CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
SECOND AMENDMENT TO LICENSE AGREEMENT
This SECOND AMENDMENT TO LICENSE AGREEMENT is entered into as of the
5th day of March, 2001 (the "AMENDMENT") by and among AMERICAN LAWYER
MEDIA, INC., a Delaware corporation, ("ALM") and LAW.COM, INC., a
Delaware corporation ("LAW.COM").
RECITALS
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 "Original License Agreement");
WHEREAS, the License Agreement has been amended by the First Amendment
to License Agreement (the "First Amendment" and together with the
Original License Agreement, the "License Agreement"); and
WHEREAS, ALM and Law.com desire to again amend the License Agreement to
better reflect the relationship between the parties.
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 follows:
1. Definitions. Each initially capitalized term used herein without
definition shall have the meaning ascribed to such term in the License
Agreement.
2. Amendments. It is hereby agreed that the License Agreement shall be
amended, effective as of the date hereof, as follows:
(a) Section 1 of the License Agreement shall be amended to add the following
definitions:
"ANCILLARY CONTENT" means materials listed on Exhibit Y in
substantially the scope that such materials existed on the Effective
Date (or in such scope as may be agreed to by the parties in writing),
to the extent such materials do not appear in an ALM Publication.
"NEW CONTENT" means (ii) any content (other than Reserved Content)
contained in new legal print publications and (ii) the text of any
legal content (other than Reserved Content) distributed by means other
than print publication, in either case, created or offered by ALM after
the Effective Date other than that content which appears in an ALM
Publication.
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"NEWS AND FEATURE MATERIALS" means all ALM Content that is not Opinion
and Summary Material or Reserved Content.
"OPINION AND SUMMARY MATERIALS" means ALM Content comprised of legal
decisions released by U.S. state and federal courts and content
designed to summarize those decisions.
"RESERVED CONTENT" means any book content, seminar content, tradeshow
content, verdict and settlement content, listed advertising (other than
classified advertising as defined in Section 6.3 hereof) (e.g., paid
directories and paid listings), unpaid and qualitative directories,
legal forms (other than those licensed to Law.com in connection with
Termination and Release Agreement dated as of July 7, 2000 by and among
ALM, Law.com and LegalDocs Online, Inc.), legal advertising, display
advertising, proprietary research and any non-legal content, except to
the extent published in an ALM Publication or in a publication which is
deemed to be New Content.
"SURVEYS" means any ALM content listed on Exhibit X.
(b) Section 2.1 of the License Agreement shall be amended to read in
its entirety as follows:
2.1 ALM Content License.
(a) License to Law.com. ALM grants to Law.com a non-exclusive
license (subject to the restrictions contained in Section 2.1(b)) to
Electronically Publish all Opinion and Summary Materials and all
Ancillary Content throughout the world, which license shall be
irrevocable during the Term. In addition, ALM grants to Law.com an
exclusive license (subject to the restrictions contained in Section
2.1(c)) to Electronically Publish all News and Feature Materials
throughout the world, which license shall be irrevocable during the
Term.
(b) Restrictions on ALM's License of Opinion and Summary Materials
and Ancillary Content to Third Parties. ALM may, in the exercise of
its sole discretion, (i) (X) use any Opinion and Summary Materials
contained in the ALM Content and any Ancillary Content itself for
any purpose (other than Electronic Publication of such Opinion and
Summary Materials or Ancillary Content), and (Y) Electronically
Publish such Opinion and Summary Materials and Ancillary Content for
use solely in connection with its planned verdict and settlement
business, and (ii) license any Opinion and Summary Materials
contained in the ALM Content and any Ancillary Content to any third
party for any purpose (including Electronic Publication of such ALM
Content or Ancillary Content).
(c) Restrictions on ALM's License of News and Feature Materials to
Third Parties. ALM may, in the exercise of its sole discretion,
license any News and Feature Materials contained in the ALM Content
(other than classified advertising and MA 3000 Content) to any third
party for any purpose (including Electronic Publication of such ALM
Content) (a "News and Feature License"), provided, however, that if
any such News and Feature License is for Electronic Publication:
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(i) [CONFIDENTIAL PORTION]
Subject to Section 7.1, ALM shall not Electronically Publish any
News and Feature Materials for its own use.
(d) License of Reserved Content. ALM may, in the exercise of its
sole discretion, use any Reserved Content contained in the ALM
Content itself for any purpose, and license any Reserved Content
contained in the ALM Content to any third party or an affiliate for
any purpose (including, in each case, Electronic Publication of such
ALM Content), and such content shall not be subject to the
restrictions contained in Sections 2.1(b) and 2.1(c).
(c) Section 2.5 of the License Agreement shall be amended to read in its
entirety as follows:
2.5 Sublicenses. [CONFIDENTIAL PORTION]
(d) Section 2.6 (b) of the License Agreement shall be amended to read in its
entirety as follows:
(b) [CONFIDENTIAL PORTION]
(e) Section 3.1 of the license agreement shall be amended to read in its
entirety as follows:
3.1 ALM Content Fees. [CONFIDENTIAL PORTION]
(f) Section 3.7 of the License Agreement shall be deleted in its entirety.
(g) Section 5.5 of the License Agreement shall be amended to read in its
entirety as follows:
5.5 Reserved.
(h) Section 6.1 of the License Agreement shall be amended to read in its
entirety as follows:
6.1 Reserved.
(i) Section 6.2 of the License Agreement shall be amended to read in its
entirety as follows:
6.2 Reserved.
(j) Section 6.3 of the License Agreement shall be amended to delete in its
entirety from the fifth sentence of the paragraph (which begins "ALM will, on a
non-exclusive basis,...) through the end of the paragraph.
(k) Section 6.5 of the License Agreement shall be amended to read in its
entirety as follows:
6.5 Intercompany Advertising/Promotion. [CONFIDENTIAL PORTION]
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(l) The last sentence of Section 7.1 shall be amended to read as follows:
In addition, ALM may maintain a marketing and promotional site
corresponding to each ALM Publication. Any site maintained by ALM
promoting an ALM Publication will be permitted to publish on the site
the headline and 75 words of the text of any article from any ALM
Publication (the "Limited Marketing Content"). The Limited Marketing
Content will contain at least one link to the full text of the article
on a Law.com site (if such article appears on Law.com), or if such
article does not appear on a Law.com site, a link to Law.com's
homepage. Law.com, however, has the sole discretion to determine when
the full text of any article from an ALM Publication will be published
on its sites. In addition to the preceding, ALM shall have the right to
post any and all legal advertising that appears in any ALM Publication
on such marketing and promotional sites, provided, in each case, there
is a link to Law.com's homepage. Law.com shall also have the right to
post any and all legal advertising that appears in any ALM Publication
on a Law.com site.
(m) A new section 12.18 shall be added to the License Agreement to read in its
entirety as follows:
12.18 Any payments to be made to ALM under this Agreement which exceed
$5000 in the aggregate, shall be made by wire transfer of immediately
available funds to an account specified by ALM, or by check sent via
overnight delivery.
(n) Exhibit A of the License Agreement shall be amended to read in its entirety
as Exhibit A attached hereto.
(o) An Exhibit X to the License Agreement shall be added to read in its entirety
as Exhibit X attached hereto.
3. Termination of Obligations. Any payment obligations of Law.com to ALM with
respect to Law.com requested content in connection with the 42 State project,
will be due through October 23, 2000, and will be deemed to have been eliminated
thereafter. Any commission payments due to ALM from Law.com with respect to the
deleted provisions of Section 6.1, 6.2 and 6.3, will be payable through October
15, 2000, and will be deemed to have been eliminated thereafter [CONFIDENTIAL
PORTION]
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.
6. 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. Each of ALM and Law.com hereby
releases and forever discharges the other party its subsidiaries, parents,
affiliates, officers, shareholders, directors, agents, attorneys,
representatives, and employees from any and all claims, demands, damages,
contracts (express or implied), actions or causes of action of whatever kind or
nature whatsoever, whether
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known or unknown, which such party has, could have or in the future may have,
arising out of or relating to any matter with respect to the License, up to the
date of the execution of this Amendment. In accordance with California Code of
Civil Procedure Section 1542, the parties hereby specifically waive any rights
it may have to any claims, known or unknown, as of the date of this release.
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.
By: _____________________
Stephen Jacobs
Vice President
LAW.COM, INC.
By: _____________________
Todd Aaron
Vice President
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EXHIBIT A
MAGAZINES AND NEWSPAPERS
AmLaw Tech
Connecticut Law Tribune
Corporate Counsel
Daily Business Review, Broward
Daily Business Review, Miami
Daily Business Review, Palm Beach
Delaware Law Monthly
Delaware Law Weekly
Fulton County Daily Report
GA Opinions Weekly
IP Worldwide
Law Technology News
Legal Times
New Jersey Law Journal
New York Law Journal
Pennsylvania Law Weekly
Texas Lawyer
The American Lawyer
The Legal Intelligencer
The National Law Journal
The Recorder
LEADER NEWSLETTERS:
Accounting for Law Firms
Bankruptcy Strategist
Broadcast Law Report
Business Crimes Bulletin
Commercial Leasing Law & Strategy
Corporate Counselor
ECommerce Law & Strategy (fka Computer Law)
Employment Law Strategist
Entertainment Law & Finance
Environmental Compliance & Litigation Strategy
Equipment Leasing
E Securities
LJN's Franchising Business & Law Alert
Health Care Fraud & Abuse
The Intellectual Property Strategist
The Internet Newsletter
Law Firm Partnership & Benefits Report
LJN's Legal Tech
Managed Care Law Strategist
Marketing For Lawyers
Matrimonial Strategist
Medical Malpractice Law & Strategy
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New York Real Estate Law Reporter
LJN's Product Liability Law & Strategy
Patent Strategy and Management
Pharmaceutical and Medical Device Law Bulletin (f/k/a Fen Phen and Breast
Implants)
Practice Development for Solos and Small Firms
Shopping Center Law Report
Start-Up and Emerging Companies
NEW YORK LAW JOURNAL PRESS
Alley Way
New York Family Law Monthly
New York Employment Law and Practice Monthly
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EXHIBIT X
AMERICAN LAWYER MAGAZINE
AmLaw 100
AmLaw 200
Global 50
Summer Associate Survey
Mid-Level Associate Survey
Supreme Court Scorecard
Dealmakers of the Year/Biggest Deals of the Year
Pro Bono Survey
CORPORATE COUNSEL MAGAZINE
General Counsel Salary Survey
Quality of Life Survey
NATIONAL LAW JOURNAL
NLJ 250
What Lawyers Earn
100 Most Influential Lawyers
50 Most Influential Women Lawyers
Top Verdicts and Settlements
Top Defense Verdicts
Verdicts Revisited
Who Represents Corporate America
Who Represents Financial America
American Corporations and their Lawyers
REGIONALS
Regional versions of the above listed surveys
SUCCESSORS
Successor surveys to those listed above
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EXHIBIT Y
Delaware State Supreme, Chancery, superior and IAB cases
Delaware judicial profiles
Delaware attorney profiles
Delaware Trial Calendars
Third Circuit, Pennsylvania State Supreme, Commonwealth and Superior Court cases
Pennsylvania county court cases
Pennsylvania district and county reports
Fifth Circuit, Texas State Appellate and Supreme Court decisions and summaries
Texas Case Alert
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Second Amendment to License Agreement - American Lawyer Media Inc. and Law.com Inc.
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