First Amendment to License Agreement - American Lawyer Media Inc. and Law.com Inc.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
FIRST AMENDMENT TO LICENSE AGREEMENT
This FIRST AMENDMENT TO LICENSE AGREEMENT is entered into as of the 6th
day of December, 2000 (the "AMENDMENT") by and among AMERICAN LAWYER MEDIA,
INC., a Delaware corporation, ("ALM") and LAW.COM, INC., a Delaware corporation
WHEREAS, ALM and Law.com have entered into a Licensing Agreement dated
as of December 13, 1999, a copy of which is attached hereto as Exhibit A (the
"License Agreement"); and
WHEREAS, ALM and Law.com desire to amend Section 5.4 of the License
Agreement concerning subscription pricing for the Publication Related Sites.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
1. Definitions. Each initially capitalized term used herein
without definition shall have the meaning ascribed to such term in the License
2. Amendments. It is hereby agreed that Section 5.4 of the
License Agreement shall be amended, effective as of the date hereof, to read in
its entirety as follows:
(a) Pricing. [CONFIDENTIAL PORTION]
(b) Selling. [CONFIDENTIAL PORTION] Subject to the terms
hereof, Law.com may sell its products and services to any firm
or group of individuals. Law.com shall provide ALM with a list
of parties to whom it has sold Group Subscriptions. Neither
party will attempt to sell the same Group Subscription into a
firm or group of individuals that has already purchased a
Group Subscription from the other party. Furthermore, neither
party will attempt to sell a renewal of a Group Subscription
to any subscriber that has already purchased the same Group
Subscription from the other party. Except for those firms
Law.com has current pending proposals to, prior to January 15,
2001, Law.com shall not sell any Group Subscriptions to any
person or entity which is an ALM Multiple
Subscriber. Law.com and ALM shall exchange lists of pending
proposals and the ALM list of Multiple Subscribers by December
8, 2000 (provided, in each case, such lists shall not be used
to sell products or as sales leads, and will be kept
confidential from any sales personnel). ALM shall not be
responsible for providing lists of Multiple Subscribers in
those States where Publication Related Sites have not yet been
converted to subscription sites. When such Publication Related
Sites are converted to subscription sites, ALM will have a two
week exclusive right to sell Group Subscriptions to any person
or entity which is an ALM Multiple Subscriber to the regional
publication located in the relevant State. For purposes of
this Agreement, an ALM Multiple Subscriber shall be defined as
any person or entity with two or more subscriptions to the
same publication delivered to the same address. Neither party
will disparage or encourage the cancellation of the other
party's products when selling to a subscriber or potential
subscriber including, but not limited to, urging cancellation
of a print or online product because all or a portion of the
information in the print or online product is available in the
other party's product. Upon request, each party will provide
to the other party copies of its advertising and marketing
materials to, inter alia, ensure compliance with this Section
(c) Billing and Customer Service. ALM will provide
Law.com with copies of all contracts or invoices for
Individual Subscriptions, Group Subscriptions and PRS Bundles
sold by ALM promptly following execution of such agreements.
For Individual Subscriptions, Group Subscriptions and PRS
Bundles sold by ALM, Law.com will provide instructions on how
to subscribe to the product. ALM will instruct such
subscribers to follow the instructions provided by Law.com.
Each of ALM and Law.com will be responsible for billing
customers to whom they sold Individual Subscriptions, Group
Subscriptions or PRS Bundles. ALM will promptly remit to
Law.com its share of any fees billed by ALM in connection with
sales under this Section 5.4 (subject to any credits for trial
subscriptions, billing periods, bad debts, non-payments,
etc.). Law.com will promptly remit to ALM its share of any
fees billed by Law.com in connection with sales under this
Section 5.4 (subject to any credits for trial subscriptions,
billing periods, bad debts, non-payments, etc.). Law.com will
be responsible for providing customer service and support to
all subscribers for any Law.com product or service sold
pursuant to this Section 5.4.
3. Term of Amendment. This Amendment shall be in effect for
180 days from the date indicated above. Unless either party provides written
notice requesting cancellation of the Amendment within 30 days of its
expiration, the Amendment shall automatically renew for successive 180 day terms
until the License Agreement expires. If this Amendment expires prior to the
expiration of the License Agreement, the original language of Section 5.4 shall
supersede the language of this Amendment. Upon termination of this
Amendment, the parties will continue to be responsible for fulfilling their
obligations under this Amendment, including, without limitation, fulfilling
previously sold subscriptions for the term of subscription.
4. Full Force and Effect. Except as specifically modified or
amended by the terms of this Amendment, the License Agreement and all provisions
contained therein are, and shall continue, in full force and effect and are
hereby ratified and confirmed.
5. Counterparts. This Amendment may be executed in any number
of separate counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.
1. Miscellaneous. This Amendment shall be binding upon all the
parties to the License Agreement and their respective successors and assigns.
This Amendment shall be governed by, and construed and enforced in accordance
with, the internal laws in effect in the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
AMERICAN LAWYER MEDIA, INC.