Basic Network Affiliation Agreement

TACHNET Affiliation Agreement

This agreement made on the _____ day of _________, 20__, between THE AUTO CHANNEL, INC., hereinafter referred to as TACH, and ___________________, hereinafter referred to as AFFILIATE, contains the entire understanding and agreement between both parties with regard to participation in THE AUTO CHANNEL INTERNET NETWORK, hereinafter referred to as TACHNet.

TACH owns and operates a commercial Internet network on the World Wide Web. Said Internet network is identified and primarily accessed through the URL "http://www.theautochannel.com".

AFFILIATE is the owner, producer, and/or authorized agent of an Internet website identified and primarily accessed through the URL "http://_________________".

TACH and AFFILIATE, in consideration of the mutual covenants and stipulations herein, agree as follows:

1. Affiliation with TACHNet is a non-exclusive association. Nothing contained in this Agreement shall be deemed to create, and the parties do not intend to create, any relationships of partners or joint ventures as between TACH and AFFILIATE, and neither party is authorized to or shall act toward third parties, or the public, in a manner which would indicate any such relationships exist. Neither TACH nor AFFILIATE shall be or hold itself the agent of the other party under this Agreement.

2. AFFILIATE will receive the following from TACH:

a) On-site promotion. Exposure to TACH's audience and inclusion in the TACHNet search engine: when a visitor queries TACH's search engine, and AFFILIATE's content contains relevant information to produce a match, an abstract of the information and link to AFFILIATE website will appear within the TACHNet standard frame.

b) Multimedia capabilities. AFFILIATE can, if so desired, utilize TACH encoding and streaming media facilities to present audio and/or video material on the AFFILIATE website to its audience. This service will be provided free or at an agreed upon minimal charge to AFFILIATE.

c) Access to exclusive TACH content. AFFILIATE is permitted to display an icon or other linking device that allows its audience to access all TACH archived and live streaming media, vehicle pricing databases, and vehicle comparative databases on AFFILIATE's website through either a standard frame or separate window. Said content must be displayed in its entirety without any material changes to its form, substance and/or conclusions. Access to, or use of other TACH content may be permitted upon written request from AFFILIATE and approval from TACH.

d) Promotional opportunities. TACH will allow AFFILIATE to use the TACH, THE AUTO CHANNEL, and TACHNet names and logos, and notification of TACHNet affiliation status, in all print or electronic promotional materials created and/or used by AFFILIATE during the term of this Agreement. All such use of TACH, THE AUTO CHANNEL, and TACHNet names and logos must be accompanied by proper legal notification that the names and logos are trademarked properties of THE AUTO CHANNEL, INC.

3. In return:

a) AFFILIATE will place a "TACHNet Affiliate" icon on the main or opening page of its website, which will be linked directly to the TACHNet search interface.

b) AFFILIATE will allow TACH to use the AFFILIATE's name, logo and affiliation status in all print and electronic promotional materials created and/or used by TACH during the term of this Agreement. TACH agrees to place proper legal notification that the names and logos are trademarked properties of the AFFILIATE.

4. AFFILIATE agrees to immediately notify TACH of any significant change to the nature and/or management of the AFFILIATE website that may affect the terms and conditions of this Agreement.

5. All copyrighted material and trademarked names and logos used in accordance with this Agreement by either or both parties remain the exclusive intellectual property of the respective originating or issuing parties. No transference of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement.

6. The initial term of this Agreement shall be for a period of three (3) years, commencing with the date of this Agreement. Renewal for additional three-year terms shall be automatic unless notification of discontinuance is made by either party in writing ninety days prior to expiration date.

7. TACH represents and warrants to AFFILIATE that (i) it is a corporation duly organized and validly existing under the laws of the Commonwealth of Kentucky, USA; (ii) it has the power and authority to enter into this Agreement and to perform all of its obligations hereunder; and (iii) the person executing this Agreement on behalf of TACH has expressed authority to do so, and in so doing binds TACH hereto.

8. AFFILIATE represents and warrants to TACH that (i) it is a corporation or other business entity organized and validly existing under the laws of the State of _________; (ii) it has the power and authority to enter into this Agreement and to perform all of its obligations hereunder; and (iii) the person executing this Agreement on behalf of AFFILIATE has the express authority to do so, and in so doing binds the AFFILIATE hereto.

9. TACH shall indemnify and hold AFFILIATE harmless from any legal actions, damages, or expenses arising out of any breach, alleged breach, copyright infringement, alleged copyright infringement, and/or liability incurred from any other portion of TACHNet not directly related to or associated with AFFILIATE's website.

10. AFFILIATE shall indemnify and hold TACH harmless from any legal actions, damages, or expenses arising out of any breach, alleged breach, copyright infringement, alleged copyright infringement, and/or liability incurred from any portion of the AFFILIATE's website.

11. This Agreement shall be binding upon the parties herein, their heirs, legatees, representatives, successors, and assigns.

12. Both parties agree that this Agreement constitutes and expresses the whole Agreement, and that no alteration or variations of the terms of this Agreement shall be valid unless made in writing and signed by both parties. This Agreement shall be governed by the laws of the State of Kentucky, USA, and any action at law, suit in equity or judicial proceeding relating to this Agreement shall be instituted exclusively in the Commonwealth of Kentucky.

Agreed to on the date first written above:

    THE AUTO CHANNEL, INC.               AFFILIATE

    624 W. Main St.
    Louisville, KY  40202
    (502) 584-4100
    ______________________________       ______________________________

    By:    _______________________       By:    _______________________

    Title: _______________________       Title: _______________________

    Date:  _______________________       Date:  _______________________