CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT.
CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
LICENSE AGREEMENT
This Agreement is entered into between American Lawyer Media, Inc., a
Delaware corporation with offices at 345 Park Avenue South, New York, NY 10010,
('ALM') and Law.com, Inc., a Delaware corporation with offices at 10 United
Nations Plaza, suite 410, San Francisco, CA 94102, ('LAW.COM').
ALM publishes several publications. Law.com desires to acquire the
exclusive worldwide rights to distribute the content of certain ALM publications
electronically and/or digitally.
THEREFORE, the parties agree as follows:
1. DEFINITIONS
As used herein the following terms shall have the following definition:
'ADDITIONAL CONTENT' means any new product created by ALM and licensed
to Law.com pursuant to Section 2.6.
'AGREEMENT YEAR' means each twelve-month period during the Term
commencing on December 1.
'AFFILIATE' means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
the first Person. For the purposes of this Agreement, 'CONTROL,' when used with
respect to any Person, means the possession, directly or indirectly, of the
power to (a) vote 10% or more of the securities having ordinary voting power for
the election of directors (or comparable positions) of such Person or (b) direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise, and the
terms 'CONTROLLING' and 'CONTROLLED' have meanings correlative to the foregoing.
'ALM CONTENT' means the material contained in the current or future ALM
Publications during the Term of this Agreement.
'ALM CONTENT FEE' means the payment due under Section 3.1.
'ALM CONTENT LICENSE' means the license with respect to the ALM Content
as set forth in Section 2.1.
'ALM PUBLICATIONS' means the publications listed in Exhibit A.
'BUSINESS DAY' means a day other than a Saturday, Sunday or a day on
which banks located in New York City or San Francisco are authorized or required
to close.
'CONTENT LICENSES' means the licenses granted pursuant to Sections 2.1,
2.2 and 2.6.
'ELECTRONIC PUBLICATION' or 'ELECTRONIC PUBLISHING' means all forms of
publications or publishing in digital or electronic media, whether now in
existence or in the future developed, including, without limitation, publication
or publishing on the Internet, worldwide web or any other digital or electronic
network accessible by the public and excluding all non-electronic or non-digital
media (such as, without limitation, print, television, audio tape and radio).
'GAAP' means U.S. generally accepted accounting principles,
consistently applied.
'LAW' means any federal, foreign, state or local statute, law, rule,
regulation, ordinance, code, permit, license, policy or rule of common law.
'LICENSED CONTENT' means all ALM Content, all MA 3000 Content and all
Additional Content.
'LICENSED URLS' means the URLs listed in Exhibit B.
'MA 3000 CONTENT' means all court-related information formerly used by
the Law Journal Information Systems Division of ALM in connection with its MA
3000 products.
'MA 3000 CONTENT FEE' means the payments due under Section 3.2.
'MA 3000 CONTENT LICENSE' means the license with respect to the MA 3000
Content as set forth in Section 2.2.
'NON-PUBLICATION RELATED SITES' means all State Sites which are not
Publication Related Sites.
'PERSON' means an individual, corporation, partnership, limited
liability company, association, joint venture, trust or other entity or
organization, including a governmental authority.
'PUBLICATION RELATED SITES' means State Sites corresponding to ALM
publications, including nylj.com, callaw.com, etc.
'STATE SITES' means the network of state web sites owned and operated
by Law.com pursuant to Section 5.1.
'TERM' means the period from December 1, 1999 through November 30, 2004
and, if not terminated by one party in accordance with Section 9.1, for a
five-year renewal period.
'TRANSFER' means any sale, assignment, transfer, conveyance and
delivery or other disposition.
2. LICENSE
2.1 ALM CONTENT LICENSE. ALM grants to Law.com an exclusive license to
Electronically Publish all ALM Content throughout the world.
2.2 MA 3000 LICENSE. ALM grants to Law.com an exclusive license to
Electronically Publish all MA 3000 Content throughout the world.
2.3 LIMITATIONS ON LICENSES. Law.com shall not have the right to
change, modify or adapt Licensed Content, other than editing necessary to adapt
the Licensed Content for Electronic Publication.
2.4 PRE-EXISTING RIGHTS. The Content Licenses shall be subject to
(i) ALM's existing or prospective agreements with [CONFIDENTIAL PORTION](1),
or their respective successors or assigns, which may contain components
relating to the distribution of ALM Content published through electronic
media, (ii) any agreements listed on Schedule 1 attached hereto, and (iii)
any retention of rights by third parties.
2.5 SUBLICENSES. [CONFIDENTIAL PORTION] In no event may any such
sublicense exceed the scope or Term of this Agreement and any sublicense
purporting to do so shall be void. Law.com shall notify ALM of all sublicenses
and shall provide copies thereof to ALM immediately upon execution.
2.6 ADDITIONAL CONTENT LICENSES. [CONFIDENTIAL PORTION]
2.7 DELIVERY OF CONTENT. All License Content shall be delivered to
Law.com in a mutually agreed format.
2.8 TIMING OF PUBLICATION. ALM may require that the Licensed Content be
Electronically Published simultaneously with print distribution. Law.com may not
Electronically Publish any Licensed Content before print distribution thereof
without ALM's prior consent.
2.9 PROPRIETARY RIGHTS. Law.com acknowledges and agrees that the
Licensed Content and all right, title and interest therein, is and shall remain
the exclusive property of ALM and, except as expressly described in this
Agreement, Law.com shall have no rights to copy, use, reproduce, display,
perform, modify or transfer the Licensed Content, or any derivative works
thereof. Law.com shall not use the Licensed Content for any use other than
described herein without the prior written approval of ALM.
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(1) Confidential treatment has been requested for all redacted portions.
3. PAYMENTS
3.1 ALM CONTENT FEES. [CONFIDENTIAL PORTION]
3.2 MA CONTENT 3000 FEES. [CONFIDENTIAL PORTION]
3.3 PAYMENT SCHEDULE. The MA 3000 Content Fee and the ALM Content Fee
shall be paid in twelve equal installments on the first day of each month during
the Term.
3.4 ENHANCEMENTS. [CONFIDENTIAL PORTION]
3.5 ADDITIONAL CONTENT FEE. Law.com shall pay to ALM an Additional
Content Fee which shall be the sum of the following:
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[CONFIDENTIAL PORTION]
4. LICENSED URLS
4.1 URL LICENSE. ALM grants to Law.com a license to the Licensed URLs.
4.2 OWNERSHIP OF URLS. ALM shall retain title to all Licensed URLS.
4.3 MAINTENANCE OF LICENSED URLS. Law.com shall be responsible for
maintenance, administration, and registration or other maintenance costs
relating to the Licensed URLS.
5. STATE SITES
5.1 OWNERSHIP. Law.com shall create, operate, and own the State Sites.
5.2 EDITORIAL CONTENT. ALM will control all Licensed Content with
respect to the editorial portion of the Publication Related Sites.
5.3 ACCESS TO SITES. All State Sites, including Publication Related
Sites, will contain dual levels of accessibility, with both paid and free
sections.
5.4 SUBSCRIPTION PRICING. [CONFIDENTIAL PORTION]
5.5 MARKETING. [CONFIDENTIAL PORTION]
5.6 ACCESS TO CUSTOMER LISTS. Each party will have access to customer
lists and other data accumulated with respect to customers by the other party.
6. ADVERTISING
6.1 STATE SITE ADVERTISING. [CONFIDENTIAL PORTION]
6.2 NATIONAL ADVERTISING SALES. [CONFIDENTIAL PORTION]
6.3 CLASSIFIED ADVERTISING SALES. [CONFIDENTIAL PORTION] Law.com shall
be the exclusive on-line distributor of ALM's classified advertising during the
Term. Determination as to which ALM classified advertising appears on Law.com
shall be determined by Law.com. ALM will, on a non-exclusive basis, establish a
national online classified sales force that will be responsible for selling
online classified advertising and will work with Law.com toward establishing and
meeting revenue goals. [CONFIDENTIAL PORTION]
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Agreement CONFIDENTIAL
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ALM will cooperate with Law.com to determine pricing for online
classified advertising.
6.4 INTERCOMPANY ADVERTISING / PROMOTION. [CONFIDENTIAL PORTION]
7. ALM NATIONAL PUBLICATION SITES
7.1 SITE DEVELOPMENT. Law.com shall cooperate with ALM to promptly
develop marketing sites corresponding to existing ALM national publications.
These sites will contain, among other things, limited editorial content, a table
of contents with respect to the relevant publication, and will be updated
periodically.
7.2 SITE DESIGN. The sites shall be designed to market and promote the
brand of the corresponding publication and to reroute traffic primarily to
Law.com national sites.
8. CUSTOMER SERVICE
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8.1 CUSTOMER SUPPORT. Law.com shall establish a customer service center
to field all calls relating to both State Sites and national Law.com sites
(including, without limitation, advertising, circulation, fulfillment and
subscription billing information), with ALM providing regional contact to assist
Law.com customer service personnel.
8.2 COSTS. [CONFIDENTIAL PORTION]
9. TERM AND TERMINATION
9.1 TERM. The term of this Agreement commences on December 1, 1999 and
shall end, unless sooner terminated on November 30, 2004. This Agreement will
automatically be renewed for an additional five-year period, unless one party
gives the other party written notice of termination before June 1, 2004.
9.2 TERMINATION FOR MATERIAL BREACH. Either party may terminate this
Agreement upon sixty (60) days written notice if the other party, its officers,
directors, partners, employees, agents or contractors, materially breaches any
of the terms of this Agreement PROVIDED, HOWEVER, that this Agreement will not
terminate if the non-terminating party has cured the breach within the sixty
(60)-day period.
9.3 TERMINATION BY ALM. In addition to various other express rights of
ALM to terminate this Agreement set forth herein, ALM shall also have the right
to terminate this Agreement immediately by written notice to Law.com if:
[CONFIDENTIAL PORTION], or (iii) upon a violation of ALM's proprietary rights
hereunder, or (iv) upon termination of the business of Law.com.
9.4 EFFECT OF TERMINATION. Upon termination or expiration of this
Agreement, Law.com shall immediately remove all Licensed Content from its sites
and immediately deliver to ALM all fees due to ALM hereunder. Upon termination
or expiration of this Agreement, all rights granted to Law.com hereunder shall
automatically revert to ALM without further notice.
10. WARRANTIES AND LIMITATION OF LIABILITY
10.1 ALM WARRANTY. [CONFIDENTIAL PORTION]
10.2 LIMITATION OF WARRANTY. THE WARRANTY STATED ABOVE IS A LIMITED
WARRANTY AND THE ONLY WARRANTY MADE BY THE PARTIES. BOTH PARTIES WAIVE ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES
OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10.3 LIMITATION OF LIABILITY. [CONFIDENTIAL PORTION]
11. NOTICES
All notices, requests and other communications to any party hereunder
will be in writing (including facsimile transmission) and will be given to such
party at its address and facsimile number set forth in SCHEDULE 11 (which may be
changed by such party upon notice in accordance with this Section 11). All such
notices, requests and other communications will be deemed received on the date
of receipt by the recipient thereof if received prior to 5:00 p.m. in the place
of receipt and such day is a Business Day in the place of receipt. Otherwise,
any such notice, request of communication will be deemed not to have been
received until the next succeeding Business Day in the place of receipt.
12. MISCELLANEOUS
12.1 AMENDMENTS. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed, in
the case of an amendment, by each .party to this Agreement, or in the case of a
waiver, by the party against whom the waiver is to be effective.
12.2 WAIVERS. No failure or delay by any party in exercising any right,
power or privilege hereunder will operate as a waiver thereof nor will any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided will be cumulative and not exclusive of any rights or
remedies provided by Law.
12.3 EXPENSES. Whether or not the transactions contemplated by this
Agreement are consummated, except as otherwise expressly provided for herein,
the parties will pay or cause to be paid all of their own fees and expenses
incident to this Agreement and in preparing to consummate and consummating the
transactions contemplated hereby, including the fees and expenses of any broker,
finder, financial advisor or similar person engaged by such party.
12.4 INDEPENDENT CONTRACTOR. The parties agree and acknowledge that the
relationship of the parties is in the nature of an independent contractor. This
Agreement shall not be deemed to create a partnership or joint venture and
neither party is the other's agent, partner, employee, or representative.
Neither party hereto shall have the right to obligate or bind the other party in
any manner whatsoever, and nothing herein contained shall give or is intended to
give any rights of any kind to any third persons.
12.5 FORCE MAJEURE. Neither party shall be deemed in default of this
Agreement to the extent that performance of its obligations or attempts to cure
any breach are delayed, restricted or prevented by reason of any acts of God,
fire, natural disaster, act of government, strikes of labor disputes, inability
to provide raw materials, power or supplies, or any other act or condition
beyond the reasonable control of the parties provided that such party gives the
other party written notice thereof and uses its best efforts to cure the delay.
In the event that any act of force majeure prevents
either party from carrying out its obligations under this Agreement for a period
of more than six months, the other party may terminate this Agreement without
liability upon 30 days written notice.
12.6 SUCCESSORS AND ASSIGNS. The provisions of this Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED that no party may assign, delegate or otherwise
Transfer (including by merger or operation of Law) any of its rights or
obligations under this Agreement without the consent of each other party hereto.
Notwithstanding the foregoing, ALM may assign its rights and delegate its
obligations under this Agreement to an Affiliate of ALM without the consent of
Law.com. Any assignment in violation of this Section 12.6 will be void and of no
force and effect.
12.7 NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole
benefit of the parties hereto and their permitted successors and assigns and
nothing herein expressed or implied will give or be construed to give to any
Person, other than the parties hereto and such permitted successors and assigns
any legal or equitable rights hereunder.
12.8 GOVERNING LAW. This Agreement will be governed by, and construed
in accordance with, the laws of the State of New York, without regard to the
conflicts of laws rules of such state.
12.9 JURISDICTION. Any suit, action or proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in any
court of competent jurisdiction in the Borough of Manhattan or the United States
District Court for the Southern District of New York. Each of the parties hereby
(i) consents to the non-exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding,
(ii) irrevocably waives, to the fullest extent permitted by Law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum, (iii) will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, and (iv)
will not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any other court. Process in any such suit,
action or proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court.
12.10 PUBLIC ANNOUNCEMENTS. ALM and Law.com will consult with each
other before issuing, or permitting any agent or Affiliate to issue, any press
releases or otherwise making or permitting any agent or Affiliate to make any
public statements with respect to this Agreement and the transactions
contemplated hereby.
12.11 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING,
CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING
OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
12.12 COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which will be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
12.13 HEADINGS. The headings in this Agreement are for convenience of
reference only and will not control or affect the meaning or construction of any
provisions hereof.
12.14 ENTIRE AGREEMENT. This Agreement (including the Schedules and
Exhibits hereto) constitutes the entire agreement among the parties with respect
to the subject matter of this Agreement. This Agreement (including the Schedules
and Exhibits hereto) supersedes all prior agreements and understandings, both
oral and written, between the parties with respect to the subject matter hereof
of this Agreement.
12.15 SEVERABILITY. The provisions of this Agreement are severable. If
any provision of this Agreement or the application of any such provision to any
Person or circumstance is held invalid, illegal or otherwise unenforceable, in
any respect by a competent court of jurisdiction, the remainder of the
provisions of this Agreement (or the application of such provision in other
jurisdictions or to other Persons or circumstances other than those to which it
was held invalid, illegal or unenforceable) will in no way be affected, impaired
or invalidated, and to the extent permitted by applicable Law, any such
provision will be restricted in applicability or reformed to the minimum extent
required for such provision to be enforceable. This provision will be
interpreted and enforced to give effect to the original written intent of the
parties prior to the determination of such invalidity or unenforceability.
12.16 INJUNCTIVE RELIEF. The parties acknowledge and agree that any
violation of this Agreement will result in irreparable injury to the
non-breaching party, the exact amount of which will be difficult to ascertain
and the remedies at Law for which will not be reasonable or adequate
compensation to the non-breaching party for such a violation. Accordingly, ALM
and Law.com agree that if either party violates any of the provisions of this
Agreement, in addition to any other remedy available at law or in equity, the
non-breaching party will be entitled to seek specific performance or injunctive
relief without posting a bond, or other security, and without the necessity of
proving actual damages.
12.17 NO WAIVER. No action or inaction taken or omitted pursuant to
this Agreement will be deemed to constitute a waiver of compliance with any
representations, warranties or covenants contained in this Agreement and will
not operate or be construed as a waiver of any subsequent breach, whether of a
similar or dissimilar nature.
12.18 CERTAIN INTERPRETIVE MATTERS. (a) Unless the context otherwise
requires, (i) all references to Sections, Articles, Schedules or Exhibits are to
Sections, Articles, Schedules or Exhibits of or to this Agreement; (ii) each of
the Schedules will apply only to the corresponding subsection (or, if there is
no subsection, section) of this Agreement; (iii) each term defined in this
Agreement has the meaning assigned to it; (iv) each accounting term not
otherwise defined in this Agreement has the meaning assigned to it in accordance
with GAAP; (v) words in the singular include the plural and VICE VERSA; and (vi)
the term 'INCLUDING' means 'including without limitation.' All references to
Laws in this Agreement will include any applicable amendments
thereunder. All references to '$' or dollar amounts will be to lawful currency
of the United States. To the extent the term 'DAY' or 'DAYS' is used, it will
mean calendar days (unless referred to as a Business Day). All terms defined in
this Agreement have the defined meanings when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein. The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. References to a Person are also to its
permitted successors and assigns.
(b) No provision of this Agreement will be interpreted in favor or, or
against, any of the parties hereto by reason of the extent to which any such
party or its counsel participated in the drafting thereof or by reason of the
extent to which any such provision is inconsistent with any prior draft hereof
or thereof.
The parties hereto have caused this Agreement to be duly executed by
their respective authorized officers or in their individual capacity, if
applicable as of the day and year first above written.
AMERICAN LAWYER MEDIA, INC.
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By:
Its:
LAW.COM, INC.
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By:
Its: