) is hereby amended to add the following sentence,
            which shall become the final sentence of such section:

                  "The types of information contained in such call log (i.e.
                  client identification information, statement of problem,
                  resolution of problem) shall be mutually agreed upon by the
                  Company and ADP and shall be consistent with the Company's
                  current customer support practices."

      4.    Section 5B(v) is hereby amended to add the following sentence, which
            shall become the final sentence of such section:

                  "The Company and ADP may mutually agree to set up
                  target response times within which to respond to customer

      5.    Section 8 is hereby amended so that the preamble shall read in its
            entirety as follows:

                  "This Agreement shall continue until January 23, 2002 (the
                  "Initial Term"), and thereafter shall continue automatically
                  unless and until terminated in accordance with the following

      6.    Section 8(A)(iv) is hereby amended to read in its entirety as

                  "(iv) During the Initial Term or any extension thereafter,
                  either party may terminate this Agreement for cause
                  immediately upon the occurrence of an Event of Default
                  (defined below in Section 9)."

      7.    Section 9(A)(b) is hereby amended to read in its entirety as

                  "(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, provided, however, that a breach of any
                  provision of Section 3A shall be governed solely by the
                  provisions contained therein;"

      8.    A new Section 11 is hereby added to the Agreement and shall read in
            its entirety as follows:

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                  "11. Board Representation. The Company agrees to nominate or
                  cause to be nominated as a director to serve on its Board of
                  Directors one representative of ADP, who shall be either Gary
                  Butler or such other representative of ADP who is reasonably
                  acceptable to the Company. The Company's commitment under this
                  Section 11 shall remain in effect for the term of the

      9.    A new Section 12 is hereby added to the Agreement and shall read in
            its entirety as follows:

                  "12. Product Development. The Company shall, at ADP's specific
                  request, schedule quarterly meetings attended by ADP and
                  senior marketing and development executives of the Company in
                  order for the Company to provide ADP overviews of its product
                  planning activities for Company products, features and
                  functionalities specifically related to TeamBuilder Online and
                  the CareerBuilder Network product/service. At such meetings,
                  ADP will be able to provide its input into the Company's
                  product planning processes.

                  The Company agrees to grant to ADP reasonable access to its
                  Senior Vice President of Sales to allow ADP regular
                  opportunity to provide input regarding the direction of the
                  Company's product development."

      10.   A new Section 13 is hereby added to the Agreement and shall read in
            its entirety as follows:

                  "13. Millennium Compliant. The Company hereby represents and
                  warrants that TeamBuilder, TeamBuilder Online, CareerBuilder
                  and related products and services (the "Products") are and
                  shall be Millenium Compliant. For purposes of this Section 13,
                  "Millenium Compliant" shall mean the ability to provide the
                  following functions: (a) consistently process date information
                  before, during and after January 1, 2000 including but not
                  limited to accepting date input, providing date output,
                  performing calculations on the dates or portions of dates,
                  calculating leap years; (b) function accurately with its
                  documentation and without interruption associated with the
                  advent of the new century; (c) respond to two-digit year date
                  input in a way that resolves any ambiguity as to century in a

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                  disclosed, defined and predetermined manner; and (d) store and
                  provide output of date information in ways that are
                  unambiguous as to century. At ADP's request, the Company shall
                  provide to ADP test plans and results of the Programs' ability
                  to comply with the provisions of this section. In the event
                  that ADP informs the Company of, or the Company learns of, any
                  failure of the Products to comply with the provisions of this
                  section, in addition to (and not in lieu of) any other
                  remedies available to ADP under this Amendment, at law or in
                  equity, the Company shall promptly remedy the failure
                  dedicating the resources necessary to effect such remedy, at
                  no charge to ADP."

      11.   The section "General Provisions," currently Section 11, is hereby
            amended to become Section 14.

      12.   Effect of Modification. In the event of any inconsistency between
            the provisions of the Marketing Agreement and the applicable
            provisions of this Agreement, the provisions of this Agreement shall
            control in all respects. Otherwise, the Marketing Agreement shall
            remain in full force and effect.

      13.   Successors and Assigns; Governing Law. Subject to the restrictions
            in the Marketing Agreement as amended hereby, this Agreement shall
            inure to the benefit of and bind the respective heirs, personal
            representatives, successors and assigns of the parties hereto and
            shall be governed by and constructed in accordance with the laws of
            the State of Delaware.

      14.   Severability; Modifications. Should one or more of the provisions of
            this Agreement be determined by a court of law to be illegal or
            unenforceable, the other provisions shall nevertheless remain
            effective and shall be enforceable. This Agreement shall not be
            modified without the prior consent of the Company and ADP.

      15.   Execution in Counterparts. This Agreement may be executed in any
            number of counterparts, each of which when so executed and delivered
            shall be deemed an original and such counterparts together shall
            constitute one instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.

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                                          CAREERBUILDER, INC.

                                          By:     /s/  James A. Tholen
                                                Name:  James A. Tholen
                                                Title:  CFO

                                          ADP, INC.

                                          By:     /s/  James B. Benson
                                                Name:  James B. Benson
                                                Title:  President