CONTENT SUPPLY AGREEMENT

1. Interpretations
1.1 Unless the context otherwise admits words importing one gender shall include all other g enders and words importing the singular shall include the plural and vice versa.

1.2 Reference to any statutory provisions in this Agreement shall include any statutory provisions which amends or replaces it.

1.3 Definitions
Unless otherwise stated the following defenitions apply throughout this agreement:

"Content Provider" - TS Web Consulting Ltd, the owner and operator of MykingsLynn.co.uk

"Content User" - You, the advertisor

2. Outline of Agreement
2.1 The Content Provider provides a means of online promotion for businesses located in and around Kings Lynn.

2.2 The Content User provides: Name and Address of company advertised, email and other contact details as required by the Add Entry form.

2.3 The parties agree that the Content User web site located at MyKingsLynn.co.uk will host and promote the following the "Content", as provided by the Content Provider:

Name location, contact details and description of business.

2.4 The Content User may host or link to further "Products and Services", (as defined by the Content Provider) during the course of this Agreement, such Content, Products and Services to be agreed between the parties.

3. Contract Period
This Agreement shall remain in force for a period of Twelve months from the date of the Agreement above ("Initial Term") and shall continue thereafter (subject to subscription renewal) unless or until terminated by either party giving not less than 30 days notice in writing, such notice not to expire before the end of the Initial Term. Notwithstanding this the parties further agree that this Agreement may be terminated before the expiry of the Initial Term in accordance with clause 7 of this Agreement.

4. Content Specification
4.1 Where the Content is displayed on the Content User's web site its use shall be subject to the following restrictions:

4.1.1 The Content Provider's Content shall not be displayed with any content which is offensive, obscene, defamatory or libellous, or

4.1.2 Displayed with any other content which the Content User knows or ought to know infringes the intellectual property rights of a third party, or

4.1.3 Displayed with any other content from a third party company that in the reasonable opinion of the Content Provider is in competition with the Content Provider unless the Content User provides the Content Provider with notification and receives the prior written permission of the Content Provider to display their Content with that of a competitor to the Content Provider.

4.2 The Content User shall further ensure that all the Content is displayed in a clear legible font style and size and that it is displayed on a web page background that does not obscure or render the Content including text links difficult to read.

4.3 Furthermore the Content User shall ensure that the Content displays correctly and has a uniform appearance regardless of the type and version of browser in which it is viewed and regardless of the type of access device on which it is displayed.

4.4 The parties shall agree a timetable and procedure for the updating and maintenance of the Content on the Content User's web site. Such timetable to include the full contact details of the representatives of both parties in charge of content or web site maintenance.

4.5 The Content Provider reserves the right to withdraw permission for the Content to be displayed on the Content User's web site on giving 30 days written notice should the conditions in this clause 4 be breached.

5. Co-Branding and Linking
5.1 All links between the respective web sites shall be in a form agreed between the parties, whether by means of a graphic or text link.

5.2 All graphics displaying the Content Provider's name and or logo shall be active links back to the Content Provider's web site home or index page located at www.mykingslynn.co.uk.

5.3 Any graphic link should only use the graphics supplied by the Content Provider and in the format supplied by the Content Provider.

5.4 Any Content Provider graphics shall be displayed in the same or similar display dimensions to any other graphics used for linking to a third party site as displayed on the same web page. Furthermore the graphic shall not be displayed in a manner that distorts the dimensions or colours of the graphic so as to render it difficult to view or in the opinion of the Content Provider dilutes the identity of the logo or could cause confusion to the public. The Content User is free to use a suitable software program to reduce the file size of any graphics so long the image quality of the graphic is not visibly altered or reduced.

5.5 Any graphic shall also be coded with a text alternative ("img alt") tag using Hypertext Markup Language (HTML) or other computer language coding producing the same result in the format "MyKingsLynn.co.uk" or such other text alternative as may be agreed between the parties.

5.6 Any text link shall be displayed in a font in keeping with the look and feel of the Content User's web site on which it is displayed and shall be displayed in a font size no smaller than any other text link to another third party web site as displayed on the Content User's web site. The content of such a text link shall consist of "MyKingsLynn.co.uk" or such other text link as may be agreed between the parties that accurately informs the user that they will be transferred to the Content Provider's web site either completely or within a framed environment within the Content User's web site.

5.7 Wherever possible all links shall be placed "above the fold" on any web page on which they are displayed.

5.8 The parties shall ensure that all links whether graphic or text shall operate correctly and transfer the user to the correct part of the requested web site. In the event that any link fails the party on whose web site the link resides shall take steps to correct the problem within a reasonable period of time and notify the other party of the correction.

5.9 In recognition that the actions listed below in this clause 5 would impact upon the value and goodwill of either party, the parties agree not to do the following without the express prior written approval of the party to be affected:

5.9.1 Use the web site address of the other party or any combination of the other party's name in keywords contained within the Meta Tags of any web page or repeated multiple times in the coding of any web page; or

5.9.2 Register the web site address of the other party or any similar sounding or similarly spelt web site address or any combination of it as keywords with any search engine or directory; or

5.9.3 Register any domain name similarly spelt to that of the other party or deliberately mis-spelt.

6. Loss or Deterioration of Service

In the event of system failure, loss of access or deterioration in service the defaulting party shall take all reasonable steps to restore or rectify the service. The non-defaulting party shall not be entitled to any form of compensation, however the defaulting party shall within a reasonable period of time report to the non-defaulting party the cause of the loss or deterioration in service.

7. Termination
7.1 Either party may terminate this Agreement immediately in the event that:

7.1.1 Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and

7.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.

7.2 Furthermore this Agreement may be terminated in the event that:

(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or

(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or

(c) Has a receiver appointed to administer any of its property or assets, or

(d) Ceases or threatens to cease to carry on business, or

(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or

(f) There is a change of control (and for these purposes "control" means the right to direct the affairs of the company either by ownership of shares, membership of the board, or otherwise).

7.3 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 9, 11, 12 and this clause 7).

7.4 Neither party shall be liable for or be in breach of this Agreement by reason of any delay in performance or failure to perform this Agreement (except with respect to payment obligations) which results from matters which are beyond either party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.

8. Notice

8.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party's signatory by email, personal delivery, pre-paid recorded delivery, first-class post, telex or facsimile transmissions to the receiving party as set out in this clause 8:

The Content Provider
Name: TS Web Consulting Ltd
Address: 19 Moulton Park Office Village
               Scirocco Close
               Northampton
               Northamptonshire
               NN3 6AF
Email: info@mykingslynn.co.uk
Tel: 01945 780821

or such subsequent addresses as may be notified by the party's to each other.

8.2 Any such notice shall be deemed to be effectively served as follows:

8.2.1 In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.

8.2.2 In the case of service by email, telex or facsimile transmission on the next working day.

9. Confidentiality
Both parties shall keep confidential the specific terms of this Agreement and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing this Agreement. The parties agree that all information marked "Confidential", or where not marked it is reasonable to judge such information as confidential, shall not be disclosed for a period of 2 years after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a "Trade Secret" and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.

10. Press and Publicity
Both parties shall announce the existence of this Agreement by means of a joint press release as agreed between the parties prior to being made public. Either party may also produce subsequent press releases and other statements of their own referring to the existence of this Agreement, but will notify the other party in advance.

11. Data Protection
Both parties shall be registered under and observe the Data Protection Act relevant to them, (1984 or 1998 Act) according to when each party first registered. Both parties further confirm that they will not rent or sell customer lists and / or contact details without the customer's express prior approval. Either party may treat a breach of this clause 11 as a reason for termination of this Agreement in accordance clause 7 of this Agreement.

12. Intellectual Property Rights
12.1 Each party grants to the other for the term of this Agreement a non-exclusive, revocable, royalty-free licence to use its Content, name, logos, trade marks, trade names and devices ("Intellectual Property") subject to the restrictions in clauses 4, and 5 above and in any promotional and marketing material issued by either party in a manner approved by the party whose Intellectual Property is to be used, such approval not to be unreasonably withheld or delayed.

12.2 Both parties warrant that they have the right to grant or permit the other party to use the logos, trademarks, trade names and devices to the extent required to fulfil the terms of this Agreement.

12.3 Neither party shall make any claim to the other party's Content, Products or Services during or after the expiry of this Agreement.

12.4 Neither party shall make any claim to the other party's trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.

12.5 Neither party shall register or cause to be registered any company name which is materially similar to that of the other party.

12.6 On the expiry of this Agreement all licenses referred to in this clause 12 shall expire and the parties agree to immediately cease use of the Intellectual Property of the other.

13. Limitation of Liability
13.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

13.2 Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.

13.3 The Content Provider agrees to indemnify the Content User against any claims, damages, losses, costs and expenses which the Content User may sustain or incur in relation to any Content, Products or Services which the Content Provider provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.

13.4 The Content User agrees to indemnify the Content Provider against any claims, damages, losses, costs and expenses which the Content Provider may sustain or incur in relation to any Content, Products or Services which the Content User provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.

14. Guarentee
Although the Content Provider will work hard to ensure individual Content Users information is provided in the best possible way, The Content Provider cannot and will not guarantee any level of earnings or any level of customer referral to the Content Users website or business.

15. Assignment
Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.

16. Force Majeure
Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other.

17. Joint Venture or Partnership
Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.

18. General
18.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.

18.2 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

18.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made in writing and signed by the signatories to this Agreement or their duly authorised representatives.

18.4 This Agreement sets out the entire Agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.

19. Jurisdiction
This Agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.