Limited Liability Company Formation Agreement – Digimarc Corp. and The Nielsen Company (US), LLC

CONFIDENTIAL PORTIONS OMITTED

LIMITED LIABILITY COMPANY AGREEMENT

NEWCO 1, LLC

DATED JUNE 11, 2009

TABLE OF CONTENTS

			Page

ARTICLE I	DEFINITIONS		1

ARTICLE II	BUSINESS PURPOSE AND ACTIVITIES		6
2.01.		Place of Business	6
2.02.		Nature of Business	6
2.03.		Excluded Scope	7
2.04.		Marketing and Sales To Current Customers of Digimarc or Nielsen	7

ARTICLE III	FORMATION AND TERM		7
3.01.		Formation	7
3.02.		Members153 Interests	8
3.03.		Name	8
3.04.		Term	8
3.05.		Registered Agent and Office	8
3.06.		Title to Assets	8

ARTICLE IV	MANAGEMENT OF THE COMPANY		8
4.01.		Members153 Committee	10
4.02.		Management of the Company	11
4.03.		Prior Approval	12
4.04.		Additional Funding

ARTICLE V	RIGHTS IN IP; ANCILLARY LICENSES AND SERVICES		12
5.01.		Company Rights to Developed Intellectual Property	12
5.02.		Digimarc License and Services	13
5.03.		Nielsen Licenses and Services	14
5.04.		Ability to Grant Licenses	15
5.05.		Transitional Services; Real Estate Arrangements	15

ARTICLE VI	FUNDING, ALLOCATIONS, DISTRIBUTIONS AND CAPITAL ACCOUNTS		15
6.01.		Funding; Capital Contributions	15
6.02.		Fiscal Year	16
6.03.		Distributions to the Members	16
6.04.		Certain Other Allocation Rights	17
6.05		Additional Capital Contribution	18
6.06		Member153s Failure To Make Capital Contributions	18
6.07.		Accounting Procedures	18
6.08		Principle Tax Matters	19
6.09		Payment and Withholding of Certain Taxes	20
6.10		Organizational Expenses	21
6.11		Classification	21

ARTICLE VII	BUDGETS AND BUSINESS PLANS		21
7.01.		Business Plans and Budgets	21
7.02.		Approval by the Members153 Committee	21
7.03.		Default Budget	21
7.04.		Default Business Plan	22

ARTICLE VIII	CERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS		22
8.01.		Authorization	22
8.02.		Absence of Conflict	22
8.03.		Certain Covenants	23
8.04.		Restricted Transfer of the Company Interest	23

ARTICLE IX	DISSOLUTION		23
9.01.		Dissolution	23
9.02.		Liquidation	24

ARTICLE X	FORCE MAJEURE		24

ARTICLE XI	LIABILITY AND INSURANCE		25
11.01.		Liability	25
11.02.		Insurance	25

ARTICLE XII	GENERAL PROVISIONS		25
12.01.		No Publicity or Advertisement Without Prior Consultation	25
12.02.		Severability	25
12.03.		Article and Section Headings, Schedules and Exhibits	25
12.04.		Counterparts	26
12.05.		Gender and Number	26
12.06.		Expenses	26
12.07.		Notices	26
12.08.		No Third Party Beneficiaries	27
12.09.		Governing Law; Arbitration	27
12.10.		Modifications, Amendments or Waivers	27
12.11.		Assignment, Successors and Assigns	27
12.12.		Joint Preparation	28
12.13.		Entire Agreement; Termination of Prior Agreement	28
12.14.		Further Assurances	28
12.15.		Security Disclosures and Public Announcements	28
12.16.		Confidentiality	28
12.17.		Bankruptcy	29
12.18.		Survival	29

This LIMITED LIABILITY COMPANY AGREEMENT of Newco 1, LLC (the
“Company“) is made and entered into as of June 11, 2009 by and between
The Nielsen Company (US) LLC, a New York limited liability company, having
offices at 770 Broadway, New York, New York 10003 (“Nielsen”), and Digimarc
Corporation, a Delaware corporation, with offices at 9405 SW Gemini Drive,
Beaverton, Oregon 97008 (“Digimarc”).

INTRODUCTION

Whereas, Nielsen and Digimarc have entered into an agreement
executed on November 27, 2007 with an effective date of October 1, 2007, (the
“Prior Agreement”), said Prior Agreement including terms and conditions under
which Digimarc provided Digimarc Services for Nielsen, and granted to Nielsen
certain licenses under Digimarc patents;

Whereas, under the Prior Agreement, Nielsen had certain
rights to terminate the Prior Agreement at the end of the second year or
subsequently during the term thereof, upon the satisfaction of certain
conditions;

Whereas, for good and valuable consideration, Nielsen and
Digimarc have agreed to expand and extend their relationship and supersede the
Prior Agreement by entering into this Agreement and contemporaneously entering
into the Patent License Agreement and the Agreement of Newco 2, LLC of even date
herewith.

NOW, THEREFORE, for good and valuable consideration as
stated herein, the parties hereby agree as follows.

ARTICLE I
DEFINITIONS

The following terms have the following meanings when used in this Agreement,
unless the context expressly or by necessary implication otherwise requires:

“Agreement” shall mean this Limited Liability Company Agreement.

“Affiliate” of a specified Person shall mean a Person that directly or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, the Person specified. For purposes of this
definition the term “control” (including the terms “controlling,” “controlled
by” and “under common control with”) means directly or indirectly owning equity
securities (or other ownership interests) representing more than fifty percent
(50%) of the voting power of all the outstanding equity securities of such
specified Person. That Person is an Affiliate with the Person specified only for
so long as such “control” of or being “controlled by” the Person specified
exists.

“Approved Budget” shall mean an annual budget, expressed in terms of
net cash flow (including revenue, operating and capital expenses) approved by
the Members153 Committee in accordance with Sections 7.01 and 7.02 hereof.

“Approved Business Plan” shall mean a two-year business plan approved
by the Members153 Committee in accordance with Sections 7.01 and 7.02 hereof.

“Assets” of a Person shall mean all of that Person153s properties and
assets (real, personal or mixed, tangible or intangible), unless otherwise
specified.

“Business” shall have the meaning described in Section 2.02 hereof.

“Capital Account” shall have the meaning described in Section 6.03 (a)
hereof.

“Certificate” means the Certificate of Formation of the Company and
any and all amendments thereto and restatements thereof, as filed with the
Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Chairman of the Members Committee” shall mean Bruce Davis, the then
current Chief Executive Officer of Digimarc, or any other designee of Digimarc,
for so long as Digimarc maintains an interest of at least 25% in the Company.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” shall mean Newco 1, LLC, the Delaware limited liability
company the Members form by entering into this Agreement.

“Company Products” means any business, product or service developed
and marketed by the Company that combines Digimarc Licensed IP and Nielsen
Licensed IP as authorized by this Agreement or otherwise approved by the Members
Committee.

“[**]” means a product that: (a) [**]; (b) [**]; and (c) includes all
software, hardware and other networked components required to achieve (a) and
(b).

“Default Budget” shall have the meaning described in Section 7.03
hereof.

“Delaware Act” shall mean the Delaware Limited Liability Company Act,
6 Del. C. §18-101, et seq., as amended from time to time.

“Digimarc” shall have the meaning set forth in the opening paragraph
of the Agreement.

“Digimarc Licensed IP” shall mean the Digimarc Licensed Patents and
the Digimarc technology as reasonably required for the commercialization,
development and marketing by Company of Company Products within the scope of the
Business.

“Digimarc Licensed Patents” shall mean all patents (including
extensions, reissues, re-examinations, substitutions, renewals or equivalents of
any of the foregoing, and moral and economic rights of inventors in any of the
foregoing), other than the Excluded Patents, throughout the world, including
industrial and utility models, industrial designs, typeface design

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

patents and registrations, petty patents, patents of importation, patents of
addition, certificates of invention, and any other indicia of invention
ownership issued or granted by any governmental agency or other authority:

(a) issued or issuing on patent applications (including all provisional
applications, priority, continuations, divisionals, continuations-in-part and
counterparts thereof); and

(b) under which patents or the patent applications therefor Digimarc or any
of its Affiliates has as of the Effective Date, or thereafter obtains, the right
to a grant license to the Company within the scope granted herein, without such
grant or the exercise of rights thereunder resulting in the payment of royalties
or other consideration by Digimarc or any of its Affiliates to third parties
(except for payments among Digimarc and its Affiliates and payments to third
parties for inventions made by said third parties while employed by Digimarc or
any of its Affiliates).

Digimarc Licensed Patents shall include (other than the Excluded Patents) all
patent applications throughout the world (including all provisional
applications, priority, continuations, divisionals, continuations-in-part and
counterparts thereof) that satisfy part (b) of this definition, and all patents
issuing therefrom (including extensions, reissues, re-examinations,
substitutions, renewals or equivalents of any of the foregoing), and moral and
economic rights of inventors in any of the foregoing.

“Digimarc Products and Services” means those products and services
described in the Form 10-K filed by Digimarc with the U.S. Securities and
Exchange Commission (“SEC”) most recently prior to the Effective Date.

“Effective Date” of this Agreement is July 1, 2009.

“Excluded Patents” shall mean those Digimarc patents listed in
Schedule 5.02 attached hereto.

“Excluded Scope” shall have the meaning set forth in Section 2.03
hereof.

“Financial Statements” shall mean a balance sheet of the Company and
related statements of operations and cash flows, as of the end of each month,
quarter or year, as the case may be, and for the corresponding period then
ended.

“Force Majeure” shall mean any event or condition, not existing as of
the Effective Date, not reasonably foreseeable as of such date and not
reasonably within the control of either Member, which prevents, in whole or in
material part, the performance by a Member of its obligations under this
Agreement, other than an obligation on the part of a Member to make any payment
hereunder. Without limiting the generality of the foregoing, the following shall
constitute events or conditions of Force Majeure: state or governmental action,
riots, war, acts of terrorism, sabotage, strikes, lock-outs, prolonged shortage
of energy or other supplies, fire, flood, hurricanes, earthquakes, lightning,
and explosion.

“GAAP” shall mean U.S. generally accepted accounting principles.

“Indebtedness” shall mean (a) indebtedness for borrowed money, (b)
obligations (as lessee or guarantor) to pay rent under a lease of real or
personal property which is required by GAAP to be capitalized on a balance sheet
of the Company prepared in accordance with the provisions of this Agreement, (c)
purchase money obligations, and (d) any extension, refinancing or modification
of any of the foregoing.

“Interest” means the limited liability company interest of a Member in
the Company at any particular time, including the right of such Member to any
and all benefits to which a Member may be entitled as provided in this
Agreement, together with the obligations of such Member to comply with all the
terms and provisions of this Agreement.

“IRS” shall have the meaning described in Section 6.09(a) hereof.

“Judicial Review” shall have the meaning described in Section
6.06(b)(i) hereof.

“Law” means any statute, law, regulation, ordinance, rule, injunction,
order, decree, directive or any similar form of decision of, or determination
by, any governmental or self-regulatory authority.

“Management” shall mean the President and other officers of the
Company appointed in accordance with the provisions of Section 4.02 hereof.

“[**]” means Nielsen Products and Services involving [**].

“Members” means Digimarc and Nielsen and any other Person added as a
member of the Company from time to time.

“Members153 Committee” shall mean that Committee which is created
according to the provisions of Section 4.01 hereof.

“Nielsen Data License” means Nielsen153s then standard form of license
agreement for any Nielsen Data Services provided to the Company during the Term,
provided that there shall be no payment by the Company to Nielsen in connection
therewith. The current version of such license is attached hereto in Schedule
5.03.

“Nielsen Data Services” means Nielsen Syndicated Research and
back-office meta-data [**] pursuant to a Nielsen Data License.

“Nielsen Licensed IP” means the Nielsen Licensed Patents and the
Nielsen technology as reasonably required for the commercialization, development
and marketing by Company of Company Products within the scope of the Business.

“Nielsen Licensed Patents” shall mean all patents (including
extensions, reissues, re-examinations, substitutions, renewals or equivalents of
any of the foregoing, and moral and economic rights of inventors in any of the
foregoing) throughout the world, including industrial and utility models,
industrial designs, typeface design patents and registrations, petty patents,

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

patents of importation, patents of addition, certificates of invention, and
any other indicia of invention ownership issued or granted by any governmental
agency or other authority:

(a) issued or issuing on patent applications (including all provisional
applications, priority, continuations, divisionals, continuations-in-part and
counterparts thereof); and

(b) under which patents or the applications therefor Nielsen or any of its
Affiliates has as of the Effective Date, or thereafter obtains, the right to
grant a license to the Company within the scope granted herein, without such
grant or the exercise of rights thereunder resulting in the payment of royalties
or other consideration by Nielsen or its Affiliates to third parties (except for
payments among Nielsen and its Affiliates, and payments to third parties for
inventions made by said third parties while employed by Nielsen or any of its
Affiliates).

Nielsen Licensed Patents shall include all patent applications throughout the
world (including all provisional applications, priority, continuations,
divisionals, continuations-in-part and counterparts thereof) that satisfy part
(b) of this definition, and all patents issuing therefrom (including extensions,
reissues, re-examinations, substitutions, renewals or equivalents of any of the
foregoing), and moral and economic rights of inventors in any of the foregoing.

“Nielsen Products and Services” means those products and services
[**].

“Nielsen Syndicated Research” means Syndicated published data/reports
including access to and use of Nielsen153s market intelligence information and
reports (and data underlying reports), in any format then-currently available.

“Percentage Interest” shall mean a Member153s Interest in the Company
expressed as a percentage of all Interests. The initial Percentage Interests
shall be forty-nine percent (49%) for Nielsen and fifty-one percent (51%) for
Digimarc.

“Person” shall mean any natural person, firm, corporation, limited
liability company, partnership, association, trust or similar organization or
governmental body.

“President” shall mean the president of the Company appointed in
accordance with the provisions of Section 4.02 hereof.

“Representative” shall mean an individual appointed by a Member to the
Members153 Committee.

“Sale“, “Sell“, “Offer for Sale“, “Other
Transfer“, “Otherwise Transfer” and other forms of such terms with
respect to copyrightable materials, such as software products, mean the granting
of licenses to use copyrightable materials.

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SECURITIES AND EXCHANGE COMMISSION.

“Subsidiary” of a Person shall mean any corporation, partnership or
other entity (“Entity”) in which a party now or hereafter holds, directly or
indirectly, ownership of, or the right to vote on behalf of, more than fifty
percent (50%) of its voting stock or other voting equity interests, for so long
as such ownership or right to vote exists.

“Syndicated” means a report or information that is created for more
than one unique client.

“Tax Matters Member” shall have the meaning described in Section
6.06(a) hereof.

“Treasury Regulations” shall mean the income tax regulations,
including temporary regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

ARTICLE II
BUSINESS PURPOSE AND ACTIVITIES

2.01. Place of Business

The principal place of business of the Company shall be Beaverton, Oregon. At
any time, the Members153 Committee may change the location of the Company153s
principal place of business to another location by mutual agreement.

2.02. Nature of Business

The Company business shall be to develop and market Company Products outside
the Excluded Scope in the following areas and any others the parties may agree
(the “Business”):

(a) Copyright Filtering Solutions. Marketing of [**] services,
solutions, tools, equipment and software to companies seeking to [**]. In
connection with this service, Nielsen will make available its [**], and provide
commercially reasonable [**] and updates refreshed on a regular basis mutually
agreed by Company management and Nielsen. Presently such [**] are manually
generated on a daily basis. If the Company requires [**] of such [**], and such
[**] requires more than incidental development effort by Nielsen, Nielsen agrees
that, at the Company153s option, Nielsen will either: provide such [**] to the
Company at Nielsen153s cost; or it will cooperate and support the Company in [**]
such [**] feeds at the Company153s expense and effort.

(b) Royalty/Audit for Online Video or Audio to Rights Organizations,
Guilds or Other Organizations Interested in Reconciliation of Royalties,
Residuals or Other Similar Payments. [**] services, [**], for the purpose of
[**] primarily available to rights organizations such as [**]. This service
would [**] and report on [**] to organizations requiring this

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

information to enforce royalty agreements. In connection with this service,
Nielsen will make available its [**] tools on an “as is” basis, at no charge to
facilitate [**].

(c) Other Company Products. The Company may develop or market other
products or services that utilize Digimarc Licensed IP and Nielsen Licensed IP
outside the Excluded Scope, as from time to time agreed by the Members Committee
and incorporated in the Company153s annual plan and budget.

(d) No Obligation to Proceed. Neither the Company nor Nielsen nor
Digimarc shall be obligated to develop any product referenced in Section 2.02.

2.03 Excluded Scope

(a) The Company shall not use, make, have made, develop, market, offer for
sale, sell, lease, import, license or otherwise transfer: (i) any Company
Product that competes with Digimarc Products and Services, Nielsen Products and
Services, or the products or services of Newco 2, LLC; or (ii) any Digimarc
Licensed IP or Nielsen License IP on a “stand-alone basis,” i.e., in the form of
a “naked” resale/license that is not materially embodied in a Company Product.

(b) Notwithstanding the forgoing, the Company shall not be prohibited from
providing [**] to a client in the context of a sales pitch for the Company153s
products or services or from reporting to a client about the [**] on behalf of
that client.

2.04. Marketing and Sales to Current Customers of Digimarc or Nielsen

For the purpose of coordinating mutual customer relationships, the Company
will [**], as the case may be. [**].

ARTICLE III
FORMATION AND TERM

3.01. Formation

The Members hereby form the Company as a limited liability company under and
pursuant to the provisions of the Delaware Act, and agree that the rights,
duties and liabilities of the Members shall be as provided in the Delaware Act,
except as otherwise provided in this Agreement. Upon the Effective Date of this
Agreement, Nielsen and Digimarc shall be admitted as Members. The Members hereby
designate Robert P. Chamness to file the Certificate of Formation of the
Company. The Members may jointly describe any person as an authorized person,
within the meaning of the Delaware Act, to execute, deliver and file any
amendments and/or restatements thereof with the office of the Secretary of State
of the State of Delaware pursuant to the Delaware Act.

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

3.02. Members153 Interests

As of the date of this Agreement, Digimarc shall own fifty-one percent (51%)
of the Company Interests and Nielsen shall own forty-nine percent (49%) of the
Company Interests.

3.03. Name

The name of the Company is “Newco 1, LLC”, and may be changed by the consent
of the Members. The business of the Company may be conducted under the name of
the Company, or under any other name designated by the Members153 Committee. The
Company shall be described as a joint venture of Nielsen and Digimarc.

3.04. Term

The Company shall commence as of the date of the filing of the Certificate.
The term of the Company shall continue for a period of twenty-five (25) years
from the date hereof, unless terminated earlier in accordance with the
provisions of Sections 9.01 hereof. The existence of the Company as a separate
legal entity shall continue until the cancellation of the Certificate as
provided in the Delaware Act.

3.05. Registered Agent and Office

The Company153s registered agent and office in the State of Delaware shall be
The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle
County, Delaware 01980. At any time, the Members153 Committee may mutually
designate another registered agent or registered office.

3.06. Title to Assets

Except as otherwise provided in this Agreement, all Assets shall be owned by
the Company as an entity, and no Member shall have any ownership interest in
such Assets in the Member153s individual name or right. The Company shall hold all
Assets in the name of the Company.

ARTICLE IV
MANAGEMENT OF THE COMPANY

4.01. Members153 Committee

(a) General. A Members153 Committee shall supervise the activities of
the Company and will, among other things, (i) approve the expenditure of funds
for Company operations, on a basis consistent with the
requirements of the relevant Approved Budget of the Company under Article VII
hereof; (ii) approve the hiring and firing of the President and other officers
of the Company (subject to 4.02 a below); (iii) attempt to resolve any and all
disputes between the Members as to the Company153s operations; (iv) attempt to
resolve any and all disputes between the Members concerning licensing or
marketing rights issues which arise out of

the Company153s operations; and (v) consider and act upon all other material
matters which impact upon or affect the operation of the Company. The
authorization and approval of the Members153 Committee shall be a condition
precedent to the taking of those actions set forth in Section 4.03 hereof. The
Members153 Committee shall also consider and act upon those other matters which
are contemplated by this Agreement as being subject to its consideration or
approval. The Representatives of the Members153 Committee shall act as
representatives of the Members.

(b) Members153 Committee. Nielsen and Digimarc shall each appoint an
equal number of Representatives to the Members153 Committee. Initially, each
Member shall appoint two such Representatives. The names of each Member153s
designated Representatives on the Effective Date are set forth in Schedule 4.01
to this Agreement. Subsequent appointments of Representatives to the Members153
Committee will be made by written notice to the other Member and each such
appointment may be changed by reasonable advance written notice to the other
Member(s). So long as Digimarc continues to own at least 25% of the Company, the
meetings of the Members153 Committee shall be chaired by one of the Digimarc
Representatives. The Members153 Committee shall appoint one or more secretaries to
keep records of its meetings. The Chief Financial Officers of Nielsen Product
and Digimarc may also attend the meetings of the Members153 Committee as
observers.

(c) Meetings. The Members153 Committee shall establish its own schedule
and location of regular meetings, which shall be held at least on a
calendar-quarterly basis. Special meetings of the Members153 Committee may be
called by any two Representatives, shall require no less than five (5) business
days advance notice to the other Member, unless waived, and shall be held at a
mutually convenient location; provided that in the absence of an
agreement on such location, the location will rotate between the head offices of
each Member. Any meeting of the Members153 Committee may be conducted by telephone
provided all Representatives wishing to participate are able to listen and speak
to one another while the meeting is being conducted.

(d) One Vote Per Member/Dispute Resolution. The Representatives of
each Member shall each have the right to one vote and all decisions shall be of
the Members153 Committee shall be by majority vote, except as set forth in Section
4.03 below. The Chairman of the Members Committee shall have the power to decide
any non Section 4.03 matter for which a majority vote has not been achieved.
With respect to such Section 4.03 matters, in the event that at least three
Representatives of the Members153 Committee are unable to resolve an issue within
a reasonable time after it arises, either Member may refer the dispute to
non-binding mediation under the auspices of the American Arbitration Association
of Chicago, Illinois, and if still not resolved within ninety (90) days after
the commencement of such mediation, then either party may resort to arbitration
in accordance with, and subject to, the provisions of Section 12.09 hereof to
resolve such dispute.

(e) Decisions. Valid decisions of the Members153 Committee may be taken
only at a meeting where both Representatives of each Member are present, in
person or by a duly executed proxy (whether in facsimile or other written form)
from the other Representatives of such Member and at least one Representative of
each Member is present in person or by phone. Except in the case of previously
scheduled regular meetings, The Chairman of the Members Committee shall give the
Representatives at least five (5) business days153 written notice prior to the
meeting, unless waived. Decisions may also be made by the Members153 Committee,
without a

meeting being held, by facsimile or other written instrument which is
executed by all Representatives of each Member.

(f) Invitees. The President and other Company officers and employees
of the Members may attend meetings of the Members153 Committee at the invitation
of any Representative. Such invitees shall not be Members of the Members153
Committee, nor shall they be entitled to vote on matters which come before the
Members153 Committee. The Chairman of the Members153 Committee can excuse such
Invitees from the meeting at any time and for any reason, and Invitees shall not
attend any portions of the meetings of the Members153 Committee designates as
“Executive Sessions”.

4.02. Management of the Company

(a) President. The Company shall have a President who shall report to
the Members153 Committee and shall have, within the guidelines of the Approved
Business Plan and Approved Budget, overall responsibility for management of the
Company, including specific responsibility for staffing, sales and other similar
organizational and product issues. The President shall not hire or terminate any
officer of the Company without the advance written approval of such action by
the Members153 Committee. Any decision to terminate the employment of the
President or change the duties or responsibilities of the President shall
require the approval of the Members153 Committee. Digimarc shall designate the
President, subject to Nielsen153s approval, which shall not be unreasonably
withheld. The designee shall not have previously been an employee of either
Member.

(b) Other Officers. The Members153 Committee shall elect and replace
officers for such positions as the Members153 Committee may determine from time to
time, and such officers shall perform such duties and have such powers as the
Members153 Committee may then determine. The officers will manage the day-to-day
operations of the Company in a manner consistent with the policies, procedures,
budgets, plans and programs ordered or approved by the Members153 Committee
consistent with the provisions of this Agreement and the Delaware Act. Nielsen
shall designate the CFO of the Company, subject to Digimarc153s approval, which
shall not be unreasonably withheld. The designee shall not have previously been
an employee of either Member.

(c) Other Employees. The Company shall be entitled to hire and provide
such other employees compensation and benefits as are, in each case, in
accordance with the Approved Business Plan and the Approved Budget or the
unanimous action of the Members153 Committee.

(d) Legal Compliance. The Company shall formulate such policies and
procedures as are required for the Company to comply with all laws, regulations
and requirements applicable to the Company or the Members, including, without
limitation, U.S. federal and state securities laws and the rules and regulations
of the SEC and stock exchanges.

In the absence of such specific policies and procedures adopted by the
Company, the Members Committee shall determine which policies and procedures
shall apply to the Company153s governance and operations.

4.03. Prior Approval

No act shall be taken, sum expended, decision made or obligation incurred by
or on behalf of the Company with respect to any matter described below unless
such proposed action shall have been approved by at least three Representatives
of the Members153 Committee:

(a) subject to Section 4.02 above, hiring or terminating the President or
other elected officers and fixing their compensation;

(b) except for agreements in the ordinary course of business, entering into,
materially modifying, renewing, terminating or canceling any license or other
agreement with any Person, other than Digimarc or Nielsen or their respective
Affiliates, relating to the Company153s intellectual property rights or
proprietary data;

(d) commencing or settling any lawsuit or claim involving the Company (other
than a collection action or payment dispute) involving amounts above $100,000 or
non-monetary relief;

(e) adopting or implementing any plan of dissolution or liquidation, except
as provided in Article IX;

(f) merging or consolidating with or into any Person, or acquiring all or
part of another business (whether by acquisition of stock or assets or
otherwise) or entering into a cooperative arrangement with another party which
is the functional equivalent thereof;

(g) selling, encumbering, leasing, transferring or otherwise disposing of, in
whole or in part, any substantial amount of the Company153s Assets, except in the
ordinary course of business of the Company;

(h) establishing or allowing to exist any Subsidiary of the Company;

(i) making any investment in, loan to or guaranty of any obligations of any
Person;

(j) any issuance, transfer or other disposition by the Company of any
ownership interest therein or of any right to acquire any ownership interest
therein, except as set forth in Section 4.04;

(k) incurring any indebtedness outside of the ordinary course of business as
provided in the Approved Budget and the Approved Business Plan and changes
thereto, except as set forth in Section 4.04;

(l) admitting a new Member or creating a new class of Members, except as
expressly provided in Section 4.04 of this Agreement;

(m) effecting a bankruptcy, dissolution, liquidation or reorganization of the
Company, except as provided in Article IX;

(n) approval of the Approved Budget and the Approved Business Plan and
changes thereto;

(o) make a change in the nature of the Business, as defined in section 2.02;
or approval of Other Company Products as set forth in Section 2.02(d), other
than Company Products developed during the period when the Company continues to
be funded by the Members Initial Contributions; and

(p) transactions with any Member or any Affiliate of any Member.

4.04 Additional Funding

In addition to the provisions set forth in Article VI, below, if at any time
the Annual Budget calls for expenditures that exceed the Company153s cash on hand,
either Member may call a meeting of the Members Committee to propose and vote
upon any of the following methods to fund or otherwise provide for the Company153s
continuing operations:

(a) Incurring indebtedness to a third party or to one or both of the Members.
The amount of such indebtedness shall be repaid prior to any distributions
pursuant to Section 6.03, unless the Members otherwise agree;

(b) Admitting a new Member. Any required adjustment to existing Members
Interest shall be shared equally between Nielsen and Digimarc.

ARTICLE V
RIGHTS TO PATENTS, DATA AND IMPROVEMENTS; ANCILLARY LICENSES

5.01 Company Rights to Developed Intellectual Property

(a) Company shall own (and shall use commercially reasonable efforts to
ensure that it shall own) all right, title and interest to all materials and
intellectual property first conceived or developed in the performance of work by
or for Company (including that under any services contract between either Member
and the Company) within the field of the Company Business (and for avoidance of
doubt, in all events outside of the Excluded Scope), whether conceived or first
reduced to practice solely by Company or jointly with one or more of the Members
or third parties (“Company IP”), subject to the license granted to Nielsen and
Digimarc under Section 5.01(b).

(b) Company agrees to grant and hereby grants a worldwide, non-exclusive,
royalty free, nontransferable, irrevocable right and license under all
intellectual property owned

or licensable by the Company (including Company IP): (i) to Digimarc and its
Affiliates to make, have made, use, offer for sale, sell, import, lease, license
and otherwise transfer any product or service: (x) within the field of Digimarc
Products and Services outside of the Company Business: and (y) upon the
dissolution of the Company under Article IX, within the field of the Company
Business; and (ii) to Nielsen and its Affiliates to make, have made, use, offer
for sale, sell, import, lease, license and otherwise transfer any product or
service: (x) within the field of Nielsen Products and Services outside of the
Company Business (including, for the avoidance of doubt, [**] for [**]); and (y)
upon the dissolution of the Company under Article IX, within the field of the
Company Business; provided, further, that in the case of developments
that are derivatives of underlying Digimarc Licensed IP or Nielsen Licensed IP
licensed to the Company by a party, such license granted under this Section is
subject to each party153s underlying rights.

5.02 Digimarc License and Services

(a) IP License. Subject to the terms and conditions of this Agreement,
Digimarc hereby grants to the Company, as of the Effective Date, a worldwide,
non-exclusive, royalty free, nontransferable, irrevocable license under any and
all Digimarc Licensed IP as reasonably required for use by or for the Company in
the manufacture (by or for), development, marketing, offer for sale, sale,
import, lease, license and other transfer to Company customers of Company
Products within the scope of the Business.

(b) Previously Licensed Exclusive Grants. Notwithstanding the above,
the license granted in Subsection (a) is subject to previously licensed
exclusive grants by Digimarc in the following fields of use, which are not
licensed to the Company:

(i) domestic or international: driver licenses, passports, national, federal,
state or local government identity cards and any other national, federal, state
or local government issued credentials;

(ii) embedding watermarks in [**] in the [**] for the purpose of [**]. For
the avoidance of doubt, this does not include embedding watermarks in [**]; and

(iii) deterring the unauthorized digital reproduction of banknotes.

(c) No Implied Licenses. Nothing contained in this Agreement will be
construed as conferring by implication, estoppel or otherwise, any license or
other right under any patent rights or other industrial or intellectual property
rights of Digimarc, except for the license expressly granted herein.

(d) Services. As more fully set forth in that certain Service
Agreement entered into simultaneously herewith and attached hereto as Schedule
5.02 (d), Digimarc shall provide incidental management support at no cost to the
Company and will provide technical and development services within the scope of
the Business to the Company over the following period in the following minimum
amounts:

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

Remainder of 2009:	$		1.13 million
2010:	2.80 million
2011:	2.74 million
	$	6.67 million

In the event that Digimarc is retained to provide technical and developmental
services to Newco 2, LLC during the periods referenced above, the amounts paid
by Newco 2, LLC shall be credited against the minimums due under this Section
5.02 (d).

5.03. Nielsen Licenses and Services

(a) Nielsen Support and Data Services. Nielsen shall provide
incidental management support at no cost to the Company and pursuant to the
terms and conditions substantially as set forth in the Nielsen Data License in
Schedule 5.03, to the extent the provisions of such form of license are not in
conflict with the terms of this Agreement, it will also irrevocably provide:

(i) Free access to and use of any Nielsen Data Services as reasonably
required for the development and marketing of Company Products within the scope
of the Business. The Nielsen Data Services will be available through the variety
of means it is made available to Nielsen153s clients, including desktop based
(downloaded to a PC or sent via CD-ROM as delivered to current Nielsen clients)
or web based (Nielsen operates several web based report platforms). Free access
by the Company to Nielsen information assets (including Nielsen Data Services)
will be via all means accessible to any client. The free access to specific
Nielsen Data Services will be as reasonably required for the operation of any
Company Product within the scope of the Business, or for evaluation of any such
Company Product, as determined by the reasonable judgment of Company management;
and

(ii) Free access to and use of Nielsen Data Services in the formats that they
exist in at the time of the delivery to the extent such Nielsen Data Services
are reasonably required for the development and marketing of Company Products
within the scope of the Business.

With respect to the foregoing, the Company will be a client of Nielsen, but
will receive Nielsen Data Services at no cost. Non-syndicated custom formatted
guides and reports shall not be Nielsen Data Services, but may be provided to
the Company upon request, at a reasonable market price, or at such other price
and on such terms as the parties agree.

(b) No Implied Licenses. Nothing contained in this Agreement will be
construed as conferring by implication, estoppel or otherwise, any license or
other right under any patent rights or other industrial or intellectual property
rights of Nielsen, except for the license expressly granted herein.

(c) IP License. Subject to the terms and conditions of this Agreement,
Nielsen hereby grants to the Company, as of the Effective Date, a worldwide,
non-exclusive, royalty free, nontransferable, irrevocable license under any and
all Nielsen Licensed IP as reasonably required

for use by or for the Company in the manufacture (by or for), development,
marketing, offer for sale, sale, import, lease, license and other transfer to
Company customers of Company Products within the scope of the Business.

5.04 Ability to Grant Licenses

For purposes of certainty, nothing in this Agreement shall limit either
Member from granting exclusive licenses outside identified areas of the Company
Business and initial business plan as set forth in Section 2.02. All later
business opportunities for the Company are subject to discussion and mutual
agreement, including whether exclusivity is commercially reasonable or
appropriate.

5.05 Transitional Services; Real Estate

Any transitional, ongoing, administrative or other services and real estate
arrangements of the Company shall be provided in accordance with the Approved
Business Plan and the Approved Budget.

ARTICLE VI
FUNDING, ALLOCATIONS, DISTRIBUTIONS AND CAPITAL ACCOUNTS

6.01. Funding; Capital Contributions

(a) The Initial Capital Contribution of each Member shall be an aggregate of
$3,900,000 in quarterly installments as follows:

Date	Amount

July 1, 2009	$	350,000

October 1, 2009	$	350,000

January 1, 2010	$	400,000

April 1, 2010	$	400,000

July 1, 2010	$	400,000

October 1, 2010	$	400,000

January 1, 2011	$	400,000

April 1, 2011	$	400,000

July 1, 2011	$	400,000

October 1, 2011	$	400,000

6.02. Fiscal Year

The fiscal year of the Company shall be the calendar year.

6.03. Distributions to the Members

The Company shall distribute to the Members any of the Company153s cash which,
in the judgment of the Members153 Committee, exceeds the minimum cash requirements
of the business for a reasonable period of time. Such excess cash distributions
shall be allocated between the Members in accordance with their Percentage
Interests.

(a) Capital Accounts. The Company shall maintain a capital account for
each Member in accordance with Treas. Regs. § 1.704-1(b)(2)(iv) and
administrative guidance issued with respect thereto (each such account as so
maintained, a “Capital Account”). The provisions of this Agreement relating to
Capital Accounts are intended to comply with such provisions and related
provisions issued with respect to section 704 of the Code and shall be
interpreted consistently therewith. The Company shall have the authority to make
such adjustments to the Members153 Capital Accounts as may be required to cause
the allocations made by the Company to comply with such provisions.

(b) Adjustments to Capital Accounts. At least once each taxable year
of the Company for United States tax purposes (as determined under Code section
706, a “Fiscal Year”), after adjusting each Member153s Capital Account for all
contributions and distributions with respect to such Fiscal Year, the Company
shall allocate all profits and losses and items thereof in the following order
of priority: (A) First, (1) allocations of nonrecourse deductions shall be
allocated among the Members pro rata in proportion to their Percentage
Interests under Treas. Regs. § 1.704-2, including, without limitation, Treas.
Regs. § § 1.704-2(e) and 1.704-2(j)(1), (2) allocations of partner nonrecourse
deductions attributable to a particular partner nonrecourse liability shall be
allocated to the Member who has the economic risk of loss for that liability to
the extent required under Treas. Regs. § § 1.704-2(i) and 1.704-2(j)(1), (3)
allocations of income and gain shall be made to Members whose share of
partnership minimum gain is reduced to the extent required under Treas. Regs. § §
1.704-2(f) and 1.704-1(j)(2), (4) allocations of income and gain shall be made
to Members whose share of partner nonrecourse debt minimum gain is reduced to
the extent required under Treas. Regs. § § 1.704-2(i)(4) and 1.704-1(j)(2), and
(5) a Member who unexpectedly receives an adjustment, allocation, or
distribution described in Treas. Regs. §
1.704-1(b)(2)(ii)(d)(4), (5), or (6) shall be
allocated items of income and gain (consisting of a pro rata portion of each
item of partnership income, including gross income, and gain for such year) in
an amount and manner sufficient to eliminate such deficit balance as quickly as
possible; and (B) all remaining profits and losses and items thereof shall be
allocated to the Members153 Capital Accounts in a manner such that, after such
allocations have been made, the balance of each Member153s Capital Account (which
may be a positive, negative, or zero balance) shall equal (1) the amount that
would be distributed to such Member, determined as if the Company were to sell
all of its assets for the section 704(b) Book Value (as defined below) thereof
and distribute the proceeds thereof (net of any sales commissions and other
similar transaction fees and payments required to be made to creditors) pursuant
to the relevant legal documents setting forth such distributions, minus
(2) the sum of (a) such Member153s share of the “partnership minimum gain”
(as determined under Treas. Regs. § § 1.704-2(d) and (g)) and

“partner nonrecourse debt minimum gain” (as determined under Treas. Regs. §
1.704-2(i)), and (b) the amount, if any, that such Member is obligated (or is
deemed for United States tax purposes to be obligated) to contribute, in its
capacity as a Member, to the capital of the Company as of the last day of such
Fiscal Year. Notwithstanding the preceding provisions of this paragraph, all
allocations of gain or loss recognized for Capital Accounting purposes in
connection with property contributed by a Member to the Company that, on
liquidation of the Company would be distributed to that Member, shall be
specially allocated to that Member.

(c) Code Section 704(c)(1)(A). Except as provided in the following
provisions of this Section 3, each item of taxable income, gain, loss,
deduction, or credit shall be allocated in the same manner as its correlative
item of “book” items allocated pursuant to Section 2. In accordance with Code
Section 704(c)(1)(A) (and the principles thereof) and Treas. Regs. § 1.704-3,
income, gain, loss and deduction with respect to any property contributed to the
capital of the Company, or after Company property has been revalued under Treas.
Regs. § 1.704-1(b)(2)(iv)(f), shall, solely for United States federal,
state and local tax purposes, be allocated among the Members so as to take into
account any variation between the adjusted basis of such Company property to the
Company for United States federal income tax purposes and its value as so
determined at the time of the contribution or revaluation of Company property.
This Paragraph shall be construed to authorize the Company to utilize only the
“traditional method” described in Treas. Regs. § 1.704-3(b) unless all Members
agree otherwise. Any elections or other decisions relating to such allocations
shall be made by the Company. Allocations pursuant to this Paragraph are solely
for United States tax purposes and shall not affect, or in any way be taken into
account in computing, any Member153s Capital Account or share of profit, loss, or
other items, pursuant to any provision of this Agreement or otherwise affect the
Members153 rights (including, without limitation, rights to distributions) and
obligations with respect to the Company.

(d) Certain Definitions. For purposes of this Agreement: (A)
the term “section 704(b) Book Value” means, with respect to any Company
property, the Company153s adjusted basis for United States tax purposes, adjusted
from time to time to reflect the adjustments required or permitted by Treas.
Regs. § § 1.704-1(b)(2)(iv)(d) through (g), provided that on
the date of the contribution of an asset to the Company, the section 704(b) Book
Value of any asset contributed to the Company shall be equal to the fair market
value (as reasonably determined by the Parties) of such asset on the date of
such contribution, (B) the term “Treas. Regs.” means Treasury Regulations issued
under the Code, and (C) the term “profits and losses” shall mean the items of
profit and loss of the Company (including separately stated items) as computed
under Treas. Regs. § 1.704-1(b)(2)(iv).

6.04. Certain Other Allocation Rules

(a) For purposes of determining the Profits, Losses, or any other items
allocable to any period, Profits, Losses, and any such other items shall be
determined on a daily, monthly or other basis, as determined by Members153
Committee using any permissible method under Section 706 of the Code and the
Treasury Regulations thereunder.

(b) Except as otherwise provided in this Agreement, all items of Company
income, gain, loss, deduction, and credit, for any fiscal year or other period,
and any other

allocations not otherwise provided for shall be divided among the Members in
the same proportions as they share Profits or Losses, as the case may be, for
such year or other period.

(c) All items of income, gain, loss, deduction and credits recognized by the
Company for federal income tax purposes and allocated to the Members in
accordance with the provisions hereof and all basis allocations to the Members
shall be determined without regard to any election under section 754 of the Code
that may be made by the Company; provided, however, such
allocations, once made, shall be adjusted as necessary or appropriate to take
into account the adjustments permitted by sections 734 and 743 of the Code.

6.05 Additional Capital Contributions

If and when the Company has used all of the Initial Capital Contribution, the
Members Committee may determine that the Company requires additional capital to
expand the Business. The Members Committee shall notify the Members of the
required amount and each Member may, but shall not be required to, make a
capital contribution in an amount equal to their Percent Interest portion of
such required capital.

6.06 Member153s Failure To Make Capital Contributions

In case either Member (the “Non-Contributing Member”) elects not to make such
a capital contribution, then the other Member (the “Other Member”) may elect to
exercise one or more of the provisions set forth below.

(a) The Other Member may withdraw its additional capital contribution in an
amount comparable to that which the Noncontributing Member failed to make.

(b) The Other Member may advance for its own Capital Account (in addition to
its pro-rata share of the additional capital contribution), the additional
capital contribution requested from the Noncontributing Member. Thereafter
allocations of excess cash distributions, net profits, and net losses, as well
as distributions of the Assets and properties of the Company upon termination of
this Agreement shall be made to each Member accordance with revised Percentage
Interests determined in accordance with aggregate capital contributions made to
the Company ignoring any prior return of Initial Capital Contributions or
Additional Capital Contributions.

6.07 Accounting Procedures

(a) Accounting Principles. The books of account of the Company shall
be kept and maintained at the principal place of business of the Company, or at
such other place or places as shall be determined by the Members153 Committee. The
books of account and the Financial Statements of the Company shall be prepared
in accordance with GAAP, consistently applied, which shall be utilized in the
preparation of the books of account and Financial Statements of the Company.

(b) Financial Statements. The Company shall cause Financial Statements
to be prepared and furnished to each of the Members, as soon as is practicable
after the end of each

month, quarter and year, as the case may be, but in no event later than
twelve (12) working days after the end of each month or quarter or twenty-five
(25) working days after the end of a year. The Financial Statements shall be
prepared in accordance with Section 6.05 (a) hereof, and shall be accompanied
by:

(i) a certificate signed by the president of the Company and the principal
financial employee of the company to the effect that the unaudited consolidated
financial statements reflect all adjustments necessary to present fairly the
financial position, results of operations and cash flows, in the case of
Financial Statements relating to any month, or to any of the first three fiscal
quarters of each year, or to any full fiscal year for which audited Financial
Statements are not requested by either Member pursuant to clause (ii) below; and

(ii) an independent auditor153s report prepared by a firm of independent
certified public accountants approved by the Members153 Committee, in the case of
Financial Statements relating to a full fiscal year, if so requested by either
Member. The date that such certification shall be due will be prior to any SEC
regulatory filing dates for Digimarc and shall be completed simultaneously with
the audit of Digimarc to take advantage of any efficiencies and synergies in
preparing for and completing such audits.

The president of the Company and the principal financial employee of the
Company responsible for providing accounting services to the Company shall also
provide each Member and the Members153 Committee with such other reports relating
to the operations of the Company as it may from time to time request. Any audit
under subparagraph (i) or (ii) hereof shall be at the Company153s expense.

6.08 Principle Tax Matters

(a)The Members Committee shall designate the “tax matters partner” of the
Company for United States federal income tax purposes (the “Tax Matters
Member“). Pursuant to Section 6223(c) of the Code, upon receipt of notice
from the Internal Revenue Service (the “IRS“) of the beginning of an
administrative proceeding with respect to the Company, the Tax Matters Member
shall furnish the IRS with the name, address and profit interest of each of the
Members provided, however, that such information is provided to
the Tax Matters Member by the Members.

(b) The Tax Matters Member shall, with the prior approval of the Members153
Committee, be permitted to:

(i) enter into any settlement with the IRS with respect to any administrative
or judicial proceedings for the adjustment of the Company items required to be
taken into account by a Member for income tax purposes (such administrative
proceedings being referred to as a “Tax Audit” and such judicial
proceedings being referred to as “Judicial Review“);

(ii) in the event that a notice of a final administrative adjustment at the
Company level of any item required to be taken into account by a Member for tax
purposes (a “Final Adjustment“) is mailed to the Tax Matters Member, seek
Judicial Review of such Final Adjustment, including the filing of a petition for
readjustment with the Tax Court or the United States Claims Court, or the filing
of a complaint for refund with the District Court of the United States for the
district in which the Company153s principal place of business is located;

(iii) file a request for an administrative adjustment with the IRS at any
time and, if any part of such request is not allowed by the IRS, to file an
appropriate pleading (petition or complaint) for Judicial Review with respect to
such request;

(iv) enter into an agreement with the IRS to extend the period for assessing
any tax which is attributable to any item required to be taken into account by a
Member for tax purposes, or an item affected by such item; and

(v) take any other action on behalf of the Members in connection with any Tax
Audit or Judicial Review proceeding.

The Tax Matters Member shall consult with the other Member (that is not the
Tax Matters Member) and receive the other Member153s written approval before
taking any action pursuant to this Section 6.06(b) and show the other Member the
relevant paperwork that such Member requests associated with such action. In the
case of a disagreement between the Tax Matters Member and the other Member, an
accounting firm to be selected by the Members153 Committee will resolve such
disputes.

The Tax Matters Member shall receive no compensation for its services. All
third party costs and expenses incurred by the Tax Matters Member in performing
its duties as such (including legal and accounting fees and any out-of-pocket
expenses) shall be borne by the Company. Nothing herein shall be construed to
restrict the Company from engaging an accounting firm or other experts or
consultants to assist the Tax Matters Member in discharging its duties
hereunder, so long as the compensation paid by the Company for such services is
reasonable.

(c) Unless the Members shall determine that other methods of allocations are
required by the Code or applicable Treasury Regulations, each item of income,
gain, loss and credit of the Company shall be allocated between the Members in
accordance with their Percentage Interests for the fiscal year (or portion
thereof) to which the item relates.

6.09 Payment and Withholding of Certain Taxes

(a) The Company may withhold taxes from distributions to any Member, or
otherwise pay taxes on a Member153s allocable share of Company items of income and
gain, to the extent permitted by Section 6.12(b) below. For purposes of
this Agreement, any amount of taxes so paid or withheld with respect to any
Member shall be deemed to be a distribution to such Member and shall reduce the
applicable amount otherwise distributable to such Member and, as necessary, the
next distributions to be made to that Member, pursuant to this Agreement.

(b) Notwithstanding anything to the contrary herein, to the extent that the
Company is required, pursuant to any applicable law, (i) to pay tax (including
estimated tax) on a Member153s allocable share of Company items of income or gain,
whether or not distributed, or (ii) to withhold and pay over to the tax
authorities any portion of a distribution otherwise distributable to a Member,
the Company may withhold and pay over such tax or such withheld amount to the
tax authorities, and such amount shall be treated as a distribution to such
Member at the time it is paid to the tax authorities.

6.10 Organizational Expenses

The Company shall elect to deduct expenses, if any, incurred by it in
organizing the Company ratably over a 180-month period as provided in Section
709 of the Code and the regulations promulgated thereunder.

6.11 Classification

The Company will file information returns in a manner consistent with
treatment of the Company as a partnership for United States federal income tax
purposes and will not elect to be treated as a corporation for United States
federal income tax purposes.

ARTICLE VII
BUDGETS AND BUSINESS PLANS

7.01. Business Plans and Budgets

(a) Prior to the 15th of November of each year, commencing in November, 2009,
the President, on behalf of the Company, shall submit to the Members153 Committee
for its review and comment a preliminary two-year combined business plan
commencing with the following year, which is proposed for the Company. Within
ten (10) business days thereof, the Members153 Committee shall provide its
response to the President and a final business plan shall be submitted by
December 1st and approved by the Members153 Committee by January 1st of the
following year.

(b) On or before the 15th of November of each year, commencing in November
2009, the Company shall submit to the Members153 Committee for its review and
comment a preliminary budget which is proposed for the Company for the following
two (2) years. Within ten (10) business days thereof, the Members153 Committee
shall provide its response to the President and a final budget for the following
two (2) years shall be submitted by December 15th, and approved by the Members153
Committee by January 1st of the following year.

7.02. Approval by the Members153 Committee

If approved by the Members153 Committee in accordance with the terms of Section
7.01 hereof, the proposed two-year business plan shall become the Approved
Business Plan for the applicable three-year (or shorter) period, and the
proposed budget for the following two (2) years shall become the Approved Budget
for the applicable two (2) year (or shorter) period under Section 7.01(b)
hereof.

7.03. Default Budget

In the event that the Members153 Committee fails to approve a budget for any
two (2) year period pursuant to Sections 7.01 and 7.02 hereof, then the Approved
Budget for the next ensuing year shall be the budget for the second year of the
two (2) year period as was contemplated within the then effective Approved
Budget (for the avoidance of doubt, 2010 being the second year of the initial
Approved Budget) and if the two (2) year period covered by the

most recent Approved Budget expires and no further budget is approved by the
Members153 Committee, there shall be a Default Budget (as defined below) for the
next ensuing year. The default budget (a “Default Budget“) shall be equal
to the annualized operating expenditures of the Company for the most recent
three months.

7.04. Default Business Plan

In the event a two-year business plan which is submitted to the Members153
Committee shall not be adopted pursuant to Sections 7.01 and 7.02 hereof, the
Approved Business Plan which is then in effect shall continue to be the Approved
Business Plan of the Company, except that the projected budget contained therein
for any relevant year shall be deemed to have been superseded by the Approved
Budget or Default Budget, as applicable, for such year. If the most recent
Approved Business Plan expires and no further business plan is approved by the
Members153 Committee, then the Company shall continue operating on a basis
consistent with the last year of the most recent Approved Business Plan.

ARTICLE VIII
CERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS

8.01. Authorization

Each Member represents and warrants to the other Member that it has taken all
action necessary for the authorization, execution, delivery and performance by
it of this Agreement, and that when this Agreement is executed, it will
constitute its valid and binding obligation in accordance with its terms. Each
Member represents and warrants it has all necessary corporate and other power
with respect to the foregoing.

8.02. Absence of Conflict

Each Member represents and warrants to the other Member that neither the
execution, delivery or performance of this Agreement, or any patent or other
License Agreements executed contemporaneously herewith, or any other Related
Agreements being executed and delivered simultaneously herewith to which it is a
party, nor the consummation of the transactions herein or therein contemplated,
nor the fulfillment of or compliance with the terms and conditions hereof or
thereof, will (nor with the giving of notice or lapse of time would) (a)
conflict with its Certificate of Incorporation, Bylaws or other instrument
pursuant to which it is organized, as amended or restated and as currently in
effect or (b) result in a breach of or constitute a default under or conflict
with any material contract, agreement or instrument to which it is a party or by
which it or any of its Assets are bound (including, without limitation, any
agreements with any banks or other lenders to which either Member or any of its
Affiliates are a party or subject), or (c) violate any law, rule or regulation
applicable to it or any of its Assets. Any third party, governmental or
administrative consents or approvals which are required in connection with the
foregoing have been obtained and are in full force and effect.

8.03. Certain Covenant

Each Member covenants and agrees to use commercially reasonable efforts to
cause the Company to abide by the provisions of Section 2.03 and 4.03 hereof.

8.04. Restricted Transfer of the Company Interest

A Member may not, without the prior written consent of the other Member,
sell, assign, encumber or otherwise transfer (directly or indirectly, through
one or more transactions, and whether voluntary, involuntary, by operation of
law or otherwise) its Interest in the Company or any part thereof to any Person.
Notwithstanding the previous sentence, either Member may transfer its Interest:
(i) by operation of law, pursuant to a merger, consolidation, reorganization,
statutory conversion, amalgamation or similar corporate transaction; or (ii) in
connection with a sale or other transfer of all or substantially all of its
assets or business; or (iii) upon receiving the written consent of the other
Member, which consent shall not be unreasonably withheld, to an Affiliate which
is wholly owned by, or which wholly owns, such Member. It shall be a condition
precedent to any transfer that the transferee agrees in writing to be bound by
the terms of this Agreement. Any transfer that is not made in strict compliance
with the terms of this Section 8.04 shall be null and void.

ARTICLE IX
DISSOLUTION

9.01. Dissolution

(a) Dissolution by Mutual Agreement. The Members may dissolve the
Company at any time by execution of a written agreement signed by a duly
authorized officer of each Member stating that the Members wish to terminate
this Agreement and setting forth terms for the disposition or allocation of the
assets, liabilities and rights and obligations of the Company.

(b) Dissolution By Either Member. Either Member shall have the right
to initiate proceedings to dissolve the Company if:

(i) the other party fails to make the Initial Capital Contribution; or

(ii) the Company fails to have sufficient cash to meet its financial
obligations as they become due in the ordinary course; provided, that the Member
initiating such proceedings must be in compliance with its obligation to make
its Initial Capital Contribution and any other Capital Contribution agreed to by
the Members; or

(iii) the Company is in material breach of the provisions of 2.03 or 4.03
hereof, and has not cured the material breach in a reasonable time after receipt
of notice by the Member initiating such proceedings; or

(iv) by the end of 2013, the Company is no longer solvent or is not
generating at least [**] dollars of annualized revenues from unrelated entities.

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

9.02. Liquidation

(a) Upon the dissolution of the Company, the Members153 Committee shall seek to
resolve all issues of ownership, separation and distribution of Company assets,
to make settlement and payment of all Company obligations, and to wind up and
liquidate the affairs of the Company in an orderly and businesslike manner. If
the Members153 Committee cannot reach such an agreement, they shall appoint a
Person to act as liquidator to wind up the Company. The liquidator shall have
full power and authority to sell, assign, and encumber any or all of the
Company153s assets and to wind up and liquidate the affairs of the Company in an
orderly and businesslike manner. All proceeds from liquidation and any remaining
funds or assets of the Company shall be distributed in the following order of
priority: (i) to the payment of debts and liabilities of the Company (including,
to the extent permitted by the Act, debts of the Company that are owed to a
Member) and the expenses of liquidation; (ii) to the setting up of such reserves
(including, cash escrow accounts) as the liquidator may reasonably deem
necessary for any contingent liabilities of the Company; and (iii) by
distribution of cash or property (at the election of each Member), to the
Members in accordance with their Percentage Interests.

(b) If a Member elects to take its distribution in cash, and sufficient cash
is not available to make the full cash distribution to each Member, the
liquidator shall sell at fair market value Company property as necessary to make
such distribution in cash. The other Members may purchase the property sold at
its fair market value.

(c) The distribution of cash or property to the Members in accordance with
the provisions of this Section 9.02 shall constitute a complete return to the
Members of their respective Capital Contributions and a complete distribution to
the Members of their respective Interests and all Company property. In the event
that any Member153s Capital Account balance is a negative amount after all
allocations to such account in accordance with Article VI and distributions in
accordance with Section 9.02(a), such Member shall have no obligation to
contribute any amount to the Company as a result of such negative Capital
Account; provided, however, that this provision shall not override any
obligation of a Member to make a Capital Contribution under Section 6.01.

(d) Any distributions to the Members pursuant to this Section 9.02 shall be
made in accordance with the time requirements set forth in Treasury Regulation
section 1.704-1(b)(2)(ii)(b)(2).

ARTICLE X
FORCE MAJEURE

A Member whose performance hereunder is prevented by an event or condition of
Force Majeure, upon providing written notice to the other Member of such event
or condition, shall be excused from performance to the extent such event or
condition prevents its performance, provided that the Member so affected
shall use reasonable efforts to avoid or remove the cause of nonperformance and
shall continue performance hereunder immediately upon the removal of such
causes.

ARTICLE XI
LIABILITY AND INSURANCE

11.01. Liability

To the fullest extent permitted by law, the debts, obligations and
liabilities of the Company, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company, and no
Member shall be obligated personally for any such debt, obligation or liability
of the Company solely by reason of being a Member.

11.02. Insurance

The Company shall purchase and maintain directors153 and officers153 errors and
omissions insurance, to the extent and in such amounts as the Members153 Committee
shall, in its discretion, deem reasonable.

ARTICLE XII
GENERAL PROVISIONS

12.01. No Publicity or Advertisement Without Prior Consultation

Except after consultation with the other parties to this Agreement, none of
the Members or the Company shall, and each of the parties shall use its
reasonable efforts to assure that none of its officers, directors, employees,
agents or advisors shall, publicize, advertise, announce or describe to any
governmental entity or other third person the terms of this Agreement, the
parties hereto or the transactions contemplated hereby, except as it believes in
good faith to be required by applicable law, regulation, or stock market rules
or as permitted pursuant to this Agreement.

12.02. Severability

Any portion or provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability, without
affecting in any way the remaining portions or provisions hereof in such
jurisdiction or, to the extent permitted by law, rendering that or any other
portion or provision hereof invalid, illegal or unenforceable in any other
jurisdiction.

12.03. Article and Section Headings, Schedules and Exhibits

The Article and Section headings included in this Agreement are for the
convenience of the parties only and shall not affect the construction or
interpretation of this Agreement. Schedules and Exhibits referred to in this
Agreement are an integral part of this Agreement.

12.04. Counterparts

This Agreement and any documents executed pursuant hereto may be executed in
any number of counterparts, each one of which shall be an original and all of
which shall constitute one and the same document.

12.05. Gender and Number

In this Agreement (unless the context requires otherwise), the masculine,
feminine and neuter genders and the singular and the plural include one another.

12.06. Expenses

Unless otherwise provided in this Agreement, the parties shall each bear
their own fees and expenses incurred in connection with this Agreement and the
transactions contemplated hereby (including without limitation all fees and
expenses of counsel).

12.07. Notices

All notices given pursuant to this Agreement shall be in writing and be
personally delivered or mailed with postage prepaid, by registered or certified
mail, return receipt requested to the address set forth below or such other
address as a party may from time to time specify in writing to the other party.
If so mailed and also sent by telegram or facsimile machine, the notice will
conclusively be deemed to have been received on the business day next occurring
48 hours after the latest to occur of such mailing and telegraphic or facsimile
communication; otherwise, no notice shall be deemed given until it actually
arrives at the address in question. The addressees to which notices are
initially to be sent are as follows:

(a) If to Digimarc:

Digimarc Corporation
9405 SW Gemini Drive

Beaverton, Oregon 97008
Attention: Bruce Davis, CEO

with a copy to Robert Chamness, Chief Legal Officer and Secretary

Facsimile No.: (503) 469-4771

(b) If to Nielsen:

The Nielsen Company (US) LLC

770 Broadway

New York, NY 10003

Attention: Itzhak Fisher, Global Product Leadership

with a copy to the Chief Legal Officer

Facsimile No.: (646) 654-8318

12.08. No Third Party Beneficiaries

No employee of the Company (or his/her spouse or beneficiary), or any other
Person not a party to this Agreement, shall be entitled to assert any claim
hereunder. This Agreement shall be binding upon and inure to the benefit only of
the parties hereto and their respective successors. Notwithstanding any other
provisions to the contrary except with respect to such successors, it is not
intended and shall not be construed for the benefit of any third party or any
Person not a signatory hereto. In no event shall this Agreement constitute a
third party beneficiary contract.

12.09. Governing Law; Arbitration

This Agreement is governed by, and is to be construed and interpreted in
accordance with, the law of the State of Delaware, without giving effect to the
conflict of law principles thereof. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in Beaverton, Oregon, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. Unless otherwise agreed in
writing by the parties, the arbitration panel shall have no authority to amend
or contravene this Agreement, to expand or otherwise modify the scope of the
Business of the Company or to make any award or finding contrary to the
provisions of an applicable Approved Budget or Approved Business Plan. The
prevailing party in the arbitration shall be entitled to recoup its reasonable
attorneys fees from the other party as part of any judgment entered. Judgment on
the award may be entered in any court having jurisdiction thereof.

12.10. Modifications, Amendments or Waivers

Except as otherwise provided herein, provisions of this Agreement may be
modified, amended or waived only by a written document specifically identifying
this Agreement and signed by a duly authorized executive officer of each Member.

12.11. Assignment, Successors and Assigns

Except as set forth in Section 8.04 hereof, without the other Member153s prior
written consent, this Agreement and the rights and obligations hereunder shall
not be assignable by any Member. This Agreement and the rights and obligations
hereunder shall be binding upon, and inure to the benefit of, the respective
successors and permitted assigns of the parties hereto. Notwithstanding anything
to the contrary in this Agreement, in the event that either party assigns this
Agreement and the rights and obligations hereunder to an unrelated third party,
such that the assigning party ceases to function or exist as a separate business
entity, the rights and license granted to the Company under either Member153s
Licensed Patents in this Agreement shall include only those patents and patent
applications that were part of the definition of that Member153s Licensed Patents
prior to the date of such assignment and having an effective filing date prior
to the date of such assignment (including reissues, reexaminations,
continuations, divisionals, continuations-in-part, extensions, substitutions,
renewals, foreign counterparts and equivalents thereof) and patents issuing
therefrom and patents claiming priority to such patents or patent applications
having an effective filing date prior to the date of such assignment. For the
avoidance of doubt, no patents of any entity that acquires either Party after
the Effective Date are within the definition of Digimarc Licensed Patents or
Nielsen Licensed Patents.

12.12. Joint Preparation

This Agreement has been jointly prepared by the Members and the provisions of
this Agreement shall not be construed more strictly against any Member as a
result of its participation in such preparation.

12.13. Entire Agreement; Termination of Prior Agreement

This Agreement (including the Schedules and Exhibits hereto) constitutes the
entire agreement of the Members with respect to the subject matter hereof and
supersede all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations between the Members with respect to the subject
matter hereof.

12.14. Further Assurances

Each Member shall fully and faithfully carry out all its respective
agreements and covenants expressly set forth in this Agreement. Each of the
Members agrees to execute, acknowledge and deliver such additional documents and
take such further actions, as may reasonably be required from time to time to
carry out each of the provisions, and the intent, of this Agreement, and every
agreement or document relating hereto, or entered into in connection herewith.

12.15. Securities Disclosures and Public Announcements

Disclosure of this Agreement, the financial impact of this Agreement and
related transactions on the parties, and the terms and conditions of this
Agreement (both in summary form and through exhibit filings) may be required
under SEC regulations, stock market rules, or any other laws. Members may rely
in good faith on advice of counsel when determining whether such disclosure is
required. Except as recited above and in Section 12.01, no Member will make
public announcements nor issue press releases relating to this Agreement without
the prior written consent of the other Member(s), which consent will not be
unreasonably withheld.

12.16. Confidentiality

Subject to Section 12.15, each party agrees that it will treat any provisions
of this Agreement not required to be publically disclosed as confidential and
will handle confidential information of the other party in a manner consistent
with the policies and practices of that party for handling its own confidential
information and in no case with less than a reasonable standard of care.
Notwithstanding the foregoing, either party may provide a copy of this Agreement
to a third party considering in good faith a bona fide transaction as
contemplated in Sections 8.04 or 12.11, provided that such third party agrees in
writing to be bound to a confidentiality agreement customary to such
transactions and prohibiting use of its knowledge of this Agreement or its
provisions for any competitive purpose. If the entire Agreement is terminated,
the obligations set out in this Section will extend for a period of five (5)
years from this termination date.

12.17. Bankruptcy

Any intellectual property licenses and rights granted hereunder or pursuant
hereto are, and will be deemed to be, for purposes of Section 365(n) of the
United States Bankruptcy Code (“Code”) licenses of “intellectual property”, as
defined under the Code. Notwithstanding any provision contained herein to the
contrary, if a party is under any proceeding under the Code and the trustee in
bankruptcy of that party, or that party as a debtor in possession, rightfully
elects to reject this Agreement, then the other party pursuant to the relevant
portions of Section 365(n) of the Code may retain any and all of such other
party153s licenses and rights hereunder to the maximum extent permitted by law.

12.18. Survival

Any rights and obligations which by their nature (or explicit statement)
survive and continue after any expiration or termination of this Agreement will
survive and continue and will bind the parties and their successors and assigns,
until such obligations are fulfilled. For avoidance of doubt, upon expiration or
termination of this Agreement, the provisions of Sections 2.03, 2.04, 3.06,
5.01, 5.02, 5.03, 5.04, 8.04, 9.01, 12.07, 12.08, 12.09, 12.11, 12.16, and 12.17
will survive and remain in effect until fulfilled.

End of text; the signature page follows

IN WITNESS WHEREOF, the members hereto have caused this Agreement to be
executed by their duly authorized representatives, effective as of the Effective
Date.

	DIGIMARC CORPORATION


	By:	/s/ Bruce Davis
		Name: Bruce Davis
		Its: Chief Executive Officer


	THE NIELSEN COMPANY (US) LLC


	By:	/s/ Itzhak Fisher
		Name: Itzhak Fisher
		Its: Global Product Leadership

Schedule 4.01

Members153 Committee

Digimarc Representatives:

1. Bruce Davis

2. Robert Chamness

Nielsen Representatives:

1. Itzhak Fisher

2. Bruce Haymes

Schedule 5.02

Excluded Patents

Patent No./Serial No.		Title

USPN [**]		[**]

USPN [] (a continuation of USPN [])		[**]

USPN [**]		[**]

USPN [**]		[**]

and any reissues, continuations, continuations-in-part, divisionals,
extensions, re-examinations, substitutions, renewals and foreign counterparts
and equivalents of those patents.

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

Schedule 5.02 (d)

Services Agreement

Schedule 5.02 (d)

DEVELOPMENT SERVICES AGREEMENT

This is a Development Services Agreement (the “Agreement”) between Digimarc
Corporation, a Delaware corporation, having a place of business at 9405 SW
Gemini Drive, Beaverton, Oregon 97008, and its subsidiaries (“Digimarc”), and
[Newco 1, LLC], a Delaware limited liability company, having a place of business
at 9405 SW Gemini Drive, Beaverton, 97008 (“Newco 1”).

For good and valuable consideration as stated herein, the parties hereby
agree as follows:

This Agreement is entered into contemporaneously with, and appended as a
schedule to, the Limited Liability Company Agreement of [Newco 1, LLC].

The effective date of this Agreement is July 1, 2009 (“Effective Date”).

Definitions of terms defined in the Limited Liability Company Agreement of
[Newco 1, LLC] are not repeated here.

1. IP Ownership and License Grants.

1.1. Technology and Patents Developed Pursuant to Development Services
Agreement. Ownership and licensing of intellectual property shall be
consistent with section 5.01 of the Limited Liability Company Agreement of
[Newco 1, LLC] with respect to the Digimarc Services provided for herein.

2. Digimarc Services.

2.1. Authorized Services. Digimarc will perform services for Newco 1
relating to the development of Newco 1 products and services (the “Digimarc
Services”), including research, development, engineering, quality assurance,
market research and development, strategic planning, strategy development,
business development, project management, reporting, and such other services or
activities as will be determined from time to time by the management of Newco 1
and the Members153 Committee of Newco 1. Digimarc will perform the Digimarc
Services in good faith and with a reasonable standard of quality, but in no
event with a standard of quality less than that Digimarc employs for services
Digimarc performs for itself. The Digimarc Services shall not include
any time or labor spent by Digimarc in its own strategic planning or the
management of its own organization, outside of the management of the specific
activities to be conducted as part of such Services.

2.2. Annual Work Plan. The particular Digimarc Services to be
performed and expenditures to be made by Digimarc shall be set forth in an
annual work

plan and budget (the “Annual Work Plan”) as adopted and approved by the
management of Newco 1. The parties shall mutually agree upon a process for
determining the Annual Work Plan consistent with the Approved Budget and
Approved Business Plan process of and for Newco 1. The Annual Work Plan shall
state reasonable and specific objectives to be met by Digimarc, and which shall
take into account Newco 1153s strategic goals and operational experience,
Digimarc153s resources and capabilities to assist Newco 1 in achieving those
goals, and the market conditions then prevailing. The parties shall also
mutually agree upon an informal process for change management and for resolving
disputes concerning determination of the Annual Work Plan. In all events,
Digimarc shall make resources available in each year covered by a timely
submitted and reasonable Annual Work Plan (a “Plan Year”) sufficient to perform
the Digimarc Services identified in the Annual Work Plan. The first Plan Year
for the rest of 2009 will begin on July 1, 2009, prior to completion of the
Annual Work Plan, based upon a short statement of work to be agreed upon by the
parties. The Annual Work Plan for 2010 will be determined as soon as practicable
thereafter, and no later than December 31, 2009. Successive Annual Work Plans
shall be determined no later than ninety (90) days prior to the beginning of
each subsequent Plan Year. If Digimarc reasonably believes that any requested
changes to the Annual Work Plan will result in additional expenditures exceeding
those approved by Newco 1 in the Annual Work Plan, it shall so inform Newco 1.
If Newco 1 and Digimarc agree to the requested changes and such additional
expenditures, they shall amend the Annual Work Plan to reflect such changes.
Unless the Members153 Committee of Newco 1 authorizes such additional expenditures
in writing, Newco 1 shall not be obligated to pay for Digimarc Services in
excess of the larger of (a) the amount set forth in the Annual Work Plan
(including as amended pursuant to the preceding sentence) or (b) the Service
Minimum Fee (as defined below).

2.3. Quarterly Reporting and Review. Within thirty (30) days following
the end of each quarter during each Plan Year, Digimarc shall provide reports
stating its progress in achieving the objectives set forth in the Annual Work
Plan, and describing in detail the Digimarc Services performed and expenditures
made in that quarter. The parties shall mutually agree upon a process for a
joint quarterly review of Digimarc153s progress in achieving the objectives set
forth in the Annual Work Plan, and for considering any changes that either Newco
1 or Digimarc may propose to the Annual Work Plan.

2.4. Minimum Service Fees. Subject to any termination of its
obligation to engage Digimarc to perform the Digimarc Services, Newco 1 shall
pay, in equal quarterly payments as set forth below, the following minimum
annual amounts for Digimarc Services in each Plan Year (the “Minimum Service
Fees”):

Annual Work Plan Period	Plan Year 2009		Plan Year 2010		Plan Year 2011
Minimum Fees	$	1.13 million	$	2.80 million	$	2.74 million

In the event that Digimarc is retained to provide development services to
[Newco 2, LLC] during the term of this Agreement, the amounts paid by [Newco 2,
LLC] shall be

credited against the minimums set forth above. Quarterly payments of such
fees, including Minimum Service Fees, will be due and payable to Digimarc only
for those quarters in which Digimarc performs Digimarc Services in accordance
with a timely submitted and reasonable Annual Work Plan, at such levels as would
be sufficient to generate the Minimum Service Fees as set forth above; or if
Newco 1 fails to timely submit a reasonable Annual Work Plan, in which Digimarc
was ready, willing and able to perform such level of Digimarc Services.
Quarterly Minimum Service Fee payments are due and payable to Digimarc on the
first day of each quarter in which the Digimarc Services are to be provided.
Minimum Service Fees do not include any hardware, equipment or software
purchased on behalf of Newco 1 by Digimarc. Hardware, equipment or software will
only be purchased on behalf of Newco 1 by Digimarc upon written approval by
Newco 1 and will be charged back to Newco 1 with no markup.

2.5. Labor Rates. Labor rates charged for Digimarc Services will be as
shown in Appendix A. The labor rates will be increased on January 1 of each year
based on the report used by Digimarc for evaluating annual labor rates for
similar project work, reflecting an determination of average rates of wage and
benefits cost inflation, and may otherwise be adjusted by mutual agreement of
the parties. The Members shall have an opportunity to review the aforementioned
labor report prior to implementation of any annual labor rate adjustments.

2.6. Digimarc Services Payment Schedule and Invoice. Digimarc shall
furnish an invoice to Newco 1 following each quarter of any Plan Year. The
invoice shall be accompanied by an itemization of the Digimarc Services actually
performed in that quarter, including an identification of individual
timekeepers, their respective hours and rates, and the nature of the work
performed by them with reference to the objectives of the Annual Work Plan. The
invoice shall also be accompanied by an itemization of those out-of-pocket
expenditures reasonably incurred by Digimarc in performing the Digimarc
Services, reimbursement of which shall be included in the Minimum Service Fees.
Within thirty (30) days of receipt of such invoice, Newco 1 shall pay for
Digimarc Services actually performed by Digimarc in accordance with the
then-current Annual Work Plan in that quarter to the extent that the Digimarc
Services actually performed by Digimarc within that Plan Year to date, as
reflected in the cumulative quarterly invoices for that Plan Year, exceed the
Minimum Service Fees owed for that Plan Year cumulatively to date. If the amount
of Digimarc Services actually performed and invoiced in that quarter, when added
to the amount of Digimarc Services actually performed and invoiced in prior
quarters of that Plan Year, is less than the Minimum Service Fees owed for that
Plan Year cumulatively to date, Newco 1 shall [**].

2.7. Audit Rights. For a period of three (3) years following the end
of any Plan Year, or until resolution of a dispute concerning the accuracy of
the invoices or quarterly reports for a particular Plan Year arising within that
three-year period, Newco 1 (and its designated agents) shall have the right to
inspect and examine Digimarc153s books and records relating to the Digimarc
Services, including time records and activity logs,

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

for the purpose of determining whether Digimarc153s invoices and quarterly
reports for that Plan Year are accurate; provided, however, that Digimarc may
redact such documents to preserve the confidentiality of Digimarc proprietary
information that is not necessary to verify the accuracy of the invoices or
quarterly reports. Any such inspection and examination will take place upon
reasonable prior written notice to Digimarc, during regular business hours and
no more than once a year. Digimarc shall promptly refund to Newco 1 any amount
that the audit shows was overpaid by Newco 1 in that Plan Year per the Agreement
and, if the overpayment is greater than 5% of the total payment for that Plan
Year, Digimarc shall also pay the reasonable out-of-pocket costs of the
inspection and examination.

2.8. Newco 1 Commitment of Resources. Newco 1 shall use its
commercially reasonable efforts to develop and support its products and
services, including the commitment of a reasonable amount of marketing,
financial and organizational resources. In furtherance of those efforts, Newco 1
shall prepare an Annual Work Plan for the development and support of the Newco 1
products and services business, shall invite Digimarc to advise and contribute
to the formation of such plan, and shall share such plan with Digimarc. The
Members153 Committee shall review the Annual Work Plan at each quarterly meeting
and make whatever changes it believes necessary and appropriate for the
operation of the Company.

2.9. Digimarc Opportunity to Bid. For so long as [**], Newco 1 shall
provide Digimarc with a reasonable opportunity to [**].

2.10. Limitations on Digimarc Services for Other Parties. For as long
as Newco 1 is timely paying Digimarc for Digimarc Services, Digimarc shall not
[**].

2.11. Patent Prosecution. To the extent that the parties identify
potentially patentable inventions arising from the Digimarc Services, with the
consent of and pursuant to the direction of the Members153 Committee, the parties
will determine how and whether to prosecute a patent for such inventions.

3. Remedies for Breach.

3.1. Remedies for Breach. If either party materially breaches this
Agreement, the non-breaching party may, in addition to other remedies at law and
in equity, terminate this Agreement. Prior to terminating this Agreement for
breach, the non-breaching party must first give the breaching party written
notice specifying in detail the alleged breach. The breaching party shall then
have seventy-five (75) days to cure such breach.

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

4. Termination.

The term of this Agreement is through December 31, 2011.

5. Other Provisions.

5.1. Confidentiality. Each party agrees that it will treat
confidential information of the other party in a manner consistent with the
confidentiality agreement between the parties. Notwithstanding the foregoing,
either party may provide a copy of this Agreement to a third party considering
in good faith a bona fide transaction as contemplated in Section 5.2, provided
that such third party agrees in writing to be bound to a confidentiality
agreement customary to such transactions and prohibiting use of its knowledge of
this Agreement or its provisions for any competitive purpose. Upon request by
the disclosing party with respect to specifically identified information, the
receiving party will return to the disclosing party or destroy all of the
confidential information in the receiving party153s possession or control
furnished to it by the disclosing party which the receiving party does not need
to retain in order to perform any obligations imposed, or exercise any rights
(including rights of ownership) acquired, by this Agreement, and shall certify
in writing its return or destruction of such confidential information. If the
receiving party is subject to judicial or governmental proceedings or is subject
to government regulations requiring disclosure of confidential information of
the disclosing party, then prior to disclosing such information, the receiving
party will provide the disclosing party with reasonable prior notice for the
disclosing party to seek a protective order for confidential treatment of the
confidential information and will only disclose that information that is
necessary and required. If the entire Agreement is terminated, the obligations
set out in this Section will extend for a period of [**] years from this
termination date, except that the confidential information of the disclosing
party that is specifically identified by it as a trade secret will be protected
for a period of [**] years.

5.2. Assignment. Neither party may assign any of its rights or
obligations under this Agreement to any person without the prior written consent
of the other, and any such purported assignment shall be null and void from
inception; provided, however, that (a) either party may assign all its rights
and delegate all its obligations hereunder to a single person without such
approval in connection with: (i) a merger, consolidation, reorganization,
statutory conversion, amalgamation or similar corporate transaction, or (ii) a
sale or other disposition of all or substantially all of its assets in the
businesses relating to this Agreement, and (b) Newco 1 may assign all its rights
and delegate all its responsibilities to an Affiliate in connection with a
restructuring or reorganization of Newco 1.

5.3. Bankruptcy. Any intellectual property licenses and rights granted
to either party hereunder or pursuant hereto are, and will be deemed to be, for
purposes of Section 365(n) of the United States Bankruptcy Code (“Code”)
licenses of “intellectual property”, as defined under the Code. Notwithstanding
any provision contained herein to the contrary, if a party is under any
proceeding under the Code and the trustee in bankruptcy of that party, or that
party as a debtor in possession, rightfully elects to reject

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

this Agreement, then the other party pursuant to the relevant portions of
Section 365(n) of the Code may retain any and all of such other party153s licenses
and rights hereunder to the maximum extent permitted by law.

5.4. Limitations on Damages. NEITHER DIGIMARC NOR NEWCO 1 WILL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE,
PUNITIVE OR SPECIAL DAMAGES ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

5.5. Governing Law, Jurisdiction and Venue. This Agreement shall be
governed by New York law. All matters concerning the interpretation of, or
performance under, this Agreement will be resolved in the state or federal
courts in New York applying New York law and jurisdiction and venue will be
proper in such New York courts.

5.6. No Waiver. Each and all of the various rights, powers and
remedies of the parties will be considered to be cumulative with and in addition
to any other rights, powers and remedies which such parties may have at law or
in equity in the event of breach of any of the terms of this Agreement. The
exercise or partial exercises of any rights, powers or remedies will neither
constitute the exclusive election thereof nor the waiver of any other right,
power or remedy available to such party. In no event will any waiver of any
rights hereunder constitute the waiver of such rights in any future instance
unless the waiver so specifies in writing.

5.7. Notices. All notices of breach or early termination must be made
in writing. Any written notice under this Agreement will be sent by email with a
hard copy sent via certified mail, return receipt requested, or by recognized
courier service with tracking capabilities. The notice will be deemed effective
as of the earlier of (i) the date of delivery, as evidenced by a delivery
receipt or the addressee153s registry, or (ii) five business days after sending
notice to the correct address in the authorized manner. The addresses of the
parties, as set forth above, will be used for any such notice unless either
party hereafter designates a substitute address in writing in accordance with
this provision.

The contacts to address the notices to are:

If to Digimarc:

Digimarc Corporation
9405 S.W. Gemini Drive

Beaverton, Oregon 97008
Attention: Bruce Davis, CEO

with a copy to Robert Chamness, Chief Legal Officer and Secretary

Facsimile No.: (503) 469-4771

If to Newco 1:

Newco 1, LLC

9405 S.W. Gemini Drive

Beaverton, Oregon 97008
Attention: , CEO

with a copy to the Legal Officer and Secretary

Facsimile No.: (503) 469-4771

If to Nielsen:

The Nielsen Company (US) LLC

770 Broadway

New York, NY 10036

Attention: Itzhak Fisher, Global Product Leadership

with a copy to the Chief Legal Officer

Facsimile No.: (646) 654-8318

5.8. Integration. This Agreement embodies the entire agreement of the
parties hereto regarding the subject matter herein, and supersedes and cancels
any and all previous negotiations, agreements or commitments with respect to
them, including without limitation the terms and conditions under a prior
agreement between Digimarc and Nielsen executed on November 27, 2007, with an
effective date of October 1, 2007 (the “Prior Agreement”) (including all payment
obligations of Nielsen accruing after the Effective Date).

5.9. Severability. If any provision of this Agreement is held to be
void or unenforceable, the parties agree that such determination will not result
in the nullity or unenforceability of the remaining portions of this Agreement.
The parties further agree to replace such void or unenforceable provisions of
this Agreement with valid and enforceable provisions that will achieve, to the
extent legally permissible, the economic, business and other purposes of the
void or unenforceable provisions and that reflect the intent of the parties when
entering into this Agreement.

5.10. Amendments. This Agreement may not be modified in any manner
except by an instrument in writing duly signed by each of the parties hereto.

5.11. Construction. Each party and its counsel have participated fully
in the review and revision of this Agreement. Any rule or construction to the
effect that ambiguities are to be resolved against the drafting party will not
apply in interpreting this Agreement.

5.12. No Agency. Nothing in this Agreement will be construed as
creating any agency, partnership or other form of joint enterprise between
Digimarc and Newco 1. Neither party will have authority under this Agreement to
contract for or bind the other in any manner whatsoever.

5.13. Other Documents. Each party hereto will execute any documents
which may be necessary or advisable to carry out or effectuate the foregoing.

5.14. Survival. Upon expiration or termination of this Agreement,
rights to payment under this Agreement and the provisions set out in Sections 1,
2.4, 2.7, 3.1, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, and 5.13 will remain in effect.

5.15. Counterparts. This Agreement may be executed in separate
counterparts, and by facsimile, each of which will be deemed an original, and
when executed, separately or together, will constitute a single original
instrument, effective in the same manner as if the parties had executed one and
the same instrument.

IN WITNESS WHEREOF, the Members153 Committee has adopted this Agreement as part
of the Limited Liability Company Agreement of [Newco 1, LLC], to be effective as
of the Effective Date.

APPENDIX A: LABOR RATES (current
rates)

Job Classification	Rate
Account Manager	$	[**]
Director	$	[**]
Engineering Manager	$	[**]
Executive	$	[**]
Lawyer	$	[**]
Paralegal	$	[**]
Market Development Manager	$	[**]
Marketing Engineer	$	[**]
Product Manager	$	[**]
Project Director	$	[**]
QA Engineer	$	[**]
R&D Engineer	$	[**]
Software Engineer	$	[**]
Technical Writer	$	[**]
IT Network Support	$	[**]

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

Schedule 5.03

Nielsen Data License

MASTER SERVICES AGREEMENT
BY AND BETWEEN
THE NIELSEN COMPANY (US), INC.
AND
[Name of Client]

This Agreement (“Agreement”), dated as of [effective date of Agreement],
between The Nielsen Company (US), Inc., a New York corporation (“Nielsen”), and
[Name of Client], a [state/type of organization] (“Client”), governs the
provision and use of data, information, technology and related services
(“Services”) identified in one or more local service agreements or in a project
order for Custom Services (as defined below) (each an “LSA”), entered into by
Nielsen and Client and/or their respective affiliates. “Nielsen” shall mean
Nielsen and/or its affiliates and “Client” shall mean Client and/or its
affiliates, and in each LSA “Nielsen” shall mean the Nielsen entity providing
the Services and “Client” shall mean the Client entity receiving the Services
under such LSA. Each LSA binds only the Nielsen and Client entities which
execute the LSA, or on behalf of which the LSA is executed, and does not vest
rights in any affiliate that is not a party to such LSA. This Agreement shall
apply to any services provided to Client during the term of this Agreement,
whether or not specified in an LSA.

Article 1. Scope of Service

1.1 Services; Ownership and License. Nielsen shall
deliver the Services set forth in each LSA (which may include one or more of the
following) for use solely by Client in accordance with this Agreement and such
LSA. The data and information included in Services are referred to as “Nielsen
Information”. Client agrees that:

(a) “Licensed Services” are services to which Nielsen retains ownership and
which Nielsen does not sell but licenses to multiple clients including, among
others, media, household panel, retail tracking, online and mobile services and
Technology Services (as defined below). Client is granted a limited,
non-exclusive license to use Licensed Services as set forth in this Agreement
and any applicable LSA.

(b) “Custom Services” include BASES and certain customized research Services
(not including any Technology Services) and ownership of such Custom Services
shall be subject to the terms of the applicable LSA and/or project order.

(c) “Technology Services” include Internet portals, access and analytic
tools, licensed systems, templates and software (including delivery media,
manuals, updates and new versions provided by Nielsen), and Client shall
maintain, and upgrade if necessary, its hardware, operating systems and third
party software consistent with any requirements and/or changes to the Technology
Services, and Nielsen shall provide Client with notice of such requirements
and/or changes for the operation of Technology Services prior to implementation.

Article 2. Fees and
Taxes

2.1 Fees. Client agrees to pay the fees set forth in
each LSA and such fees are due when invoiced and are payable within 30 days of
the date of the invoice. Client agrees to pay interest at 1.5% per month (or, if
lower, the maximum legal rate) from the date originally due until payment is
received by Nielsen on all amounts thereafter.

2.2 Taxes. Client is responsible for all value-added,
goods and services, sales, use and similar taxes due with respect to the
Services.

Article 3. Use of
Services

3.1 Uses and Disclosure of Services. Client may only
use Services internally except as permitted in (a) and (b) below and in an LSA
or other written agreement signed by an expressly and duly authorized
representative of Nielsen. Client may:

(a) in the case of Licensed Services, include “Limited Excerpts” (meaning
Nielsen Information that is not of sufficient quantity or quality as to have
independent commercial value, as determined by Nielsen in its sole discretion)
in annual reports, reports to the financial community and releases to the media
for the purpose of corporate image-building or product promotion; and

(b) in the case of Custom Services, use Nielsen Information (i) in the
conduct of its business with partners, suppliers and customers, and (ii) with
Nielsen153s prior written consent, in advertising or promotion of Client153s
products or services.

Any Nielsen Information that is disclosed must be accurately sourced to
Nielsen, be disclosed only to authorized third parties, and not be presented in
a misleading manner.

3.2 Uses of References. Disaggregated data, data
dictionaries, reference tools, data methodologies, data
attributes/characteristics and flat files are referred to as “References” and
may only be used internally unless disclosure to a third party is authorized in
writing by Nielsen.

3.3 Restrictions. Client shall not decompile, reverse
engineer, disassemble, sublicense, distribute, dispose of, modify, adapt,
translate, or remove any proprietary or copyright legend from any Service or
Nielsen Information.

3.4 Third Parties. Client may furnish Nielsen
Information to third parties (such as consultants and third party processors)
retained by Client for use solely on behalf of Client provided that, prior to
accessing such Nielsen Information, the third party shall have entered into
Nielsen153s then standard form of agreement for such third party, as determined by
Nielsen in its sole discretion. At its discretion, Nielsen may decline to enter
into such agreement or grant a particular third party access or rights to
Nielsen Information, and Nielsen reserves the right to charge for such access.
Nielsen is not responsible for the accuracy of information produced by such
third party from Nielsen Information.

3.5 Legal Proceedings. No Services or Nielsen
Information may be used in any legal or administrative proceeding. If such use
is compelled by legal process, Client shall

promptly give Nielsen advance written notice and, before such use, obtain
confidentiality agreements, protective orders and evidentiary stipulations
acceptable to Nielsen and shall limit the use to the minimum necessary to comply
with such legal requirement.

Article 4. Changes to Services and
Charges

4.1 Changes to Service. Nielsen may, from time to
time, in its sole discretion, make changes to any Service or portion thereof
including, without limitation, formats, schedules, specifications and/or
techniques.

4.2 Charges. In the event of a change to a Service,
Nielsen may, upon 30 days153 prior written notice, adjust the fees for such
Service. Such fee change shall become effective on the date stated in Nielsen153s
notice unless, within 15 days after such notice, Client notifies Nielsen in
writing of its refusal to accept the fee change, in which event the applicable
Service to Client shall terminate as of the effective date of the change;
provided, however, that Nielsen may, in its sole discretion, elect to rescind
the fee change, in which case the Service to Client, as changed, shall continue
as provided in the applicable LSA.

Article 5. Warranties, Limitation
of Liability, Exclusive Remedy and Indemnification

5.1 Disclaimer of Warranties. Client recognizes that
Nielsen Information represents Nielsen153s opinion based on its analysis of data
and information, including data from sample households and other sources that
may not be under Nielsen153s control, and that Nielsen cannot guarantee the
accuracy of Nielsen Information. Without limiting the foregoing, NIELSEN
DISCLAIMS, AND CLIENT HEREBY WAIVES, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, TO CLIENT OR TO ANY THIRD PARTY, CONCERNING THE SERVICES AND NIELSEN
INFORMATION PROVIDED HEREUNDER OR UNDER AN LSA INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR ANY PARTICULAR
PURPOSE. The foregoing disclaimer shall not act as or constitute an admission by
Nielsen that any Services or Nielsen Information constitute goods, commodities
or tangible personal property under applicable law.

5.2 Limitation of Nielsen153s Liability; Exclusive
Remedies. Nielsen will give a pro rata refund of fees paid for any Nielsen
Information for such period of time as it fails to provide the Nielsen
Information and will use reasonable efforts to correct material errors Client
identifies in Nielsen Information. Nielsen will not be liable, in contract, tort
(including negligence) or otherwise, for any loss, expense or damage of any kind
including, without limitation, special, incidental or consequential damages, due
to any failure to provide any Service or resulting from any errors or
inaccuracies in the Nielsen Information or from the use by Client or others of
any Service or Nielsen Information. UNLESS OTHERWISE PROHIBITED BY APPLICABLE
LAW, NIELSEN SHALL NOT BE LIABLE FOR ANY CLAIM BROUGHT AFTER THE SHORTER OF 1
YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED OR MORE THAN 2

YEARS AFTER THE TERMINATION OF THIS AGREEMENT OR THE APPLICABLE LSA. THESE
REMEDIES ARE EXCLUSIVE.

5.3 Indemnity. Client agrees to indemnify and hold
Nielsen harmless from and against all claims, damages, loss or expenses
(including attorneys153 fees) arising, directly or indirectly, from (i) Client153s
permitted disclosure pursuant to paragraph 3.1 or an LSA or (ii) Client153s
disclosure or use of the Services or Nielsen Information contrary to the terms
of this Agreement or an LSA.

Article 6. Term, Suspension and
Termination

6.1 Term. Unless terminated in accordance with the
terms hereof, this Agreement, licenses and the Services rendered hereunder shall
commence on the date hereof and shall remain in effect for so long as any LSA
remains in full force and effect.

6.2 Return of Materials upon Termination. Upon
termination or expiration of this Agreement or any LSA, (i) Client shall
discontinue use of and return to Nielsen all Licensed Services and Technology
Services and the Nielsen Information, including References provided thereunder,
and (ii) all rights and licenses granted to Client to use such Services shall
cease and terminate immediately. In lieu of return, Client may remove Nielsen
Services from its systems and records, destroy tangible forms thereof, and
certify such removal/destruction in a written form satisfactory to Nielsen.

6.3 Partial Termination of Services Due To Third Party
Activity. Certain Services are based on data or information from third
parties and Nielsen may discontinue furnishing a Service or any portion thereof
to the extent any such third party data or information ceases to be available to
Nielsen for any reason.

6.4 Suspension of Services. The provision of Services
or licenses, or any portion thereof, may be suspended by Nielsen at any time in
the event that Client fails to perform its payment or other obligations set
forth herein or in an LSA. Such suspension of Service shall not suspend or
otherwise affect Client153s payment obligations set forth herein or in an LSA.

6.5 Termination by Nielsen. This Agreement and any
LSA and any or all of the Services or licenses provided hereunder or under an
LSA may be terminated by Nielsen on any date specified by Nielsen (i) if Client
has failed to perform any one or more of its payment or other obligations
hereunder, (ii) if Nielsen is or will become unable for any reason beyond its
control to perform its obligations hereunder, or (iii) if Nielsen is terminating
such Service to all clients then subscribing to a class of such Service.

Article 7. General
Provisions

7.1 Survival. The rights and obligations of Nielsen
and Client set forth in Articles 2, 3, and 5 and Sections 6.2, 7.6 and 7.8 shall
survive the termination of this Agreement or of any LSA.

7.2 Force Majeure. In the event either party is
delayed in or prevented from performing any act required hereunder due to
failure of any communication system or on- or off-line computing equipment,
labor troubles, inability to procure materials, governmental or judicial orders,
acts of God, acts of terrorism, weather conditions, third party interference or
other similar reason beyond its control, then performance of such act shall be
excused for the period of such delay; provided, however, that Client153s
obligation to make any payment pursuant to this Agreement or an LSA shall not be
excused for more than ten (10) days.

7.3 Independent Contractor Relationship. The parties
to this Agreement are independent contractors and neither shall have authority
to bind or obligate the other.

7.4 Notices. Any notice or request given hereunder
shall be in writing and deemed given on the date received when delivered
personally or by internationally recognized delivery service (i) if to Nielsen
at The Nielsen Company (US), Inc., 770 Broadway, New York, NY 10003, Attention:
Chief Executive Officer, with a copy to the same address, Attention: Chief Legal
Officer; and (ii) if to Client at [Client Name, Address], Attention: [Chief
Executive Officer/General Counsel).

7.5 Assignment. This Agreement is for the benefit of
and binding on the parties and their successors and assigns. Subject to the
prior written consent of Nielsen, Client may assign its rights under this
Agreement to a successor to all or substantially all of the business of Client,
provided all obligations of Client are assumed by the assignee and documentation
satisfactory to Nielsen of such assumption has been delivered to Nielsen.
Nielsen reserves the right to assign its rights to an affiliate of Nielsen or a
successor to all or substantially all of the business of Nielsen, and reserves
the right to have any Services rendered by such affiliate or successor, after
providing notice in writing to Client.

7.6 Injunctive Relief. Any breach of the use of
services provisions of Article 3 of this Agreement or similar provisions in an
LSA may cause irreparable harm to Nielsen, for which Nielsen153s remedies at law
will not be adequate. Nielsen shall be entitled to injunctive relief without
having to prove irreparable injury, lack of an adequate remedy at law, posting
bond or waiving any other rights.

7.7 Entire Agreement; Modification or Amendment;
Waiver. This Agreement together with any LSA contains the entire
understanding of the parties with respect to the provision of Services covered
by such LSA and supersedes all previous discussions and agreements relating to
such Services. Neither this Agreement nor any LSA may be modified or amended
except in a writing executed by the parties. No waiver by a party of any breach
of this Agreement or an LSA shall be deemed a waiver of any prior or subsequent
breach.

7.8 Governing Law. This Agreement shall be governed
by the law of the State of Illinois, United States of America, without regard to
its choice of law provisions. The parties agree to the exclusive personal
jurisdiction of the State and Federal courts located in Chicago, Illinois for
purposes of determining all disputes arising in connection with this Agreement
and hereby waive all objections to venue in those courts. Each LSA shall

be governed by the laws of the State of Illinois unless another jurisdiction
is specified in such LSA.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
through their duly authorized representatives as of the date set forth above.

THE NIELSEN COMPANY (US), INC.				[Name of Client]

By				By

Name:				Name:

Title:				Title:

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