{"id":41633,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/content-license-and-distribution-agreement-at-home-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"content-license-and-distribution-agreement-at-home-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/content-license-and-distribution-agreement-at-home-corp-and.html","title":{"rendered":"Content License And Distribution Agreement &#8211; At Home Corp. and DrKoop.com Inc."},"content":{"rendered":"<pre>\n                         @HOME NETWORK\/DRKOOP.COM INC.\n                  CONTENT LICENSE AND DISTRIBUTION AGREEMENT\n\nAt Home Corporation, a Delaware corporation with principal offices at 425\nBroadway, Redwood City, CA 94063 (\"@Home\") and Empower Health Corporation, d.b.a\nDrKoop.com, Inc., a Texas corporation with principal offices at 8920 Business\nPark Drive, Austin, TX, 78759 (\"DrKoop.com\") hereby enter into this\n@Home\/DrKoop.com Content License and Distribution Agreement (this \"Agreement\")\nas of March 10 (the \"Effective Date\") to establish DrKoop.com Content on the\n@Home Service in accordance with the terms and subject to the conditions of this\nAgreement.\n\nIn consideration of the representations, warranties and covenants contained\nherein, and other good and valuable consideration, the sufficiency of which is\nhereby acknowledged, the parties agree to be bound by the terms and conditions\nof this Agreement.\n\n\nAt Home Corporation                       Empower Health Corporation\n          \nBy     \/s\/ David Bagshaw                  By      \/s\/ Dennis Upah       \n       ----------------------------               -------------------------\nName:  David Bagshaw                      Name:   Dennis Upah           \n       ----------------------------               -------------------------\nTitle: S.V.P. @Home Network               Title:  Chief Operating Officer,\n       ----------------------------               \n                                                  drkoop.com, Inc.         \n                                                  -------------------------\n\n\n\n\n\n\n\n----------------------\n\nConfidential treatment has been requested for portions of this exhibit. The copy\nfiled herewith omits the information subject to the confidentiality request.\nOmissions are designated * * *. A complete version of this exhibit has been\nfiled separately with the Securities and Exchange Commission.\n\n \n                           @HOME NETWORK\/DRKOOP.COM\n                  CONTENT LICENSE AND DISTRIBUTION AGREEMENT\n\nThe parties agree as follows:\n\n     1. Definitions. Capitalized terms shall have the meanings set forth in this\n        -----------\nSection 1 or as elsewhere defined in the body of the Agreement.\n\n         (a)  \"@Home Service\" means the @Home Network broadband service offering\nof Internet access for personal computers created by @Home and @Home's\nDistribution Affiliates in connection with @Home's provision of Internet access\nvia the cable infrastructure and delivered to paying @Home residential PC\nservice subscribers at speeds in excess of 128kbs as of the Effective Date.\n\n         (b)  \"Above the Fold\" means situated within that portion of a page that\nis designed to be visible on a standard computer screen with a resolution of 800\npixels by 600 pixels without requiring the user to scroll horizontally or\nvertically through the page.\n\n         (c)  \"Benchmark Subscriber Levels\" means, the estimate of the total\nnumber of paying @Home subscribers to the @Home Service by particular dates as\nset forth in Attachment A hereto.\n\n         (d)  \"Contract Year\" means a period beginning on the Effective Date or\nany anniversary thereof, and ending one year later.\n\n         (e)  \"Cover Feature\" means the portion of the Channel or Sub-Channel\nHome Page that is produced daily by the @Home editorial staff.\n\n         (f)  \"Distribution Affiliates\" means at any given time, @Home's then-\ncurrent domestic distribution affiliates who offer the @Home Service.\n\n         (g)  \"Impression\" means a single viewing of a page. An Impression is\nrecorded whether or not the viewer acts on an advertisement located on that\npage.\n\n         (h)  \"DrKoop.com Content\" means a collection of web pages, or portion\nthereof, on the @Home Service programmed by, and provided to @Home by,\nDrKoop.com.\n\n         (i)  \"DrKoop.com\" means the World Wide Web site with URL: Error!\nBookmark not defined.\n\n         (j)  \"LifeStyle Channel\" means a collection of web pages on the @Home\nService that are grouped together by a persistent, dedicated navigation HTML\nbutton currently labeled \"LifeStyle\", which is directly accessible from the main\nnavigation menu of the @Home Service.\n\n         (k)  \"LifeStyle Home Page\" means the first page accessed when entering\nthe LifeStyle Channel.\n\n         (l)  \"Net Advertising Revenue\" means the gross advertising and\nsponsorship revenue collected by @Home which is directly attributable solely to\nDrKoop.com Content, less third party\n\n.Page 2\n\n \nagency commissions and seller sales costs to be computed as 15% of the gross\nadvertising and sponsorship revenue generated from DrKoop.com Content.\n\n         (m) \"Net Transaction Revenue\" means the gross transaction revenue\nreceived by DrKoop.com from @Home Subscribers less direct cost of goods sold\n(COGS).\n\n         (n) \"Health Home Page\" means the first page accessed when entering the\nHealth Sub-Channel.\n\n         (o) \"Quarterly Period\" means with respect to any Contract Year, a three\nmonth period starting at either: (i) the beginning of such Contract Year; (ii)\nthree months after the beginning of such Contract Year; (iii) six months after\nthe beginning of such Contract Year; or (iv) nine months after the beginning of\nsuch Contract Year.\n\n         (p) \"Semiannual Period\" means, with respect to any Contract Year, a six\nmonth period starting at either: (i) the beginning of such Contract Year; or\n(ii) six months after the beginning of such Contract Year.\n\n2.       @Home Channel Contribution.\n         --------------------------\n\n         (a) Persistent Channel  Navigation.  During the term of this Agreement,\n             ------------------------------\n@Home will provide one button in the LifeStyle Channel navigation bar dedicated\nto accessing \"Health\" (the \"Health Button\"). The Health Button will: (i) receive\npersistent placement, (ii) be accessible from any page within the LifeStyle\nChannel area, and (iii) link to DrKoop.com Content. The button will appear Above\nthe Fold in a position that encourages use of the @Home Lifestyle Channel. In\naddition, @Home may, in its sole discretion, add additional navigational\nelements or links across the @Home Service which link to all or part of\nDrKoop.com Content.\n\n         (b) Anchor Tenancy. @Home agrees that during the term of the Agreement,\n             --------------\nDrKoop.com will be the Anchor Tenant content provider on @Home for the Health\nSub-channel. For purposes of this agreement, \"Anchor Tenant\" means:\n\n             (i)   DrKoop.com Channel Branding. @Home will place the DrKoop.com\n                   ---------------------------\nbrand (as designated by the parties) on the Health Home Page and all subsequent\nDrKoop.com co-created pages. The logo and branding shall be mutually agreed upon\nand shall comply with @Home and DrKoop.com trademark usage guidelines and will\ndemonstrate that all Dr.Koop.com content is powered by Dr.Koop.com, and will\ninclude, at a minimum, a hyperlinked tagline \"Provided by drkoop.com\" that links\nto www.drkoop.com.\n\n             (ii)  DrKoop.com Content Appearance on the Health Home Page.\n                   -----------------------------------------------------\nDrKoop.com Content from the within the Health sub-channel will receive\npersistent and prominent placement on the Health Home Page. Both parties will\nwork together to determine the optimal mix of DrKoop.com Content to integrate\ninto the Health Home Page to provide the optimal user experience and to\nencourage broad use of the Health sub-channel.\n\n             (iii) @Home will promote DrKoop.com Content on the Health Home Page\nat a level greater than that given to other third party content providers that\nare primarily engaged in the distribution of Health content in the Health Sub-\nChannel.\n\n.Page 3\n\n \n             (iv)   From time to time, @Home may create features based on Health\nrelated stories. Where appropriate in @Home's discretion, @Home will\ncontextually link such features to the DrKoop.com Content offering.\n\n             (v)    Where DrKoop.com Content beneficially supplements an @Home\nCover Feature, @Home will make reasonable efforts to link to such DrKoop.com\nContent from the Cover Feature.\n\n         (c) Editorial Autonomy.  Notwithstanding the provisions of Section 2(b)\n             ------------------                                     ------------\nabove, DrKoop.com's status as an Anchor Tenant shall in no way affect @Home's\neditorial discretion. Such discretion includes (by way of example only and\nwithout limitation):\n\n             (i)    Linkage to information sources within or outside of the\nLifeStyle Channel or @Home Service on a basis which provides preferential\ntreatment to such other sources in cases where DrKoop.com Content provides only\ntangentially related or less extensive coverage for a Cover Feature topic than\ndo such other sources.\n\n             (ii)   Placement of @Home editorial features within the LifeStyle\nChannel or other Channels or Sub-Channels across the @Home Service.\n\n             (iii)  Local programming by the Distribution Affiliates.\n\n         (d) Product Development and Product Creation. All facets of the Health\n             ----------------------------------------\nSub-Channel will be created, designed, and administered by the @Home Network\neditorial and production staffs. DrKoop.com will play an integral role in the\nproduct development and day-to-day editorial decisions but final discretion will\nbe in @Home.\n\n         (e) New Distribution Channels or Service Applications. If @Home creates\n             -------------------------------------------------\nadditional software or standalone desktop applications which supplement the\n@Home Service and which contain content with a lifestyle or health focus, then\n@Home agrees to make good faith efforts to assist DrKoop.com in gaining\npremier\/preferred positioning with such application.\n\n         (f) Right of First Refusal on Additional Content. @Home agrees to offer\n             --------------------------------------------\nDrKoop.com first right of refusal to fulfill any health related content to be\nimplemented on the @Home Network for the term of this agreement. DrKoop.com will\nhave * * * days to respond to this request, stating intentions to provide or not\nprovide the requested content, services or otherwise. If DrKoop.com agrees to\nprovide this health content, @Home and DrKoop.com will negotiate in good faith\nand mutually agree on an acceptable time frame for delivery of the content,\nservices or otherwise. If the parties cannot so agree or DrKoop.com does not\nrespond within such * * * day period, @Home will be free to negotiate with third\nparties to fulfill any such health related content needs of @Home.\n\n____________________\n\n*** Certain information on this page has been omitted and filed separately with \nthe Securities and Exchange Commission. Confidential treatment has been \nrequested with the respect to the omitted portions.\n\n.Page 4\n\n \n3.    @Home Marketing Contribution\n\n      (a)  Ad Inventory. At part of its consideration hereunder, @Home will\n           ------------\nprovide DrKoop.com with * * * Above the Fold advertising Impressions in each\ncontract year at no additional cost to promote the DrKoop.com Content on @Home.\nThe advertisements will be cross-promoted across the @Home Channels (run of\nsite) such as \"Finance\", \"LifeStyle\", \"Entertainment\", and \"Technology\". @Home\nwill also provide creative services to assist the production of up to three\nB*Box advertisements over the term of the agreement. In addition, @Home will\noffer DrKoop.com additional b*box impressions at pricing based upon the most\nfavorable rate card currently provided to @Home's advertising customers.\n\n      (b)  Outbound Marketing.  Home will use reasonable efforts to encourage\n           ------------------\nits Distribution Affiliates to include DrKoop.com in any content-related\nexternal marketing pieces. These marketing pieces may be expected, at a minimum,\nto include the DrKoop.com logo but may also include the DrKoop.com descriptions,\nscreen shots, video of the @Home Service which includes DrKoop.com Content, etc.\nPossible marketing avenues may include, but are not limited to, cable TV spots,\nnewspaper ads, bill stuffers, postcards, door hangers, direct mail, and take-one\nbrochures. Subject to DrKoop.com's pre-approval, DrKoop.com will provide @Home\nwith guidelines for how to describe\/display DrKoop.com in @Home outbound\nmarketing efforts.\n\n      (c)  Other Online Marketing. @Home and DrKoop.com will work together to\n           ----------------------\ninclude DrKoop.com in other appropriate online mechanisms for showcasing\nDrKoop.com Content and other offerings as these mechanisms are developed.\n\n      (d)  Usage Data. To the extent both parties are legally and contractually\n           ----------\npermitted, they will provide each other with aggregated usage data concerning\naccess (site visitation, videos downloaded, etc.) by visitors to the Health Sub-\nChannel and Drkoop.com. This data will be used for internal use only. Usage data\nreports will be provided quarterly and as reasonably requested by both parties.\nThe reports will be delivered in the format most commonly collected by each\nparty. All usage data will be considered Confidential Information of the\ncollecting party (as such term is defined in Section 17 below). Both parties\n                                             ----------\nagree that, unless each is previously legally or contractually otherwise\nrequired, they will not provide usage data specific to the LifeStyle Channel or\nDrKoop.com that has not been aggregated with other data to any third-party,\nother than Distribution Affiliates, without the other party's prior consent.\n\n      (e)  Links to DrKoop.com. @Home will provide hyperlinks to the\n           -------------------               \nDrKoop.com web site. These links will be contextually embedded in the content\nserved on the @Home Network, which will link the user to the relevant commerce,\ninteractive community or interactive tool located on the DrKoop.com web site.\nThe contextually relevant content may include, but is not limited to, the news\nshelf, related sites, top stories, cover stories, and other pages or sub-\nchannels within the navigation menu.\n\n_______________\n\n*** Certain information on this page has been omitted and filed separately with \nthe Securities and Exchange Commission. Confidential treatment has been\nrequested with the respect to the omitted portions.\n\n.Page 5\n\n \n4.    @Home Network and Distribution Contribution.\n      -------------------------------------------\n\n      (a)  @Home Distribution. @Home will distribute DrKoop.com Content through\n           ------------------\nall means by which it distributes its national content to subscribers using\npersonal computers as of the Effective Date.\n\n      (b)  Channel Serving and Distribution. @Home will provide backbone\n           --------------------------------\ntransport, caching, and network management associated with the distribution of\nDrKoop.com Content and any related content to @Home subscribers over the @Home\nNetwork. Without limiting any rights @Home may have under applicable laws,\nDrKoop.com agrees that @Home may promote (as contemplated by this Agreement),\ntransport (i.e. transmit and serve), cache on proxy servers, replicate on\nreplication servers and reproduce on related storage devices operated by @Home\nand its Distribution Affiliates, the content provided by DrKoop.com to @Home for\nthe Health Sub-Channel.\n\n5.    DrKoop.com Contribution.\n      -----------------------\n\n      (a)  DrKoop.com Content. DrKoop.com Content shall consist of Health\n           ------------------\ncontent that is rich in graphics, text, and video and will include, at a\nminimum, Health data supplied by DrKoop.com to be redistributed on @Home as\nfollows:\n\n          1.  Diseases and Conditions centers                              \n          2.  Health Topics                                                \n          3.  Health and Wellness centers                                  \n          4.  Dr. Koop's Health Site Reviews (over 650 health sites)       \n          5.  Accredited Medical Institutional content (Dartmouth\/Koop\n              Institute\/ UPENN)\n          6.  Medical Encyclopedia content (Expected 5\/99)                 \n          7.  Dr. Nancy Snyderman's daily health column and \"Ask Dr. Nancy\"\n              archives             \n          8.  Dr. Koop's Online Drugstore and Pharmacy                     \n          9.  Dr. Koop's editorial health news                             \n          10. Interactive Community support groups                         \n          11. Access to Dr. Koop's Community Partner Program content       \n          12. \"In the Spotlight\" events and transcripts                    \n\n      (b)  Active Web Presence. During the term of this Agreement, DrKoop.com\n           -------------------\nwill maintain at all times an Active Web Presence. For the purpose of this\nAgreement, \"Active Web Presence\" means the maintenance of the DrKoop.com World\nWide Web site at a level at least equal to the level of performance and\nfunctionality as offered on the Effective Date (including breadth and depth of\nofferings, services and suppliers).\n\n      (c)  Quality of Services. If the quality of the primary features and\n           -------------------\nfunctions of DrKoop.com Content (including, frequency of updates, breadth and\ndepth of coverage, usability, etc.) are not substantially equal to or better\nthan the analogous functions and features provided by DrKoop.com or by\nDrKoop.com for their distribution partners, then @Home may so notify DrKoop.com\nin writing of such deficiencies, including a description of how DrKoop.com\nContent is deficient. Within thirty (30) days of receiving such notice\nDrKoop.com will provide @Home with a reasonable plan for rectifying such\ndeficiencies. Such plan must be completed as soon as possible and in no event\nlater than ninety (90) days after the date DrKoop.com received the notice of\n\n.Page 6\n\n \ndeficiency. If DrKoop.com fails to provide such plan or to implement it within\nsuch periods, or if such implementation does not rectify the specified\ndeficiencies, then @Home may terminate this Agreement in its entirety or may\nterminate all or any portion of the rights granted to DrKoop.com pursuant to\nSection 2 above.\n\n         (d) Customer Support. Customer support related to DrKoop.com Content\n             ----------------\nwill be provided by DrKoop.com. DrKoop.com shall provide @Home with customer\nsupport telephone numbers, e-mails and contacts and @Home agrees to forward any\nrequests for customer support to the designated personnel and email mailboxes.\n\n         (e) Link Back. DrKoop.com, Inc agrees to include on a \"hot link\" back\n             ---------\nto @Home from all DrKoop.com stories that @Home links to from the @Home service.\nIn other words, DrKoop.com will include a \"link back\" for those @Home\nsubscribers connecting to a DrKoop.com story on DrKoop.com via an @Home HTML\nlink.\n\n6.       Joint @Home\/DrKoop.com Contribution.\n         ----------------------------------- \n\n         (a) Technical Specifications.  DrKoop.com and @Home will mutually agree\n             ------------------------\nupon the technical specifications for DrKoop.com Content. If @Home makes changes\nin the applicable technical specifications, DrKoop.com will make good faith\nefforts to promptly comply with such changes.\n\n         (b) User Interface and Content. @Home and DrKoop.com will mutually\n             --------------------------\nagree on the user interface design (which shall be consistent with the @Home\nlook-and-feel) and on the types of content which appear in the Health Sub-\nChannel. @Home and DrKoop.com will mutually agree upon the broadband content\nspecifications (e.g., video size, frame rate etc.) for DrKoop.com broadband\nrelated content. If @Home makes changes in the applicable broadband content\nspecifications, DrKoop.com will make good faith efforts to promptly comply with\nsuch changes.\n\n         (c) @Home User Interface Change. @Home reserves the right to make\n             ---------------------------\nchanges to the @Home Service user interface at its discretion; provided that\n@Home will give DrKoop.com reasonable prior notice of any change that is likely\nto have a material impact on DrKoop.com promotional placements or advertising\nImpressions (including, among other things, the size, functionality, prominence\nor relative importance of such placements or advertisements). To the extent\ncommercially practicable, @Home will consult with DrKoop.com regarding\nadjustments (if any) required by DrKoop.com in connection with such changes.\n\n7.       Cash Compensation.\n         -----------------\n\n         (a) Guaranteed Service Payments to @Home. The parties have agreed that\n             ------------------------------------\nthe total value of the services provided by @Home for development, promotion,\nand carriage during the term of the agreement (as outlined hereunder) are * * *\nin Contract Year One and * * * in Contact Year Two.\n\n_______________\n\n*** Certain information on this page has been omitted and filed separately with \nthe Securities and Exchange Commission. Confidential treatment has been\nrequested with the respect to the omitted portions.\n\n.Page 7\n\n \n         (b) Payment Schedule. Service Payments shall be made in cash during the\n             ----------------          \nContract Year (the \"Cash Payments\") and such Cash Payments will become due in\nquarterly installments. Each Cash Payment shall be paid within thirty (30) days\npreceding the relevant Quarterly Period according to the following payment\nschedule:\n\n         -------------- ------------------------ -------------------------   \n            Quarter        Contract Year One        Contract Year Two         \n         -------------- ------------------------ -------------------------   \n              Q1                 * * *                    * * *              \n         -------------- ------------------------ -------------------------   \n              Q2                 * * *                    * * *              \n         -------------- ------------------------ -------------------------   \n              Q3                 * * *                    * * *              \n         -------------- ------------------------ -------------------------   \n              Q4                 * * *                    * * *              \n         -------------- ------------------------ -------------------------   \n\n         (c)  Method of Payment. Cash Payments will be made by check or wire\n              -----------------\ntransfer to the following account: Silicon Valley Bank Santa Clara, Routing\/\nTransit # 121140399, For Credit of: At Home Corporation, Credit Account #\n3300113199, By Order of: DrKoop.com, Inc.\n\n8.       Other Financial Considerations.\n         ------------------------------\n\n         (a) Advertising Revenue. @Home has now and shall retain at all times \n             -------------------\nduring the Agreement the exclusive right to sell advertising inventory on the\nLifeStyle Channel (including the Health Sub-Channel and any other Sub-Channels\nwhich may be established now or in the future which feature DrKoop.com Content).\n* * *\n\n         (b) Video News Content Inventory. DrKoop.com has the exclusive right to\n             ----------------------------\nsell sponsorships of DrKoop.com video content which are embedded directly in any\nvideo that is shipped to @Home by DrKoop.com. DrKoop.com will retain all revenue\ngenerated by such sponsorships embedded in DrKoop.com video content.\n\n         (c) Transaction Revenue. DrKoop.com will remit to @Home * * * of its\n             -------------------\nNet Transaction Revenue generated from @Home subscribers on DrKoop.com.\n\n         (d) Payment Frequency. All Net Advertising Revenue and Net Transaction\n             -----------------\nRevenue amounts owed from one party to the other shall be paid within thirty\n(30) days following the end of each Semiannual Period of the Contract Year.\n\n_______________\n\n*** Certain information on this page has been omitted and filed separately with \nthe Securities and Exchange Commission. Confidential treatment has been\nrequested with the respect to the omitted portions.\n\n.Page 8\n\n \n     (e)  Payment Adjustment. If, at the end of any Contract Year, the\n          ------------------\nactual @Home Subscriber level is greater than 120% or less than 80% of the\nBenchmark Subscriber Levels, then the Cash Payment for the succeeding Contract\nYear shall be increased or decreased, respectively, as follows:\n\n          (i)  Subscriber Excess. If the actual @Home Subscriber Level is\n               -----------------\ngreater than 120% of the Benchmark Subscriber Level, then such succeeding year's\nCash Payment shall be increased by an amount equal to: the difference between\nthe actual Subscriber Level minus the Benchmark Subscriber Level divided by the\nBenchmark Subscriber Level, multiplied by the Cash Payment for the preceding\nContract Year (\"Excess Cash Payment\"). In no event shall the Excess Cash Payment\nexceed two times such preceding year's Cash Payment. Such increased amount will\nbe paid to @Home with the payment for the next Quarterly Period, or if such\npreceding Contract Year is the final Contract Year then within thirty (30) days\nof the end of such Contract Year.\n\n          (ii) Subscriber  Shortfall.  If the actual Subscriber Level is less\n               ---------------------\nthan 80% of the Benchmark Subscriber Level, then such succeeding year's Cash\nPayment shall be decreased by an amount equal to: the difference between the\nBenchmark Subscriber Level and the actual Subscriber Level divided by the\nBenchmark Subscriber Level, multiplied by the Cash Payment for the preceding\nContract Year. Such decreased amounts will be deducted by DrKoop.com from the\nsucceeding Contract Year's Cash Payment and if such amount is owed for the final\nContract Year, @Home will, at its option, refund such amount or extend the term\nof this Agreement. The extension of the term (in days) shall be equal to {1\nminus the (quotient of the Actual Subscriber Level and the Benchmark Subscriber\nLevel) multiplied by the number of days in a calendar year}.\n\n9.   Commencement. Both parties agree to use reasonable commercial efforts to\n     ------------\nlaunch the DrKoop.com Content on @Home on or before (30) days from the Effective\nDate.\n\n10.  Term and Termination.\n     --------------------\n\n     (a)  Initial Term.  The initial term of this Agreement will begin on the\n          ------------\nEffective Date and will end *** unless otherwise terminated by the parties as\nset forth in this Section 10.\n                  ---------- \n     \n     (b)  Automatic Termination.  This Agreement will terminate automatically\n          ---------------------\nif @Home no longer offers the Health Sub-Channel,  or a practical equivalent, to\n@Home subscribers.\n\n     (c)  Contract * * * Option. Either party has the right to terminate the\n          ---------------------\nagreement * * * if * * *. The terminating party will provide 60 days written\nnotice to the other party. In the event of a termination by either party\npursuant to this Section 10(c), all Net Advertising, Net Transaction, and Net\nPayments (per Section 7) revenues or fees owed from one party to the other will\nbe paid within thirty (30) days following the close of business on which such\ntermination occurs.\n\n-------------------\n\n***       Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n. Page 9\n\n \n     (d)  * * *\n\n     (e)  Termination Due to Breach. Either party may terminate this Agreement,\n          -------------------------\neffective upon thirty (30) days' written notice, if the other party fails to\ncure any material breach of its obligations under this Agreement within thirty\n(30) days following written notice to such party.\n\n     (f)  No Liability for Termination. Neither @Home nor DrKoop.com will have\n          ----------------------------\nany liability to the other merely as a result of termination of this Agreement\nin accordance with this Section 10, however all amounts earned but unpaid as of\nsuch termination shall be due and payable to either party in accordance with the\nterms set forth in this Agreement.\n\n     (g)  Purge of DrKoop.com Content. Upon the termination of this Agreement\n          ---------------------------\nfor any reason whatsoever, @Home shall promptly delete or purge from its systems\nany and all DrKoop.com Content and all copies thereof and @Home immediately\nshall cease using any and all DrKoop.com Content. Notwithstanding the foregoing,\n@Home may retain the DrKoop.com Content in its archives to the extent necessary\nfor regulatory or other purposes related to the archiving of information and not\nfor redistribution or use of the content therein.\n\n11.  Public Announcement. Both parties will periodically promote the\n     -------------------\nDrKoop.com\/@Home relationship through mutually agreed upon (as to timing and\ncontent) press releases and other announcements. Prior to the initial public\nannouncement about the relationship under this Agreement, the disclosing party\nwill obtain consent of the other party, which consent shall not be unreasonably\nwithheld.\n\n12.  Business Marks. @Home and DrKoop.com each will have the right, without\n     --------------\ncharge, to use in promoting the DrKoop.com Content and the @Home Service the\nother's business name and any trade names, trademarks and service marks\n(collectively, \"MARKS\") that @Home may adopt for use with the @Home Service and\nthat DrKoop.com may adopt for use with the DrKoop.com Content distributed and\nused by @Home. However, any such use must be identical to use by the party that\nowns the Mark, and as approved by the owner in writing in advance, or otherwise\nin accordance with any Mark usage guidelines communicated by the owner. The\nowner retains all goodwill and all other rights thereto, and the other party\nobtains no goodwill or any other rights thereto as a result of the use of the\nowner's Marks. Except as explicitly set forth herein, no other licenses or\nrights are granted or implied.\n\n13.  Representatives and Warranties. Each party to this Agreement represents and\n     ------------------------------\nwarrants to the other party that: (a) such party has the full corporate right,\npower and authority to enter into this Agreement and to perform the acts\nrequired of it hereunder; (b) the execution of this Agreement by such party, and\nthe performance by such party of its obligations and duties hereunder, do not\nand will not violate any agreement to which such party is a party or by which it\nis otherwise bound; and (c) when executed and delivered by such party, this\nAgreement will constitute the legal, valid and binding obligation of such party,\nenforceable against such party in accordance with its terms.\n\n_________________\n\n***       Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n. Page 10\n\n \n14.  Limitation Of Liability. @HOME, @HOME'S DISTRIBUTION AFFILIATES AND\n     -----------------------\nDRKOOP.COM WILL NOT BE LIABLE TO ONE ANOTHER, UNDER ANY LEGAL OR EQUITABLE\nTHEORY, FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY\nKIND, SUFFERED BY OR OTHERWISE COMPENSABLE TO THE OTHER, ARISING OUT OF, UNDER\nOR RELATING TO THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES. IN NO EVENT WILL @HOME OR @HOME'S DISTRIBUTION AFFILIATES HAVE ANY\nLIABILITY OF ANY NATURE OR AMOUNT WHATSOEVER TO DRKOOP.COM ARISING OUT OF, UNDER\nOR RELATING TO ANY FAILURE OF THE DISTRIBUTION OF THE CONTENT OR ANY PART\nTHEREOF OR ANY SOFTWARE PROGRAM, SOFTWARE OR WEB SITE LINK OR LINK MECHANISM, OR\nOTHER MATERIAL OR ITEMS THROUGH THE @HOME NETWORK OR OTHERWISE (INCLUDING BUT\nNOT LIMITED TO ANY SUCH FAILURE OF DISTRIBUTION RESULTING FROM A DISTRIBUTION\nAFFILIATES' ELECTION NOT TO DISTRIBUTE MATERIAL OR ITEMS OR DUE TO TECHNICAL\nDIFFICULTIES OR OTHERWISE).\n\n15.  Proprietary Rights Generally. @Home and DrKoop.com each retain any and all\nright, title and interest in and to all intellectual property of any nature\n(including patents, rights under patent applications and patents issuing on such\napplications, trade secrets, copyrights, trademarks and other business names\n(including goodwill in such marks), among others), subject to the rights granted\nby the parties in SECTION 12 (concerning rights with respect to business marks)\n                  ----------\nand SECTION 3(D) (concerning rights with respect to usage information) of this\n    ------------\nAgreement or as may be provided in the Attachments to this Agreement. @Home and\nDrKoop.com each agree to reproduce, and agree not to remove or obscure\nproprietary rights legends (such as copyright notices, among others) or license\nterms and conditions included with any intellectual property deliverable\nprovided in connection with this Agreement. DrKoop.com agrees to ensure that the\nDrKoop.com Content and the DrKoop.com Marks and their use, reproduction and\ndistribution (alone and not in combination with other material or items) do not\ninfringe the intellectual property rights of any third party. If, as a result of\nany collaboration by @Home or DrKoop.com under this Agreement, they become joint\nowners of intellectual property by operation of law, then they will cooperate,\nsubject to prudent business judgment, to establish, register, maintain and\nprotect such intellectual property.\n\n16.  Indemnification. Each party will indemnify the other party and its\n     ---------------\ncustomers and affiliates for, and hold them harmless from, any loss, expense\n(including reasonable attorney's fees and court costs), damage or liability\narising out of any claim, demand or suit resulting from (a) a breach of any of\nits respective covenants or warranties under this Agreement, (b) the failure of\nsuch party to have all rights and authority necessary in order to fulfill or\nperform its obligations pursuant to this Agreement in compliance with applicable\nlaws; (c) the infringement of intellectual property rights of any third party or\nthe violation of any law by such parties' contributions and\/or performance\nhereunder (e.g., in the case of DrKoop.com, the DrKoop.com Content, and in the\ncase of @Home, the @Home Service), and (d) the violation of any laws concerning\nobscenity, defamation, infringement, rights of privacy or publicity, harassment\nor export controls caused by the development, use, reproduction, publication or\ndistribution of such parties' respective contributions to the @Home Service. As\na condition to indemnification (a) the indemnified party will promptly inform\nthe indemnifying party in writing of any such claim, demand or suit and the\nindemnifying party will fully cooperate in the defense thereof; and (b) the\nindemnified party will not agree to the settlement of any such claim, demand or\nsuit prior to a final judgment thereon without the consent of the indemnifying\nparty.\n\n. Page 11\n\n \n17.  Confidential Information.\n     ------------------------\n\n     (a)  Definition. \"Confidential Information\" means all non-public\n          ----------\nconfidential and proprietary information which the disclosing party identifies\nin writing as confidential before or within thirty (30) days after disclosure to\nthe receiving party or which, under the circumstances surrounding disclosure,\nthe receiving party should have understood was delivered in confidence.\n\n     (b)  Nondisclosure. Each party agrees (a) to hold the other party's\n          -------------\nConfidential Information in strict confidence, (b) not to disclose such\nConfidential Information to any third party, and (c) not to use the other\nparty's Confidential Information for any purpose other than to further this\nAgreement. Each party may disclose the other party's Confidential Information to\nits responsible employees, and, in the case of @Home, the employees of @Home's\nDistribution Affiliates, with a bona fide need to know such information and\nsubject to a nondisclosure agreement, but only to the extent necessary to carry\nout this Agreement. Each party agrees to instruct all such employees not to\ndisclose such Confidential Information to third parties, including consultants,\nwithout the prior written permission of the disclosing party.\n\n     (c)  Exceptions. Notwithstanding the foregoing, Confidential Information\n          ----------\nwill not include information which (i) is now, or hereafter becomes, through no\nact or failure to act on the part of the receiving party, generally known or\navailable to the public; (ii) was acquired by the receiving party before\nreceiving such information from the disclosing party and without restriction as\nto use or disclosure; (iii) is hereafter rightfully furnished to the receiving\nparty by a third party, without restriction as to use or disclosure; (iv) is\ninformation which the receiving party can document was independently developed\nby the receiving party without use of the disclosing party's Confidential\nInformation; (v) is required to be disclosed by law, provided that the receiving\nparty uses reasonable efforts to give the disclosing party reasonable notice of\nsuch required disclosure and to limit the scope of material disclosed; (vi) is\ndisclosed with the prior written consent of the disclosing party; or (vii) is\nDrKoop.com Content provided by DrKoop.com pursuant to this Agreement.\n\n     (d)  Return. Upon the disclosing party's request, the receiving party will\n          ------\npromptly return to the disclosing party all tangible items containing or\nconsisting of the disclosing party's Confidential Information.\n\n     (e)  Injunctive Relief. Each party acknowledges that all of the disclosing\n          -----------------\nparty's Confidential Information is owned solely by the disclosing party (or its\nlicensors) and that the unauthorized disclosure or use of such Confidential\nInformation would cause irreparable harm and significant injury to the\ndisclosing party, the degree of which may be difficult to ascertain.\nAccordingly, each party agrees that the disclosing party will have the right to\nobtain an immediate injunction enjoining any breach of this SECTION 17, as well\n                                                            ----------\nas the right to pursue any and all other rights and remedies available at law or\nin equity in the event of such a breach.\n\n18.  Warranty Disclaimers.  EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT: (a)\n     --------------------\n@HOME DOES NOT MAKE ANY WARRANTIES CONCERNING THE @HOME NETWORK OR THE @HOME\nSERVICE, EXPRESS, IMPLIED OR OTHERWISE, (b) @HOME SPECIFICALLY DISCLAIMS THE\nIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND\nNONINFRINGEMENT WITH RESPECT TO THIRD PARTY RIGHTS, AND (c) THE @HOME NETWORK,\nTHE @HOME SERVICE, AND ANY AND ALL\n\n. Page 12\n\n \nCONTENT AND TOOLS AND RELATED DELIVERABLES PROVIDED BY @HOME IN CONNECTION WITH\nTHIS AGREEMENT ARE PROVIDED BY @HOME \"AS IS\".\n\n19.  General Provisions.\n     ------------------\n\n     (a)  Governing Law and Venue. This Agreement and any disputes arising\n          -----------------------\nunder, in connection with, or relating to this Agreement will be governed by the\nlaws of the State of California, excluding its conflicts of law rules. The state\nand federal courts in San Mateo County, California will have exclusive venue and\njurisdiction for such disputes, and the parties hereby submit to personal\njurisdiction in such courts. The prevailing party in any such dispute will be\nentitled to recover costs of suit (including the reasonable fees of attorneys\nand other professionals).\n\n     (b)  Notices. All notices or other communications to or upon @Home or\n          -------\nDrKoop.com under this Agreement shall be by telecopy or in writing and\ntelecopied, mailed, or delivered to each party at its address set forth in the\nintroductory paragraph of this Agreement or such other address or telecopier\nnumber as either party shall notify the other. All such notices and\ncommunications: when sent by delivery service, shall be effective on the third\nbusiness day following the deposit with such service; when mailed, first class\npostage prepaid and addressed as aforesaid in the mails, shall be effective upon\nreceipt; when delivered by hand, shall be effective upon delivery; and when\ntelecopied, shall be effective upon confirmation of receipt.\n\n     (c)  Compliance with Laws. Subject to the express provisions of this\n          --------------------\nSECTION 19(C), each party agrees to comply with applicable laws in connection\n-------------\nwith this Agreement. DrKoop.com agrees, in particular, Dr. Koop.com Content will\ncomply with all laws concerning obscenity, defamation, infringement, rights of\nprivacy, harassment and export controls, among others, and to ensure that the\nuse, reproduction and distribution of the DrKoop.com Content in and of itself,\ndoes not violate such laws or related legal rights of third parties.\n\n     (d)  Assignment. Neither party may assign or transfer its rights or\n          ----------\nobligations under Agreement without the prior written permission of the other\nparty (which permission shall not be unreasonably withheld or delayed); provided\n                                                                        --------\nthat either party may assign its rights and obligations under this agreement to\nany commonly controlled affiliate or wholly-owned subsidiary without the consent\nof the other party so long as the original party remains liable for its\nobligations hereunder. Any transferee must agree to accept the burdens as well\nas the benefits of this Agreement. Any attempt to transfer, sublicense or assign\nany of the rights or duties hereunder in violation of this Section is hereby\nprohibited and shall be null and void. Subject to the foregoing, this Assignment\nshall inure to the benefit of and be binding upon the parties and their\nsuccessors and assigns.\n\n     (e)  Relationship of Parties. Neither this Agreement nor the parties'\n          -----------------------\nbusiness relationship established hereunder will be construed as a partnership,\njoint venture or agency relationship or as granting a franchise. Accordingly,\nneither party shall have any right to act on behalf of the other party for any\npurpose. The parties represent to one another that they have consulted legal\ncounsel in reviewing and\/or negotiating this Agreement.\n\n     (f)  Waiver. No waiver of any breach of any provision of this Agreement\n          ------\nwill be considered to be a waiver of any prior, concurrent or later breach of\nthe same provisions or different provisions, and will not be effective unless\nmade in writing and signed by an officer of the waiving party.\n\n. Page 13\n\n \n     (g)  Amendments. This Agreement may only be amended by a written agreement\n          ----------\nor addendum signed by duly authorized representatives of both parties.\n\n     (h)  Survival. Sections 12, 14, 15, 16, 17, 18, and 19 of this Agreement,\n          --------  ---------------------------------------\nalong with any other provisions which by their nature extend beyond termination\nof this Agreement shall survive termination. Termination shall not affect either\nparty's obligation to pay amounts due prior to termination or which (under the\nterms of this Agreement) become due following termination.\n\n     (i)  Force Majeure. Neither party will have liability to the other party\n          -------------\nunder, in connection with or for any reason relating to this Agreement as a\nresult of any failure of performance by or on behalf of such party as a result\nof an event of \"force majeure\". For purposes of this Agreement, \"force majeure\"\nmeans an event beyond a party's reasonable control whether or not foreseeable\nand includes, in any case, the following events that may prevent or\nsignificantly hinder such party from performing this Agreement or acting in\nconnection with this Agreement: armed conflicts, famine, floods, Acts of God,\nlabor strikes or shortages, governmental decree or regulation, court order,\nsevere weather, fire, earthquake, failure of suppliers, unavailability of\ncommunications transport facilities and breakdowns in communications transport\nfacilities.\n\n     (j)  Distribution Affiliates. Notwithstanding any other term of this\n          -----------------------\nAgreement, DrKoop.com acknowledges and agrees that the Distribution Affiliates\nwill have the right under certain circumstances to elect not to distribute the\nDrKoop.com Content and promotional material and that, pursuant to its agreement\nwith such Distribution Affiliates, @Home may be subject to restrictions\nregarding the promotion or distribution of the DrKoop.com Content and\npromotional materials. DrKoop.com agrees not to bring any action or threaten to\nbring any action against the Distribution Affiliates or @Home in connection with\nany such election, restriction or failure to distribute.\n\n     (k)  Entire Agreement. This Agreement, including its Attachments,\n          ----------------\nconstitutes the entire understanding of @Home and DrKoop.com with respect to its\nsubject matter and supersedes all prior agreements between @Home and DrKoop.com.\n\n. Page 14\n\n \n                                 ATTACHMENT A\n\n                          BENCHMARK SUBSCRIBER LEVELS\n\n \n \n------------------------------------------------------------------------------\n       Calendar Year              Projected  Benchmark Subscribers (Year End)\n------------------------------------------------------------------------------\n                                     \n       1999                                                              * * *\n------------------------------------------------------------------------------\n       2000                                                              * * *\n------------------------------------------------------------------------------\n \n\n\n________________\n\n* * *     Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission. Confidential treatment has been\nrequested with respect to the omitted portions.\n\n. 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