{"id":41647,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/limited-liability-company-formation-agreement-digimarc-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"limited-liability-company-formation-agreement-digimarc-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/limited-liability-company-formation-agreement-digimarc-corp.html","title":{"rendered":"Limited Liability Company Formation Agreement – Digimarc Corp. and The Nielsen Company (US), LLC"},"content":{"rendered":"

CONFIDENTIAL PORTIONS OMITTED<\/em><\/strong><\/p>\n

\n

LIMITED LIABILITY COMPANY AGREEMENT<\/strong><\/p>\n

\n

OF<\/strong><\/p>\n

\n

NEWCO 1, LLC<\/strong><\/p>\n

\n

DATED JUNE 11, 2009<\/strong><\/p>\n

\n<\/p>\n

\n

TABLE OF CONTENTS<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE I<\/p>\n<\/td>\n

\n

DEFINITIONS<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II<\/p>\n<\/td>\n

\n

BUSINESS PURPOSE AND ACTIVITIES<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

2.01.<\/p>\n<\/td>\n

\n

Place of Business<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

2.02.<\/p>\n<\/td>\n

\n

Nature of Business<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

2.03.<\/p>\n<\/td>\n

\n

Excluded Scope<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

2.04.<\/p>\n<\/td>\n

\n

Marketing and Sales To Current Customers of Digimarc or Nielsen<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III<\/p>\n<\/td>\n

\n

FORMATION AND TERM<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

3.01.<\/p>\n<\/td>\n

\n

Formation<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

3.02.<\/p>\n<\/td>\n

\n

Members153 Interests<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

3.03.<\/p>\n<\/td>\n

\n

Name<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

3.04.<\/p>\n<\/td>\n

\n

Term<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

3.05.<\/p>\n<\/td>\n

\n

Registered Agent and Office<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

3.06.<\/p>\n<\/td>\n

\n

Title to Assets<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/p>\n<\/td>\n

\n

MANAGEMENT OF THE COMPANY<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

4.01.<\/p>\n<\/td>\n

\n

Members153 Committee<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

4.02.<\/p>\n<\/td>\n

\n

Management of the Company<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

4.03.<\/p>\n<\/td>\n

\n

Prior Approval<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

4.04.<\/p>\n<\/td>\n

\n

Additional Funding<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE V<\/p>\n<\/td>\n

\n

RIGHTS IN IP; ANCILLARY LICENSES AND SERVICES<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

5.01.<\/p>\n<\/td>\n

\n

Company Rights to Developed Intellectual Property<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

5.02.<\/p>\n<\/td>\n

\n

Digimarc License and Services<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

5.03.<\/p>\n<\/td>\n

\n

Nielsen Licenses and Services<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

5.04.<\/p>\n<\/td>\n

\n

Ability to Grant Licenses<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

5.05.<\/p>\n<\/td>\n

\n

Transitional Services; Real Estate Arrangements<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/p>\n<\/td>\n

\n

FUNDING, ALLOCATIONS, DISTRIBUTIONS AND CAPITAL ACCOUNTS<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

6.01.<\/p>\n<\/td>\n

\n

Funding; Capital Contributions<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

6.02.<\/p>\n<\/td>\n

\n

Fiscal Year<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

6.03.<\/p>\n<\/td>\n

\n

Distributions to the Members<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

6.04.<\/p>\n<\/td>\n

\n

Certain Other Allocation Rights<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

6.05<\/p>\n<\/td>\n

\n

Additional Capital Contribution<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

6.06<\/p>\n<\/td>\n

\n

Member153s Failure To Make Capital Contributions<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

6.07.<\/p>\n<\/td>\n

\n

Accounting Procedures<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

6.08<\/p>\n<\/td>\n

\n

Principle Tax Matters<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

6.09<\/p>\n<\/td>\n

\n

Payment and Withholding of Certain Taxes<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

6.10<\/p>\n<\/td>\n

\n

Organizational Expenses<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

6.11<\/p>\n<\/td>\n

\n

Classification<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

ARTICLE VII<\/p>\n<\/td>\n

\n

BUDGETS AND BUSINESS PLANS<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

7.01.<\/p>\n<\/td>\n

\n

Business Plans and Budgets<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

7.02.<\/p>\n<\/td>\n

\n

Approval by the Members153 Committee<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

7.03.<\/p>\n<\/td>\n

\n

Default Budget<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

7.04.<\/p>\n<\/td>\n

\n

Default Business Plan<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/p>\n<\/td>\n

\n

CERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

8.01.<\/p>\n<\/td>\n

\n

Authorization<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

8.02.<\/p>\n<\/td>\n

\n

Absence of Conflict<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

8.03.<\/p>\n<\/td>\n

\n

Certain Covenants<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

8.04.<\/p>\n<\/td>\n

\n

Restricted Transfer of the Company Interest<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IX<\/p>\n<\/td>\n

\n

DISSOLUTION<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

9.01.<\/p>\n<\/td>\n

\n

Dissolution<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

9.02.<\/p>\n<\/td>\n

\n

Liquidation<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE X<\/p>\n<\/td>\n

\n

FORCE MAJEURE<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XI<\/p>\n<\/td>\n

\n

LIABILITY AND INSURANCE<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

11.01.<\/p>\n<\/td>\n

\n

Liability<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

11.02.<\/p>\n<\/td>\n

\n

Insurance<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE XII<\/p>\n<\/td>\n

\n

GENERAL PROVISIONS<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

12.01.<\/p>\n<\/td>\n

\n

No Publicity or Advertisement Without Prior Consultation<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

12.02.<\/p>\n<\/td>\n

\n

Severability<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

12.03.<\/p>\n<\/td>\n

\n

Article and Section Headings, Schedules and Exhibits<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

12.04.<\/p>\n<\/td>\n

\n

Counterparts<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

12.05.<\/p>\n<\/td>\n

\n

Gender and Number<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

12.06.<\/p>\n<\/td>\n

\n

Expenses<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

12.07.<\/p>\n<\/td>\n

\n

Notices<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

12.08.<\/p>\n<\/td>\n

\n

No Third Party Beneficiaries<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

12.09.<\/p>\n<\/td>\n

\n

Governing Law; Arbitration<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

12.10.<\/p>\n<\/td>\n

\n

Modifications, Amendments or Waivers<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

12.11.<\/p>\n<\/td>\n

\n

Assignment, Successors and Assigns<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

12.12.<\/p>\n<\/td>\n

\n

Joint Preparation<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

12.13.<\/p>\n<\/td>\n

\n

Entire Agreement; Termination of Prior Agreement<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

12.14.<\/p>\n<\/td>\n

\n

Further Assurances<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

12.15.<\/p>\n<\/td>\n

\n

Security Disclosures and Public Announcements<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

12.16.<\/p>\n<\/td>\n

\n

Confidentiality<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

12.17.<\/p>\n<\/td>\n

\n

Bankruptcy<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

12.18.<\/p>\n<\/td>\n

\n

Survival<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n

<\/p>\n

This LIMITED LIABILITY COMPANY AGREEMENT of Newco 1, LLC (the
\n“Company<\/u>“) is made and entered into as of June 11, 2009 by and between
\nThe Nielsen Company (US) LLC, a New York limited liability company, having
\noffices at 770 Broadway, New York, New York 10003 (“Nielsen”), and Digimarc
\nCorporation, a Delaware corporation, with offices at 9405 SW Gemini Drive,
\nBeaverton, Oregon 97008 (“Digimarc”).<\/p>\n

INTRODUCTION<\/p>\n

\n

Whereas<\/strong>, Nielsen and Digimarc have entered into an agreement
\nexecuted on November 27, 2007 with an effective date of October 1, 2007, (the
\n“Prior Agreement”), said Prior Agreement including terms and conditions under
\nwhich Digimarc provided Digimarc Services for Nielsen, and granted to Nielsen
\ncertain licenses under Digimarc patents;<\/p>\n

Whereas, <\/strong>under the Prior Agreement, Nielsen had certain
\nrights to terminate the Prior Agreement at the end of the second year or
\nsubsequently during the term thereof, upon the satisfaction of certain
\nconditions;<\/p>\n

Whereas<\/strong>, for good and valuable consideration, Nielsen and
\nDigimarc have agreed to expand and extend their relationship and supersede the
\nPrior Agreement by entering into this Agreement and contemporaneously entering
\ninto the Patent License Agreement and the Agreement of Newco 2, LLC of even date
\nherewith.<\/p>\n

NOW, THEREFORE<\/strong>, for good and valuable consideration as
\nstated herein, the parties hereby agree as follows.<\/p>\n

ARTICLE I
\nDEFINITIONS<\/p>\n

\n

The following terms have the following meanings when used in this Agreement,
\nunless the context expressly or by necessary implication otherwise requires:\n<\/p>\n

“Agreement<\/u>” shall mean this Limited Liability Company Agreement.<\/p>\n

“Affiliate<\/u>” of a specified Person shall mean a Person that directly or
\nindirectly through one or more intermediaries, controls or is controlled by, or
\nis under common control with, the Person specified. For purposes of this
\ndefinition the term “control” (including the terms “controlling,” “controlled
\nby” and “under common control with”) means directly or indirectly owning equity
\nsecurities (or other ownership interests) representing more than fifty percent
\n(50%) of the voting power of all the outstanding equity securities of such
\nspecified Person. That Person is an Affiliate with the Person specified only for
\nso long as such “control” of or being “controlled by” the Person specified
\nexists.<\/p>\n

“Approved Budget<\/u>” shall mean an annual budget, expressed in terms of
\nnet cash flow (including revenue, operating and capital expenses) approved by
\nthe Members153 Committee in accordance with Sections 7.01 and 7.02 hereof.<\/p>\n

1<\/p>\n

\n

<\/p>\n

“Approved Business Plan<\/u>” shall mean a two-year business plan approved
\nby the Members153 Committee in accordance with Sections 7.01 and 7.02 hereof.<\/p>\n

“Assets<\/u>” of a Person shall mean all of that Person153s properties and
\nassets (real, personal or mixed, tangible or intangible), unless otherwise
\nspecified.<\/p>\n

“Business<\/u>” shall have the meaning described in Section 2.02 hereof.\n<\/p>\n

“Capital Account<\/u>” shall have the meaning described in Section 6.03 (a)
\nhereof.<\/p>\n

“Certificate<\/u>” means the Certificate of Formation of the Company and
\nany and all amendments thereto and restatements thereof, as filed with the
\nSecretary of State of the State of Delaware pursuant to the Delaware Act.<\/p>\n

“Chairman of the Members Committee<\/u>” shall mean Bruce Davis, the then
\ncurrent Chief Executive Officer of Digimarc, or any other designee of Digimarc,
\nfor so long as Digimarc maintains an interest of at least 25% in the Company.\n<\/p>\n

“Code<\/u>” shall mean the Internal Revenue Code of 1986, as amended.<\/p>\n

“Company<\/u>” shall mean Newco 1, LLC, the Delaware limited liability
\ncompany the Members form by entering into this Agreement.<\/p>\n

“Company Products<\/u>” means any business, product or service developed
\nand marketed by the Company that combines Digimarc Licensed IP and Nielsen
\nLicensed IP as authorized by this Agreement or otherwise approved by the Members
\nCommittee.<\/p>\n

“[**]” means a product that: (a) [**]; (b) [**]; and (c) includes all
\nsoftware, hardware and other networked components required to achieve (a) and
\n(b).<\/p>\n

“Default Budget<\/u>” shall have the meaning described in Section 7.03
\nhereof.<\/p>\n

“Delaware Act<\/u>” shall mean the Delaware Limited Liability Company Act,
\n6 Del. C. \u00a718-101, et seq., as amended from time to time.<\/p>\n

“Digimarc<\/u>” shall have the meaning set forth in the opening paragraph
\nof the Agreement.<\/p>\n

“Digimarc Licensed IP<\/u>” shall mean the Digimarc Licensed Patents and
\nthe Digimarc technology as reasonably required for the commercialization,
\ndevelopment and marketing by Company of Company Products within the scope of the
\nBusiness.<\/p>\n

“Digimarc Licensed Patents<\/u>” shall mean all patents (including
\nextensions, reissues, re-examinations, substitutions, renewals or equivalents of
\nany of the foregoing, and moral and economic rights of inventors in any of the
\nforegoing), other than the Excluded Patents, throughout the world, including
\nindustrial and utility models, industrial designs, typeface design<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

2<\/p>\n

\n

<\/p>\n

patents and registrations, petty patents, patents of importation, patents of
\naddition, certificates of invention, and any other indicia of invention
\nownership issued or granted by any governmental agency or other authority:<\/p>\n

(a) issued or issuing on patent applications (including all provisional
\napplications, priority, continuations, divisionals, continuations-in-part and
\ncounterparts thereof); and<\/p>\n

(b) under which patents or the patent applications therefor Digimarc or any
\nof its Affiliates has as of the Effective Date, or thereafter obtains, the right
\nto a grant license to the Company within the scope granted herein, without such
\ngrant or the exercise of rights thereunder resulting in the payment of royalties
\nor other consideration by Digimarc or any of its Affiliates to third parties
\n(except for payments among Digimarc and its Affiliates and payments to third
\nparties for inventions made by said third parties while employed by Digimarc or
\nany of its Affiliates).<\/p>\n

Digimarc Licensed Patents shall include (other than the Excluded Patents) all
\npatent applications throughout the world (including all provisional
\napplications, priority, continuations, divisionals, continuations-in-part and
\ncounterparts thereof) that satisfy part (b) of this definition, and all patents
\nissuing therefrom (including extensions, reissues, re-examinations,
\nsubstitutions, renewals or equivalents of any of the foregoing), and moral and
\neconomic rights of inventors in any of the foregoing.<\/p>\n

“Digimarc Products and Services”<\/u> means those products and services
\ndescribed in the Form 10-K filed by Digimarc with the U.S. Securities and
\nExchange Commission (“SEC”) most recently prior to the Effective Date.<\/p>\n

“Effective Date<\/u>” of this Agreement is July 1, 2009.<\/p>\n

“Excluded Patents<\/u>” shall mean those Digimarc patents listed in
\nSchedule 5.02 attached hereto.<\/p>\n

“Excluded Scope<\/u>” shall have the meaning set forth in Section 2.03
\nhereof.<\/p>\n

“Financial Statements<\/u>” shall mean a balance sheet of the Company and
\nrelated statements of operations and cash flows, as of the end of each month,
\nquarter or year, as the case may be, and for the corresponding period then
\nended.<\/p>\n

“Force Majeure<\/u>” shall mean any event or condition, not existing as of
\nthe Effective Date, not reasonably foreseeable as of such date and not
\nreasonably within the control of either Member, which prevents, in whole or in
\nmaterial part, the performance by a Member of its obligations under this
\nAgreement, other than an obligation on the part of a Member to make any payment
\nhereunder. Without limiting the generality of the foregoing, the following shall
\nconstitute events or conditions of Force Majeure: state or governmental action,
\nriots, war, acts of terrorism, sabotage, strikes, lock-outs, prolonged shortage
\nof energy or other supplies, fire, flood, hurricanes, earthquakes, lightning,
\nand explosion.<\/p>\n

“GAAP<\/u>” shall mean U.S. generally accepted accounting principles.<\/p>\n

3<\/p>\n

\n

<\/p>\n

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

“Interest<\/u>” means the limited liability company interest of a Member in
\nthe Company at any particular time, including the right of such Member to any
\nand all benefits to which a Member may be entitled as provided in this
\nAgreement, together with the obligations of such Member to comply with all the
\nterms and provisions of this Agreement.<\/p>\n

“IRS<\/u>” shall have the meaning described in Section 6.09(a) hereof.<\/p>\n

“Judicial Review<\/u>” shall have the meaning described in Section
\n6.06(b)(i) hereof.<\/p>\n

“Law<\/u>” means any statute, law, regulation, ordinance, rule, injunction,
\norder, decree, directive or any similar form of decision of, or determination
\nby, any governmental or self-regulatory authority.<\/p>\n

“Management<\/u>” shall mean the President and other officers of the
\nCompany appointed in accordance with the provisions of Section 4.02 hereof.<\/p>\n

“[**]” means Nielsen Products and Services involving [**].<\/p>\n

“Members<\/u>” means Digimarc and Nielsen and any other Person added as a
\nmember of the Company from time to time.<\/p>\n

“Members153 Committee<\/u>” shall mean that Committee which is created
\naccording to the provisions of Section 4.01 hereof.<\/p>\n

“Nielsen Data License<\/u>” means Nielsen153s then standard form of license
\nagreement for any Nielsen Data Services provided to the Company during the Term,
\nprovided that there shall be no payment by the Company to Nielsen in connection
\ntherewith. The current version of such license is attached hereto in Schedule
\n5.03.<\/p>\n

“Nielsen Data Services<\/u>” means Nielsen Syndicated Research and
\nback-office meta-data [**] pursuant to a Nielsen Data License.<\/p>\n

“Nielsen Licensed IP<\/u>” means the Nielsen Licensed Patents and the
\nNielsen technology as reasonably required for the commercialization, development
\nand marketing by Company of Company Products within the scope of the Business.\n<\/p>\n

“Nielsen Licensed Patents<\/u>” shall mean all patents (including
\nextensions, reissues, re-examinations, substitutions, renewals or equivalents of
\nany of the foregoing, and moral and economic rights of inventors in any of the
\nforegoing) throughout the world, including industrial and utility models,
\nindustrial designs, typeface design patents and registrations, petty patents,\n<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

4<\/p>\n

\n

<\/p>\n

patents of importation, patents of addition, certificates of invention, and
\nany other indicia of invention ownership issued or granted by any governmental
\nagency or other authority:<\/p>\n

(a) issued or issuing on patent applications (including all provisional
\napplications, priority, continuations, divisionals, continuations-in-part and
\ncounterparts thereof); and<\/p>\n

(b) under which patents or the applications therefor Nielsen or any of its
\nAffiliates has as of the Effective Date, or thereafter obtains, the right to
\ngrant a license to the Company within the scope granted herein, without such
\ngrant or the exercise of rights thereunder resulting in the payment of royalties
\nor other consideration by Nielsen or its Affiliates to third parties (except for
\npayments among Nielsen and its Affiliates, and payments to third parties for
\ninventions made by said third parties while employed by Nielsen or any of its
\nAffiliates).<\/p>\n<\/p>\n

Nielsen Licensed Patents shall include all patent applications throughout the
\nworld (including all provisional applications, priority, continuations,
\ndivisionals, continuations-in-part and counterparts thereof) that satisfy part
\n(b) of this definition, and all patents issuing therefrom (including extensions,
\nreissues, re-examinations, substitutions, renewals or equivalents of any of the
\nforegoing), and moral and economic rights of inventors in any of the foregoing.\n<\/p>\n

“Nielsen Products and Services<\/u>” means those products and services
\n[**].<\/p>\n

“Nielsen Syndicated Research<\/u>” means Syndicated published data\/reports
\nincluding access to and use of Nielsen153s market intelligence information and
\nreports (and data underlying reports), in any format then-currently available.\n<\/p>\n

“Percentage Interest<\/u>” shall mean a Member153s Interest in the Company
\nexpressed as a percentage of all Interests. The initial Percentage Interests
\nshall be forty-nine percent (49%) for Nielsen and fifty-one percent (51%) for
\nDigimarc.<\/p>\n

“Person<\/u>” shall mean any natural person, firm, corporation, limited
\nliability company, partnership, association, trust or similar organization or
\ngovernmental body.<\/p>\n

“President<\/u>” shall mean the president of the Company appointed in
\naccordance with the provisions of Section 4.02 hereof.<\/p>\n

“Representative<\/u>” shall mean an individual appointed by a Member to the
\nMembers153 Committee.<\/p>\n

“Sale<\/u>“, “Sell<\/u>“, “Offer for Sale<\/u>“, “Other
\nTransfer<\/u>“, “Otherwise Transfer<\/u>” and other forms of such terms with
\nrespect to copyrightable materials, such as software products, mean the granting
\nof licenses to use copyrightable materials.<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

5<\/p>\n

\n

<\/p>\n

“Subsidiary<\/u>” of a Person shall mean any corporation, partnership or
\nother entity (“Entity”) in which a party now or hereafter holds, directly or
\nindirectly, ownership of, or the right to vote on behalf of, more than fifty
\npercent (50%) of its voting stock or other voting equity interests, for so long
\nas such ownership or right to vote exists.<\/p>\n

“Syndicated<\/u>” means a report or information that is created for more
\nthan one unique client.<\/p>\n

“Tax Matters Member<\/u>” shall have the meaning described in Section
\n6.06(a) hereof.<\/p>\n

“Treasury Regulations<\/u>” shall mean the income tax regulations,
\nincluding temporary regulations, promulgated under the Code, as such regulations
\nmay be amended from time to time (including corresponding provisions of
\nsucceeding regulations).<\/p>\n

ARTICLE II
\nBUSINESS PURPOSE AND ACTIVITIES<\/p>\n

\n

2.01. Place of Business<\/u><\/p>\n

The principal place of business of the Company shall be Beaverton, Oregon. At
\nany time, the Members153 Committee may change the location of the Company153s
\nprincipal place of business to another location by mutual agreement.<\/p>\n

2.02. Nature of Business<\/u><\/p>\n

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

(a) Copyright Filtering Solutions<\/u>. Marketing of [**] services,
\nsolutions, tools, equipment and software to companies seeking to [**]. In
\nconnection with this service, Nielsen will make available its [**], and provide
\ncommercially reasonable [**] and updates refreshed on a regular basis mutually
\nagreed by Company management and Nielsen. Presently such [**] are manually
\ngenerated on a daily basis. If the Company requires [**] of such [**], and such
\n[**] requires more than incidental development effort by Nielsen, Nielsen agrees
\nthat, at the Company153s option, Nielsen will either: provide such [**] to the
\nCompany at Nielsen153s cost; or it will cooperate and support the Company in [**]
\nsuch [**] feeds at the Company153s expense and effort.<\/p>\n

(b) Royalty\/Audit for Online Video or Audio to Rights Organizations,
\nGuilds or Other Organizations Interested in Reconciliation of Royalties,
\nResiduals or Other Similar Payments<\/u>. [**] services, [**], for the purpose of
\n[**] primarily available to rights organizations such as [**]. This service
\nwould [**] and report on [**] to organizations requiring this<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

6<\/p>\n

\n

<\/p>\n

information to enforce royalty agreements. In connection with this service,
\nNielsen will make available its [**] tools on an “as is” basis, at no charge to
\nfacilitate [**].<\/p>\n

(c) Other Company Products<\/u>. The Company may develop or market other
\nproducts or services that utilize Digimarc Licensed IP and Nielsen Licensed IP
\noutside the Excluded Scope, as from time to time agreed by the Members Committee
\nand incorporated in the Company153s annual plan and budget.<\/p>\n

(d) No Obligation to Proceed<\/u>. Neither the Company nor Nielsen nor
\nDigimarc shall be obligated to develop any product referenced in Section 2.02.\n<\/p>\n

2.03 Excluded Scope<\/u><\/p>\n

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

(b) Notwithstanding the forgoing, the Company shall not be prohibited from
\nproviding [**] to a client in the context of a sales pitch for the Company153s
\nproducts or services or from reporting to a client about the [**] on behalf of
\nthat client.<\/p>\n

2.04. Marketing and Sales to Current Customers of Digimarc or Nielsen<\/u>\n<\/p>\n

For the purpose of coordinating mutual customer relationships, the Company
\nwill [**], as the case may be. [**].<\/p>\n

ARTICLE III
\nFORMATION AND TERM<\/p>\n

\n

3.01. Formation<\/u><\/p>\n

The Members hereby form the Company as a limited liability company under and
\npursuant to the provisions of the Delaware Act, and agree that the rights,
\nduties and liabilities of the Members shall be as provided in the Delaware Act,
\nexcept as otherwise provided in this Agreement. Upon the Effective Date of this
\nAgreement, Nielsen and Digimarc shall be admitted as Members. The Members hereby
\ndesignate Robert P. Chamness to file the Certificate of Formation of the
\nCompany. The Members may jointly describe any person as an authorized person,
\nwithin the meaning of the Delaware Act, to execute, deliver and file any
\namendments and\/or restatements thereof with the office of the Secretary of State
\nof the State of Delaware pursuant to the Delaware Act.<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

7<\/p>\n

\n

<\/p>\n

3.02. Members153 Interests<\/u><\/p>\n

As of the date of this Agreement, Digimarc shall own fifty-one percent (51%)
\nof the Company Interests and Nielsen shall own forty-nine percent (49%) of the
\nCompany Interests.<\/p>\n

3.03. Name<\/u><\/p>\n

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

3.04. Term<\/u><\/p>\n

The Company shall commence as of the date of the filing of the Certificate.
\nThe term of the Company shall continue for a period of twenty-five (25) years
\nfrom the date hereof, unless terminated earlier in accordance with the
\nprovisions of Sections 9.01 hereof. The existence of the Company as a separate
\nlegal entity shall continue until the cancellation of the Certificate as
\nprovided in the Delaware Act.<\/p>\n

3.05. Registered Agent and Office<\/u><\/p>\n

The Company153s registered agent and office in the State of Delaware shall be
\nThe Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle
\nCounty, Delaware 01980. At any time, the Members153 Committee may mutually
\ndesignate another registered agent or registered office.<\/p>\n

3.06. Title to Assets<\/u><\/p>\n

Except as otherwise provided in this Agreement, all Assets shall be owned by
\nthe Company as an entity, and no Member shall have any ownership interest in
\nsuch Assets in the Member153s individual name or right. The Company shall hold all
\nAssets in the name of the Company.<\/p>\n

ARTICLE IV
\nMANAGEMENT OF THE COMPANY<\/p>\n

\n

4.01. Members153 Committee<\/u><\/p>\n

(a) General<\/u>. A Members153 Committee shall supervise the activities of
\nthe Company and will, among other things, (i) approve the expenditure of funds
\nfor Company operations, <\/strong>on a basis consistent with the
\nrequirements of the relevant Approved Budget of the Company under Article VII
\nhereof; (ii) approve the hiring and firing of the President and other officers
\nof the Company (subject to 4.02 a below); (iii) attempt to resolve any and all
\ndisputes between the Members as to the Company153s operations; (iv) attempt to
\nresolve any and all disputes between the Members concerning licensing or
\nmarketing rights issues which arise out of<\/p>\n<\/p>\n

8<\/p>\n

\n


\n<\/strong><\/p>\n

the Company153s operations; and (v) consider and act upon all other material
\nmatters which impact upon or affect the operation of the Company. The
\nauthorization and approval of the Members153 Committee shall be a condition
\nprecedent to the taking of those actions set forth in Section 4.03 hereof. The
\nMembers153 Committee shall also consider and act upon those other matters which
\nare contemplated by this Agreement as being subject to its consideration or
\napproval. The Representatives of the Members153 Committee shall act as
\nrepresentatives of the Members.<\/p>\n<\/p>\n

(b) Members153 Committee<\/u>. Nielsen and Digimarc shall each appoint an
\nequal number of Representatives to the Members153 Committee. Initially, each
\nMember shall appoint two such Representatives. The names of each Member153s
\ndesignated Representatives on the Effective Date are set forth in Schedule 4.01
\nto this Agreement. Subsequent appointments of Representatives to the Members153
\nCommittee will be made by written notice to the other Member and each such
\nappointment may be changed by reasonable advance written notice to the other
\nMember(s). So long as Digimarc continues to own at least 25% of the Company, the
\nmeetings of the Members153 Committee shall be chaired by one of the Digimarc
\nRepresentatives. The Members153 Committee shall appoint one or more secretaries to
\nkeep records of its meetings. The Chief Financial Officers of Nielsen Product
\nand Digimarc may also attend the meetings of the Members153 Committee as
\nobservers.<\/p>\n<\/p>\n

(c) Meetings<\/u>. The Members153 Committee shall establish its own schedule
\nand location of regular meetings, which shall be held at least on a
\ncalendar-quarterly basis. Special meetings of the Members153 Committee may be
\ncalled by any two Representatives, shall require no less than five (5) business
\ndays advance notice to the other Member, unless waived, and shall be held at a
\nmutually convenient location; provided<\/u> that in the absence of an
\nagreement on such location, the location will rotate between the head offices of
\neach Member. Any meeting of the Members153 Committee may be conducted by telephone
\nprovided all Representatives wishing to participate are able to listen and speak
\nto one another while the meeting is being conducted.<\/p>\n<\/p>\n

(d) One Vote Per Member\/Dispute Resolution<\/u>. The Representatives of
\neach Member shall each have the right to one vote and all decisions shall be of
\nthe Members153 Committee shall be by majority vote, except as set forth in Section
\n4.03 below. The Chairman of the Members Committee shall have the power to decide
\nany non Section 4.03 matter for which a majority vote has not been achieved.
\nWith respect to such Section 4.03 matters, in the event that at least three
\nRepresentatives of the Members153 Committee are unable to resolve an issue within
\na reasonable time after it arises, either Member may refer the dispute to
\nnon-binding mediation under the auspices of the American Arbitration Association
\nof Chicago, Illinois, and if still not resolved within ninety (90) days after
\nthe commencement of such mediation, then either party may resort to arbitration
\nin accordance with, and subject to, the provisions of Section 12.09 hereof to
\nresolve such dispute.<\/p>\n<\/p>\n

(e) Decisions<\/u>. Valid decisions of the Members153 Committee may be taken
\nonly at a meeting where both Representatives of each Member are present, in
\nperson or by a duly executed proxy (whether in facsimile or other written form)
\nfrom the other Representatives of such Member and at least one Representative of
\neach Member is present in person or by phone. Except in the case of previously
\nscheduled regular meetings, The Chairman of the Members Committee shall give the
\nRepresentatives at least five (5) business days153 written notice prior to the
\nmeeting, unless waived. Decisions may also be made by the Members153 Committee,
\nwithout a<\/p>\n<\/p>\n

9<\/p>\n

\n


\n<\/strong><\/p>\n

meeting being held, by facsimile or other written instrument which is
\nexecuted by all Representatives of each Member.<\/p>\n<\/p>\n

(f) Invitees<\/u>. The President and other Company officers and employees
\nof the Members may attend meetings of the Members153 Committee at the invitation
\nof any Representative. Such invitees shall not be Members of the Members153
\nCommittee, nor shall they be entitled to vote on matters which come before the
\nMembers153 Committee. The Chairman of the Members153 Committee can excuse such
\nInvitees from the meeting at any time and for any reason, and Invitees shall not
\nattend any portions of the meetings of the Members153 Committee designates as
\n“Executive Sessions”.<\/p>\n<\/p>\n

4.02. Management of the Company<\/u><\/p>\n

(a) President<\/u>. The Company shall have a President who shall report to
\nthe Members153 Committee and shall have, within the guidelines of the Approved
\nBusiness Plan and Approved Budget, overall responsibility for management of the
\nCompany, including specific responsibility for staffing, sales and other similar
\norganizational and product issues. The President shall not hire or terminate any
\nofficer of the Company without the advance written approval of such action by
\nthe Members153 Committee. Any decision to terminate the employment of the
\nPresident or change the duties or responsibilities of the President shall
\nrequire the approval of the Members153 Committee. Digimarc shall designate the
\nPresident, subject to Nielsen153s approval, which shall not be unreasonably
\nwithheld. The designee shall not have previously been an employee of either
\nMember.<\/p>\n<\/p>\n

(b) Other Officers<\/u>. The Members153 Committee shall elect and replace
\nofficers for such positions as the Members153 Committee may determine from time to
\ntime, and such officers shall perform such duties and have such powers as the
\nMembers153 Committee may then determine. The officers will manage the day-to-day
\noperations of the Company in a manner consistent with the policies, procedures,
\nbudgets, plans and programs ordered or approved by the Members153 Committee
\nconsistent with the provisions of this Agreement and the Delaware Act. Nielsen
\nshall designate the CFO of the Company, subject to Digimarc153s approval, which
\nshall not be unreasonably withheld. The designee shall not have previously been
\nan employee of either Member.<\/p>\n<\/p>\n

(c) Other Employees<\/u>. The Company shall be entitled to hire and provide
\nsuch other employees compensation and benefits as are, in each case, in
\naccordance with the Approved Business Plan and the Approved Budget or the
\nunanimous action of the Members153 Committee.<\/p>\n<\/p>\n

(d) Legal Compliance<\/u>. The Company shall formulate such policies and
\nprocedures as are required for the Company to comply with all laws, regulations
\nand requirements applicable to the Company or the Members, including, without
\nlimitation, U.S. federal and state securities laws and the rules and regulations
\nof the SEC and stock exchanges.<\/p>\n

In the absence of such specific policies and procedures adopted by the
\nCompany, the Members Committee shall determine which policies and procedures
\nshall apply to the Company153s governance and operations.<\/p>\n

10<\/p>\n

\n

4.03. Prior Approval<\/u><\/p>\n<\/p>\n

No act shall be taken, sum expended, decision made or obligation incurred by
\nor on behalf of the Company with respect to any matter described below unless
\nsuch proposed action shall have been approved by at least three Representatives
\nof the Members153 Committee:<\/p>\n

(a) subject to Section 4.02 above, hiring or terminating the President or
\nother elected officers and fixing their compensation;<\/p>\n

(b) except for agreements in the ordinary course of business, entering into,
\nmaterially modifying, renewing, terminating or canceling any license or other
\nagreement with any Person, other than Digimarc or Nielsen or their respective
\nAffiliates, relating to the Company153s intellectual property rights or
\nproprietary data;<\/p>\n<\/p>\n

(c) appointing independent auditors of the Company;<\/p>\n

(d) commencing or settling any lawsuit or claim involving the Company (other
\nthan a collection action or payment dispute) involving amounts above $100,000 or
\nnon-monetary relief;<\/p>\n

(e) adopting or implementing any plan of dissolution or liquidation, except
\nas provided in Article IX;<\/p>\n

(f) merging or consolidating with or into any Person, or acquiring all or
\npart of another business (whether by acquisition of stock or assets or
\notherwise) or entering into a cooperative arrangement with another party which
\nis the functional equivalent thereof;<\/p>\n

(g) selling, encumbering, leasing, transferring or otherwise disposing of, in
\nwhole or in part, any substantial amount of the Company153s Assets, except in the
\nordinary course of business of the Company;<\/p>\n

(h) establishing or allowing to exist any Subsidiary of the Company;<\/p>\n

(i) making any investment in, loan to or guaranty of any obligations of any
\nPerson;<\/p>\n

(j) any issuance, transfer or other disposition by the Company of any
\nownership interest therein or of any right to acquire any ownership interest
\ntherein, except as set forth in Section 4.04;<\/p>\n

(k) incurring any indebtedness outside of the ordinary course of business as
\nprovided in the Approved Budget and the Approved Business Plan and changes
\nthereto, except as set forth in Section 4.04;<\/p>\n

(l) admitting a new Member or creating a new class of Members, except as
\nexpressly provided in Section 4.04 of this Agreement;<\/p>\n

11<\/p>\n

\n


\n<\/strong><\/p>\n

(m) effecting a bankruptcy, dissolution, liquidation or reorganization of the
\nCompany, except as provided in Article IX;<\/p>\n

(n) approval of the Approved Budget and the Approved Business Plan and
\nchanges thereto;<\/p>\n

(o) make a change in the nature of the Business, as defined in section 2.02;
\nor approval of Other Company Products as set forth in Section 2.02(d), other
\nthan Company Products developed during the period when the Company continues to
\nbe funded by the Members Initial Contributions; and<\/p>\n

(p) transactions with any Member or any Affiliate of any Member.<\/p>\n

4.04 Additional Funding<\/u><\/p>\n<\/p>\n

In addition to the provisions set forth in Article VI, below, if at any time
\nthe Annual Budget calls for expenditures that exceed the Company153s cash on hand,
\neither Member may call a meeting of the Members Committee to propose and vote
\nupon any of the following methods to fund or otherwise provide for the Company153s
\ncontinuing operations:<\/p>\n

(a) Incurring indebtedness to a third party or to one or both of the Members.
\nThe amount of such indebtedness shall be repaid prior to any distributions
\npursuant to Section 6.03, unless the Members otherwise agree;<\/p>\n

(b) Admitting a new Member. Any required adjustment to existing Members
\nInterest shall be shared equally between Nielsen and Digimarc.<\/p>\n

ARTICLE V
\nRIGHTS TO PATENTS, DATA AND IMPROVEMENTS; ANCILLARY LICENSES<\/p>\n

\n

5.01 Company Rights to Developed Intellectual Property<\/u><\/p>\n<\/p>\n

(a) Company shall own (and shall use commercially reasonable efforts to
\nensure that it shall own) all right, title and interest to all materials and
\nintellectual property first conceived or developed in the performance of work by
\nor for Company (including that under any services contract between either Member
\nand the Company) within the field of the Company Business (and for avoidance of
\ndoubt, in all events outside of the Excluded Scope), whether conceived or first
\nreduced to practice solely by Company or jointly with one or more of the Members
\nor third parties (“Company IP”), subject to the license granted to Nielsen and
\nDigimarc under Section 5.01(b).<\/p>\n

(b) Company agrees to grant and hereby grants a worldwide, non-exclusive,
\nroyalty free, nontransferable, irrevocable right and license under all
\nintellectual property owned<\/p>\n

12<\/p>\n

\n


\n<\/strong><\/p>\n

or licensable by the Company (including Company IP): (i) to Digimarc and its
\nAffiliates to make, have made, use, offer for sale, sell, import, lease, license
\nand otherwise transfer any product or service: (x) within the field of Digimarc
\nProducts and Services outside of the Company Business: and (y) upon the
\ndissolution of the Company under Article IX, within the field of the Company
\nBusiness; and (ii) to Nielsen and its Affiliates to make, have made, use, offer
\nfor sale, sell, import, lease, license and otherwise transfer any product or
\nservice: (x) within the field of Nielsen Products and Services outside of the
\nCompany Business (including, for the avoidance of doubt, [**] for [**]); and (y)
\nupon the dissolution of the Company under Article IX, within the field of the
\nCompany Business; provided, further<\/u>, that in the case of developments
\nthat are derivatives of underlying Digimarc Licensed IP or Nielsen Licensed IP
\nlicensed to the Company by a party, such license granted under this Section is
\nsubject to each party153s underlying rights.<\/p>\n<\/p>\n

5.02 Digimarc License and Services<\/u><\/p>\n<\/p>\n

(a) IP License<\/u>. Subject to the terms and conditions of this Agreement,
\nDigimarc hereby grants to the Company, as of the Effective Date, a worldwide,
\nnon-exclusive, royalty free, nontransferable, irrevocable license under any and
\nall Digimarc Licensed IP as reasonably required for use by or for the Company in
\nthe manufacture (by or for), development, marketing, offer for sale, sale,
\nimport, lease, license and other transfer to Company customers of Company
\nProducts within the scope of the Business.<\/p>\n<\/p>\n

(b) Previously Licensed Exclusive Grants<\/u>. Notwithstanding the above,
\nthe license granted in Subsection (a) is subject to previously licensed
\nexclusive grants by Digimarc in the following fields of use, which are not
\nlicensed to the Company:<\/p>\n

(i) domestic or international: driver licenses, passports, national, federal,
\nstate or local government identity cards and any other national, federal, state
\nor local government issued credentials;<\/p>\n<\/p>\n

(ii) embedding watermarks in [**] in the [**] for the purpose of [**]. For
\nthe avoidance of doubt, this does not include embedding watermarks in [**]; and\n<\/p>\n<\/p>\n

(iii) deterring the unauthorized digital reproduction of banknotes.<\/p>\n<\/p>\n

(c) No Implied Licenses<\/u>. Nothing contained in this Agreement will be
\nconstrued as conferring by implication, estoppel or otherwise, any license or
\nother right under any patent rights or other industrial or intellectual property
\nrights of Digimarc, except for the license expressly granted herein.<\/p>\n

(d) Services<\/u>. As more fully set forth in that certain Service
\nAgreement entered into simultaneously herewith and attached hereto as Schedule
\n5.02 (d), Digimarc shall provide incidental management support at no cost to the
\nCompany and will provide technical and development services within the scope of
\nthe Business to the Company over the following period in the following minimum
\namounts:<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

13<\/p>\n

\n\n\n\n\n\n\n\n
<\/p>\n

Remainder of 2009:<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

1.13 million<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2010:<\/p>\n<\/td>\n

\n

2.80 million<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2011:<\/p>\n<\/td>\n

\n

2.74 million<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

6.67 million<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event that Digimarc is retained to provide technical and developmental
\nservices to Newco 2, LLC during the periods referenced above, the amounts paid
\nby Newco 2, LLC shall be credited against the minimums due under this Section
\n5.02 (d).<\/p>\n

5.03. Nielsen Licenses and Services<\/u><\/p>\n<\/p>\n

(a) Nielsen Support and Data Services<\/u>. Nielsen shall provide
\nincidental management support at no cost to the Company and pursuant to the
\nterms and conditions substantially as set forth in the Nielsen Data License in
\nSchedule 5.03, to the extent the provisions of such form of license are not in
\nconflict with the terms of this Agreement, it will also irrevocably provide:\n<\/p>\n

(i) Free access to and use of any Nielsen Data Services as reasonably
\nrequired for the development and marketing of Company Products within the scope
\nof the Business. The Nielsen Data Services will be available through the variety
\nof means it is made available to Nielsen153s clients, including desktop based
\n(downloaded to a PC or sent via CD-ROM as delivered to current Nielsen clients)
\nor web based (Nielsen operates several web based report platforms). Free access
\nby the Company to Nielsen information assets (including Nielsen Data Services)
\nwill be via all means accessible to any client. The free access to specific
\nNielsen Data Services will be as reasonably required for the operation of any
\nCompany Product within the scope of the Business, or for evaluation of any such
\nCompany Product, as determined by the reasonable judgment of Company management;
\nand<\/p>\n

(ii) Free access to and use of Nielsen Data Services in the formats that they
\nexist in at the time of the delivery to the extent such Nielsen Data Services
\nare reasonably required for the development and marketing of Company Products
\nwithin the scope of the Business.<\/p>\n

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

(b) No Implied Licenses<\/u>. Nothing contained in this Agreement will be
\nconstrued as conferring by implication, estoppel or otherwise, any license or
\nother right under any patent rights or other industrial or intellectual property
\nrights of Nielsen, except for the license expressly granted herein.<\/p>\n

(c) IP License<\/u>. Subject to the terms and conditions of this Agreement,
\nNielsen hereby grants to the Company, as of the Effective Date, a worldwide,
\nnon-exclusive, royalty free, nontransferable, irrevocable license under any and
\nall Nielsen Licensed IP as reasonably required<\/p>\n

14<\/p>\n

\n

<\/p>\n

for use by or for the Company in the manufacture (by or for), development,
\nmarketing, offer for sale, sale, import, lease, license and other transfer to
\nCompany customers of Company Products within the scope of the Business.<\/p>\n

5.04 Ability to Grant Licenses<\/u><\/p>\n<\/p>\n

For purposes of certainty, nothing in this Agreement shall limit either
\nMember from granting exclusive licenses outside identified areas of the Company
\nBusiness and initial business plan as set forth in Section 2.02. All later
\nbusiness opportunities for the Company are subject to discussion and mutual
\nagreement, including whether exclusivity is commercially reasonable or
\nappropriate.<\/p>\n

5.05 Transitional Services; Real Estate<\/u><\/p>\n<\/p>\n

Any transitional, ongoing, administrative or other services and real estate
\narrangements of the Company shall be provided in accordance with the Approved
\nBusiness Plan and the Approved Budget.<\/p>\n<\/p>\n

ARTICLE VI
\nFUNDING, ALLOCATIONS, DISTRIBUTIONS AND CAPITAL ACCOUNTS<\/p>\n

\n

6.01. Funding; Capital Contributions<\/u><\/p>\n<\/p>\n

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

Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

July 1, 2009<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

350,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

October 1, 2009<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

350,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

January 1, 2010<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

April 1, 2010<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

July 1, 2010<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

October 1, 2010<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

January 1, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

April 1, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

July 1, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

October 1, 2011<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

400,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n

\n

<\/p>\n

6.02. Fiscal Year<\/u><\/p>\n<\/p>\n

The fiscal year of the Company shall be the calendar year.<\/p>\n

6.03. Distributions to the Members<\/u><\/p>\n<\/p>\n

The Company shall distribute to the Members any of the Company153s cash which,
\nin the judgment of the Members153 Committee, exceeds the minimum cash requirements
\nof the business for a reasonable period of time. Such excess cash distributions
\nshall be allocated between the Members in accordance with their Percentage
\nInterests.<\/p>\n<\/p>\n

(a) Capital Accounts<\/u>. The Company shall maintain a capital account for
\neach Member in accordance with Treas. Regs. \u00a7 1.704-1(b)(2)(iv) and
\nadministrative guidance issued with respect thereto (each such account as so
\nmaintained, a “Capital Account”). The provisions of this Agreement relating to
\nCapital Accounts are intended to comply with such provisions and related
\nprovisions issued with respect to section 704 of the Code and shall be
\ninterpreted consistently therewith. The Company shall have the authority to make
\nsuch adjustments to the Members153 Capital Accounts as may be required to cause
\nthe allocations made by the Company to comply with such provisions.<\/p>\n

(b) Adjustments to Capital Accounts<\/u>. At least once each taxable year
\nof the Company for United States tax purposes (as determined under Code section
\n706, a “Fiscal Year”), after adjusting each Member153s Capital Account for all
\ncontributions and distributions with respect to such Fiscal Year, the Company
\nshall allocate all profits and losses and items thereof in the following order
\nof priority: (A) First, (1) allocations of nonrecourse deductions shall be
\nallocated among the Members pro rata<\/em> in proportion to their Percentage
\nInterests under Treas. Regs. \u00a7 1.704-2, including, without limitation, Treas.
\nRegs. \u00a7 \u00a7 1.704-2(e) and 1.704-2(j)(1), (2) allocations of partner nonrecourse
\ndeductions attributable to a particular partner nonrecourse liability shall be
\nallocated to the Member who has the economic risk of loss for that liability to
\nthe extent required under Treas. Regs. \u00a7 \u00a7 1.704-2(i) and 1.704-2(j)(1), (3)
\nallocations of income and gain shall be made to Members whose share of
\npartnership minimum gain is reduced to the extent required under Treas. Regs. \u00a7 \u00a7
\n1.704-2(f) and 1.704-1(j)(2), (4) allocations of income and gain shall be made
\nto Members whose share of partner nonrecourse debt minimum gain is reduced to
\nthe extent required under Treas. Regs. \u00a7 \u00a7 1.704-2(i)(4) and 1.704-1(j)(2), and
\n(5) a Member who unexpectedly receives an adjustment, allocation, or
\ndistribution described in Treas. Regs. \u00a7
\n1.704-1(b)(2)(ii)(d<\/em>)(4<\/em>), (5<\/em>), or (6) shall be
\nallocated items of income and gain (consisting of a pro rata portion of each
\nitem of partnership income, including gross income, and gain for such year) in
\nan amount and manner sufficient to eliminate such deficit balance as quickly as
\npossible; and (B) all remaining profits and losses and items thereof shall be
\nallocated to the Members153 Capital Accounts in a manner such that, after such
\nallocations have been made, the balance of each Member153s Capital Account (which
\nmay be a positive, negative, or zero balance) shall equal (1) the amount that
\nwould be distributed to such Member, determined as if the Company were to sell
\nall of its assets for the section 704(b) Book Value (as defined below) thereof
\nand distribute the proceeds thereof (net of any sales commissions and other
\nsimilar transaction fees and payments required to be made to creditors) pursuant
\nto the relevant legal documents setting forth such distributions, minus
\n<\/em>(2) the sum of (a) such Member153s share of the “partnership minimum gain”
\n(as determined under Treas. Regs. \u00a7 \u00a7 1.704-2(d) and (g)) and<\/p>\n

16<\/p>\n

\n

<\/p>\n

“partner nonrecourse debt minimum gain” (as determined under Treas. Regs. \u00a7
\n1.704-2(i)), and (b) the amount, if any, that such Member is obligated (or is
\ndeemed for United States tax purposes to be obligated) to contribute, in its
\ncapacity as a Member, to the capital of the Company as of the last day of such
\nFiscal Year. Notwithstanding the preceding provisions of this paragraph, all
\nallocations of gain or loss recognized for Capital Accounting purposes in
\nconnection with property contributed by a Member to the Company that, on
\nliquidation of the Company would be distributed to that Member, shall be
\nspecially allocated to that Member.<\/p>\n

(c) Code Section 704(c)(1)(A)<\/u>. Except as provided in the following
\nprovisions of this Section 3, each item of taxable income, gain, loss,
\ndeduction, or credit shall be allocated in the same manner as its correlative
\nitem of “book” items allocated pursuant to Section 2. In accordance with Code
\nSection 704(c)(1)(A) (and the principles thereof) and Treas. Regs. \u00a7 1.704-3,
\nincome, gain, loss and deduction with respect to any property contributed to the
\ncapital of the Company, or after Company property has been revalued under Treas.
\nRegs. \u00a7 1.704-1(b)(2)(iv)(f<\/em>), shall, solely for United States federal,
\nstate and local tax purposes, be allocated among the Members so as to take into
\naccount any variation between the adjusted basis of such Company property to the
\nCompany for United States federal income tax purposes and its value as so
\ndetermined at the time of the contribution or revaluation of Company property.
\nThis Paragraph shall be construed to authorize the Company to utilize only the
\n“traditional method” described in Treas. Regs. \u00a7 1.704-3(b) unless all Members
\nagree otherwise. Any elections or other decisions relating to such allocations
\nshall be made by the Company. Allocations pursuant to this Paragraph are solely
\nfor United States tax purposes and shall not affect, or in any way be taken into
\naccount in computing, any Member153s Capital Account or share of profit, loss, or
\nother items, pursuant to any provision of this Agreement or otherwise affect the
\nMembers153 rights (including, without limitation, rights to distributions) and
\nobligations with respect to the Company.<\/p>\n

(d) Certain Definitions<\/u>.<\/em> For purposes of this Agreement: (A)
\nthe term “section 704(b) Book Value” means, with respect to any Company
\nproperty, the Company153s adjusted basis for United States tax purposes, adjusted
\nfrom time to time to reflect the adjustments required or permitted by Treas.
\nRegs. \u00a7 \u00a7 1.704-1(b)(2)(iv)(d) through (g<\/em>), provided<\/em> that on
\nthe date of the contribution of an asset to the Company, the section 704(b) Book
\nValue of any asset contributed to the Company shall be equal to the fair market
\nvalue (as reasonably determined by the Parties) of such asset on the date of
\nsuch contribution, (B) the term “Treas. Regs.” means Treasury Regulations issued
\nunder the Code, and (C) the term “profits and losses” shall mean the items of
\nprofit and loss of the Company (including separately stated items) as computed
\nunder Treas. Regs. \u00a7 1.704-1(b)(2)(iv).<\/p>\n

6.04. Certain Other Allocation Rules<\/u><\/p>\n<\/p>\n

(a) For purposes of determining the Profits, Losses, or any other items
\nallocable to any period, Profits, Losses, and any such other items shall be
\ndetermined on a daily, monthly or other basis, as determined by Members153
\nCommittee using any permissible method under Section 706 of the Code and the
\nTreasury Regulations thereunder.<\/p>\n<\/p>\n

(b) Except as otherwise provided in this Agreement, all items of Company
\nincome, gain, loss, deduction, and credit, for any fiscal year or other period,
\nand any other<\/p>\n<\/p>\n

17<\/p>\n

\n


\n<\/strong><\/p>\n

allocations not otherwise provided for shall be divided among the Members in
\nthe same proportions as they share Profits or Losses, as the case may be, for
\nsuch year or other period.<\/p>\n<\/p>\n

(c) All items of income, gain, loss, deduction and credits recognized by the
\nCompany for federal income tax purposes and allocated to the Members in
\naccordance with the provisions hereof and all basis allocations to the Members
\nshall be determined without regard to any election under section 754 of the Code
\nthat may be made by the Company; provided<\/u>, however<\/u>, such
\nallocations, once made, shall be adjusted as necessary or appropriate to take
\ninto account the adjustments permitted by sections 734 and 743 of the Code.<\/p>\n<\/p>\n

6.05 Additional Capital Contributions<\/u><\/p>\n<\/p>\n

If and when the Company has used all of the Initial Capital Contribution, the
\nMembers Committee may determine that the Company requires additional capital to
\nexpand the Business. The Members Committee shall notify the Members of the
\nrequired amount and each Member may, but shall not be required to, make a
\ncapital contribution in an amount equal to their Percent Interest portion of
\nsuch required capital.<\/p>\n

6.06 Member153s Failure To Make Capital Contributions<\/u><\/p>\n<\/p>\n

In case either Member (the “Non-Contributing Member”) elects not to make such
\na capital contribution, then the other Member (the “Other Member”) may elect to
\nexercise one or more of the provisions set forth below.<\/p>\n

(a) The Other Member may withdraw its additional capital contribution in an
\namount comparable to that which the Noncontributing Member failed to make.<\/p>\n

(b) The Other Member may advance for its own Capital Account (in addition to
\nits pro-rata share of the additional capital contribution), the additional
\ncapital contribution requested from the Noncontributing Member. Thereafter
\nallocations of excess cash distributions, net profits, and net losses, as well
\nas distributions of the Assets and properties of the Company upon termination of
\nthis Agreement shall be made to each Member accordance with revised Percentage
\nInterests determined in accordance with aggregate capital contributions made to
\nthe Company ignoring any prior return of Initial Capital Contributions or
\nAdditional Capital Contributions.<\/p>\n

6.07<\/u> <\/u>Accounting Procedures<\/u><\/p>\n<\/p>\n

(a) Accounting Principles<\/u>. The books of account of the Company shall
\nbe kept and maintained at the principal place of business of the Company, or at
\nsuch other place or places as shall be determined by the Members153 Committee. The
\nbooks of account and the Financial Statements of the Company shall be prepared
\nin accordance with GAAP, consistently applied, which shall be utilized in the
\npreparation of the books of account and Financial Statements of the Company.\n<\/p>\n

(b) Financial Statements<\/u>. The Company shall cause Financial Statements
\nto be prepared and furnished to each of the Members, as soon as is practicable
\nafter the end of each<\/p>\n

18<\/p>\n

\n

<\/p>\n

month, quarter and year, as the case may be, but in no event later than
\ntwelve (12) working days after the end of each month or quarter or twenty-five
\n(25) working days after the end of a year. The Financial Statements shall be
\nprepared in accordance with Section 6.05 (a) hereof, and shall be accompanied
\nby:<\/p>\n

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

(ii) an independent auditor153s report prepared by a firm of independent
\ncertified public accountants approved by the Members153 Committee, in the case of
\nFinancial Statements relating to a full fiscal year, if so requested by either
\nMember. The date that such certification shall be due will be prior to any SEC
\nregulatory filing dates for Digimarc and shall be completed simultaneously with
\nthe audit of Digimarc to take advantage of any efficiencies and synergies in
\npreparing for and completing such audits.<\/p>\n<\/p>\n

The president of the Company and the principal financial employee of the
\nCompany responsible for providing accounting services to the Company shall also
\nprovide each Member and the Members153 Committee with such other reports relating
\nto the operations of the Company as it may from time to time request. Any audit
\nunder subparagraph (i) or (ii) hereof shall be at the Company153s expense.<\/p>\n

6.08<\/u> <\/u>Principle Tax Matters<\/u><\/p>\n<\/p>\n

(a)The Members Committee shall designate the “tax matters partner” of the
\nCompany for United States federal income tax purposes (the “Tax Matters
\nMember<\/u>“). Pursuant to Section 6223(c) of the Code, upon receipt of notice
\nfrom the Internal Revenue Service (the “IRS<\/u>“) of the beginning of an
\nadministrative proceeding with respect to the Company, the Tax Matters Member
\nshall furnish the IRS with the name, address and profit interest of each of the
\nMembers provided<\/u>, however<\/u>, that such information is provided to
\nthe Tax Matters Member by the Members.<\/p>\n<\/p>\n

(b) The Tax Matters Member shall, with the prior approval of the Members153
\nCommittee, be permitted to:<\/p>\n

(i) enter into any settlement with the IRS with respect to any administrative
\nor judicial proceedings for the adjustment of the Company items required to be
\ntaken into account by a Member for income tax purposes (such administrative
\nproceedings being referred to as a “Tax Audit<\/u>” and such judicial
\nproceedings being referred to as “Judicial Review<\/u>“);<\/p>\n

(ii) in the event that a notice of a final administrative adjustment at the
\nCompany level of any item required to be taken into account by a Member for tax
\npurposes (a “Final Adjustment<\/u>“) is mailed to the Tax Matters Member, seek
\nJudicial Review of such Final Adjustment, including the filing of a petition for
\nreadjustment with the Tax Court or the United States Claims Court, or the filing
\nof a complaint for refund with the District Court of the United States for the
\ndistrict in which the Company153s principal place of business is located;<\/p>\n

19<\/p>\n

\n


\n<\/strong><\/p>\n

(iii) file a request for an administrative adjustment with the IRS at any
\ntime and, if any part of such request is not allowed by the IRS, to file an
\nappropriate pleading (petition or complaint) for Judicial Review with respect to
\nsuch request;<\/p>\n<\/p>\n

(iv) enter into an agreement with the IRS to extend the period for assessing
\nany tax which is attributable to any item required to be taken into account by a
\nMember for tax purposes, or an item affected by such item; and<\/p>\n<\/p>\n

(v) take any other action on behalf of the Members in connection with any Tax
\nAudit or Judicial Review proceeding.<\/p>\n<\/p>\n

The Tax Matters Member shall consult with the other Member (that is not the
\nTax Matters Member) and receive the other Member153s written approval before
\ntaking any action pursuant to this Section 6.06(b) and show the other Member the
\nrelevant paperwork that such Member requests associated with such action. In the
\ncase of a disagreement between the Tax Matters Member and the other Member, an
\naccounting firm to be selected by the Members153 Committee will resolve such
\ndisputes.<\/p>\n

The Tax Matters Member shall receive no compensation for its services. All
\nthird party costs and expenses incurred by the Tax Matters Member in performing
\nits duties as such (including legal and accounting fees and any out-of-pocket
\nexpenses) shall be borne by the Company. Nothing herein shall be construed to
\nrestrict the Company from engaging an accounting firm or other experts or
\nconsultants to assist the Tax Matters Member in discharging its duties
\nhereunder, so long as the compensation paid by the Company for such services is
\nreasonable.<\/p>\n

(c) Unless the Members shall determine that other methods of allocations are
\nrequired by the Code or applicable Treasury Regulations, each item of income,
\ngain, loss and credit of the Company shall be allocated between the Members in
\naccordance with their Percentage Interests for the fiscal year (or portion
\nthereof) to which the item relates.<\/p>\n<\/p>\n

6.09 Payment and Withholding of Certain Taxes<\/u><\/p>\n<\/p>\n

(a) The Company may withhold taxes from distributions to any Member, or
\notherwise pay taxes on a Member153s allocable share of Company items of income and
\ngain, to the extent permitted by Section 6.12(b)<\/u> below. For purposes of
\nthis Agreement, any amount of taxes so paid or withheld with respect to any
\nMember shall be deemed to be a distribution to such Member and shall reduce the
\napplicable amount otherwise distributable to such Member and, as necessary, the
\nnext distributions to be made to that Member, pursuant to this Agreement.<\/p>\n<\/p>\n

(b) Notwithstanding anything to the contrary herein, to the extent that the
\nCompany is required, pursuant to any applicable law, (i) to pay tax (including
\nestimated tax) on a Member153s allocable share of Company items of income or gain,
\nwhether or not distributed, or (ii) to withhold and pay over to the tax
\nauthorities any portion of a distribution otherwise distributable to a Member,
\nthe Company may withhold and pay over such tax or such withheld amount to the
\ntax authorities, and such amount shall be treated as a distribution to such
\nMember at the time it is paid to the tax authorities.<\/p>\n<\/p>\n

20<\/p>\n

\n

6.10 Organizational Expenses<\/u><\/p>\n

The Company shall elect to deduct expenses, if any, incurred by it in
\norganizing the Company ratably over a 180-month period as provided in Section
\n709 of the Code and the regulations promulgated thereunder.<\/p>\n

6.11 Classification<\/u><\/p>\n

The Company will file information returns in a manner consistent with
\ntreatment of the Company as a partnership for United States federal income tax
\npurposes and will not elect to be treated as a corporation for United States
\nfederal income tax purposes.<\/p>\n

ARTICLE VII
\nBUDGETS AND BUSINESS PLANS<\/p>\n

\n

7.01. Business Plans and Budgets<\/u><\/p>\n

(a) Prior to the 15th of November of each year, commencing in November, 2009,
\nthe President, on behalf of the Company, shall submit to the Members153 Committee
\nfor its review and comment a preliminary two-year combined business plan
\ncommencing with the following year, which is proposed for the Company. Within
\nten (10) business days thereof, the Members153 Committee shall provide its
\nresponse to the President and a final business plan shall be submitted by
\nDecember 1st and approved by the Members153 Committee by January 1st of the
\nfollowing year.<\/p>\n<\/p>\n

(b) On or before the 15th of November of each year, commencing in November
\n2009, the Company shall submit to the Members153 Committee for its review and
\ncomment a preliminary budget which is proposed for the Company for the following
\ntwo (2) years. Within ten (10) business days thereof, the Members153 Committee
\nshall provide its response to the President and a final budget for the following
\ntwo (2) years shall be submitted by December 15th, and approved by the Members153
\nCommittee by January 1st of the following year.<\/p>\n<\/p>\n

7.02. Approval by the Members153 Committee<\/u><\/p>\n

If approved by the Members153 Committee in accordance with the terms of Section
\n7.01 hereof, the proposed two-year business plan shall become the Approved
\nBusiness Plan for the applicable three-year (or shorter) period, and the
\nproposed budget for the following two (2) years shall become the Approved Budget
\nfor the applicable two (2) year (or shorter) period under Section 7.01(b)
\nhereof.<\/p>\n

7.03. Default Budget<\/u><\/p>\n

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

21<\/p>\n

\n

<\/p>\n

most recent Approved Budget expires and no further budget is approved by the
\nMembers153 Committee, there shall be a Default Budget (as defined below) for the
\nnext ensuing year. The default budget (a “Default Budget<\/u>“) shall be equal
\nto the annualized operating expenditures of the Company for the most recent
\nthree months.<\/p>\n

7.04. Default Business Plan<\/u><\/p>\n

In the event a two-year business plan which is submitted to the Members153
\nCommittee shall not be adopted pursuant to Sections 7.01 and 7.02 hereof, the
\nApproved Business Plan which is then in effect shall continue to be the Approved
\nBusiness Plan of the Company, except that the projected budget contained therein
\nfor any relevant year shall be deemed to have been superseded by the Approved
\nBudget or Default Budget, as applicable, for such year. If the most recent
\nApproved Business Plan expires and no further business plan is approved by the
\nMembers153 Committee, then the Company shall continue operating on a basis
\nconsistent with the last year of the most recent Approved Business Plan.<\/p>\n

ARTICLE VIII
\nCERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS<\/p>\n

\n

8.01. Authorization<\/u><\/p>\n

Each Member represents and warrants to the other Member that it has taken all
\naction necessary for the authorization, execution, delivery and performance by
\nit of this Agreement, and that when this Agreement is executed, it will
\nconstitute its valid and binding obligation in accordance with its terms. Each
\nMember represents and warrants it has all necessary corporate and other power
\nwith respect to the foregoing.<\/p>\n

8.02. Absence of Conflict<\/u><\/p>\n

Each Member represents and warrants to the other Member that neither the
\nexecution, delivery or performance of this Agreement, or any patent or other
\nLicense Agreements executed contemporaneously herewith, or any other Related
\nAgreements being executed and delivered simultaneously herewith to which it is a
\nparty, nor the consummation of the transactions herein or therein contemplated,
\nnor the fulfillment of or compliance with the terms and conditions hereof or
\nthereof, will (nor with the giving of notice or lapse of time would) (a)
\nconflict with its Certificate of Incorporation, Bylaws or other instrument
\npursuant to which it is organized, as amended or restated and as currently in
\neffect or (b) result in a breach of or constitute a default under or conflict
\nwith any material contract, agreement or instrument to which it is a party or by
\nwhich it or any of its Assets are bound (including, without limitation, any
\nagreements with any banks or other lenders to which either Member or any of its
\nAffiliates are a party or subject), or (c) violate any law, rule or regulation
\napplicable to it or any of its Assets. Any third party, governmental or
\nadministrative consents or approvals which are required in connection with the
\nforegoing have been obtained and are in full force and effect.<\/p>\n

22<\/p>\n

\n

<\/p>\n

8.03. Certain Covenant<\/u><\/p>\n

Each Member covenants and agrees to use commercially reasonable efforts to
\ncause the Company to abide by the provisions of Section 2.03 and 4.03 hereof.\n<\/p>\n<\/p>\n

8.04. Restricted Transfer of the Company Interest<\/u><\/p>\n

A Member may not, without the prior written consent of the other Member,
\nsell, assign, encumber or otherwise transfer (directly or indirectly, through
\none or more transactions, and whether voluntary, involuntary, by operation of
\nlaw or otherwise) its Interest in the Company or any part thereof to any Person.
\nNotwithstanding the previous sentence, either Member may transfer its Interest:
\n(i) by operation of law, pursuant to a merger, consolidation, reorganization,
\nstatutory conversion, amalgamation or similar corporate transaction; or (ii) in
\nconnection with a sale or other transfer of all or substantially all of its
\nassets or business; or (iii) upon receiving the written consent of the other
\nMember, which consent shall not be unreasonably withheld, to an Affiliate which
\nis wholly owned by, or which wholly owns, such Member. It shall be a condition
\nprecedent to any transfer that the transferee agrees in writing to be bound by
\nthe terms of this Agreement. Any transfer that is not made in strict compliance
\nwith the terms of this Section 8.04 shall be null and void.<\/p>\n

ARTICLE IX
\nDISSOLUTION<\/p>\n

\n

9.01. Dissolution<\/u><\/p>\n

(a) Dissolution by Mutual Agreement<\/u>. The Members may dissolve the
\nCompany at any time by execution of a written agreement signed by a duly
\nauthorized officer of each Member stating that the Members wish to terminate
\nthis Agreement and setting forth terms for the disposition or allocation of the
\nassets, liabilities and rights and obligations of the Company.<\/p>\n<\/p>\n

(b) Dissolution By Either Member<\/u>. Either Member shall have the right
\nto initiate proceedings to dissolve the Company if:<\/p>\n<\/p>\n

(i) the other party fails to make the Initial Capital Contribution; or<\/p>\n<\/p>\n

(ii) the Company fails to have sufficient cash to meet its financial
\nobligations as they become due in the ordinary course; provided, that the Member
\ninitiating such proceedings must be in compliance with its obligation to make
\nits Initial Capital Contribution and any other Capital Contribution agreed to by
\nthe Members; or<\/p>\n<\/p>\n

(iii) the Company is in material breach of the provisions of 2.03 or 4.03
\nhereof, and has not cured the material breach in a reasonable time after receipt
\nof notice by the Member initiating such proceedings; or<\/p>\n<\/p>\n

(iv) by the end of 2013, the Company is no longer solvent or is not
\ngenerating at least [**] dollars of annualized revenues from unrelated entities.\n<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

23<\/p>\n

\n

<\/p>\n

9.02. Liquidation<\/u><\/p>\n

(a) Upon the dissolution of the Company, the Members153 Committee shall seek to
\nresolve all issues of ownership, separation and distribution of Company assets,
\nto make settlement and payment of all Company obligations, and to wind up and
\nliquidate the affairs of the Company in an orderly and businesslike manner. If
\nthe Members153 Committee cannot reach such an agreement, they shall appoint a
\nPerson to act as liquidator to wind up the Company. The liquidator shall have
\nfull power and authority to sell, assign, and encumber any or all of the
\nCompany153s assets and to wind up and liquidate the affairs of the Company in an
\norderly and businesslike manner. All proceeds from liquidation and any remaining
\nfunds or assets of the Company shall be distributed in the following order of
\npriority: (i) to the payment of debts and liabilities of the Company (including,
\nto the extent permitted by the Act, debts of the Company that are owed to a
\nMember) and the expenses of liquidation; (ii) to the setting up of such reserves
\n(including, cash escrow accounts) as the liquidator may reasonably deem
\nnecessary for any contingent liabilities of the Company; and (iii) by
\ndistribution of cash or property (at the election of each Member), to the
\nMembers in accordance with their Percentage Interests.<\/p>\n

(b) If a Member elects to take its distribution in cash, and sufficient cash
\nis not available to make the full cash distribution to each Member, the
\nliquidator shall sell at fair market value Company property as necessary to make
\nsuch distribution in cash. The other Members may purchase the property sold at
\nits fair market value.<\/p>\n

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

(d) Any distributions to the Members pursuant to this Section 9.02 shall be
\nmade in accordance with the time requirements set forth in Treasury Regulation
\nsection 1.704-1(b)(2)(ii)(b)(2).<\/p>\n

ARTICLE X
\nFORCE MAJEURE<\/p>\n

\n

A Member whose performance hereunder is prevented by an event or condition of
\nForce Majeure, upon providing written notice to the other Member of such event
\nor condition, shall be excused from performance to the extent such event or
\ncondition prevents its performance, provided<\/u> that the Member so affected
\nshall use reasonable efforts to avoid or remove the cause of nonperformance and
\nshall continue performance hereunder immediately upon the removal of such
\ncauses.<\/p>\n

24<\/p>\n

\n


\n<\/strong><\/p>\n

ARTICLE XI
\nLIABILITY AND INSURANCE<\/p>\n

\n

11.01. Liability<\/u><\/p>\n

To the fullest extent permitted by law, the debts, obligations and
\nliabilities of the Company, whether arising in contract, tort or otherwise,
\nshall be solely the debts, obligations and liabilities of the Company, and no
\nMember shall be obligated personally for any such debt, obligation or liability
\nof the Company solely by reason of being a Member.<\/p>\n

11.02. Insurance<\/u><\/p>\n

The Company shall purchase and maintain directors153 and officers153 errors and
\nomissions insurance, to the extent and in such amounts as the Members153 Committee
\nshall, in its discretion, deem reasonable.<\/p>\n

ARTICLE XII
\nGENERAL PROVISIONS<\/p>\n

\n

12.01. No Publicity or Advertisement Without Prior Consultation<\/u><\/p>\n

Except after consultation with the other parties to this Agreement, none of
\nthe Members or the Company shall, and each of the parties shall use its
\nreasonable efforts to assure that none of its officers, directors, employees,
\nagents or advisors shall, publicize, advertise, announce or describe to any
\ngovernmental entity or other third person the terms of this Agreement, the
\nparties hereto or the transactions contemplated hereby, except as it believes in
\ngood faith to be required by applicable law, regulation, or stock market rules
\nor as permitted pursuant to this Agreement.<\/p>\n

12.02. Severability<\/u><\/p>\n

Any portion or provision of this Agreement which is invalid, illegal or
\nunenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
\nto the extent of such invalidity, illegality or unenforceability, without
\naffecting in any way the remaining portions or provisions hereof in such
\njurisdiction or, to the extent permitted by law, rendering that or any other
\nportion or provision hereof invalid, illegal or unenforceable in any other
\njurisdiction.<\/p>\n

12.03. Article and Section Headings, Schedules and Exhibits<\/u><\/p>\n

The Article and Section headings included in this Agreement are for the
\nconvenience of the parties only and shall not affect the construction or
\ninterpretation of this Agreement. Schedules and Exhibits referred to in this
\nAgreement are an integral part of this Agreement.<\/p>\n

25<\/p>\n

\n

<\/p>\n

12.04. Counterparts<\/u><\/p>\n

This Agreement and any documents executed pursuant hereto may be executed in
\nany number of counterparts, each one of which shall be an original and all of
\nwhich shall constitute one and the same document.<\/p>\n

12.05. Gender and Number<\/u><\/p>\n

In this Agreement (unless the context requires otherwise), the masculine,
\nfeminine and neuter genders and the singular and the plural include one another.\n<\/p>\n

12.06. Expenses<\/u><\/p>\n

Unless otherwise provided in this Agreement, the parties shall each bear
\ntheir own fees and expenses incurred in connection with this Agreement and the
\ntransactions contemplated hereby (including without limitation all fees and
\nexpenses of counsel).<\/p>\n

12.07. Notices<\/u><\/p>\n

All notices given pursuant to this Agreement shall be in writing and be
\npersonally delivered or mailed with postage prepaid, by registered or certified
\nmail, return receipt requested to the address set forth below or such other
\naddress as a party may from time to time specify in writing to the other party.
\nIf so mailed and also sent by telegram or facsimile machine, the notice will
\nconclusively be deemed to have been received on the business day next occurring
\n48 hours after the latest to occur of such mailing and telegraphic or facsimile
\ncommunication; otherwise, no notice shall be deemed given until it actually
\narrives at the address in question. The addressees to which notices are
\ninitially to be sent are as follows:<\/p>\n

(a) If to Digimarc:<\/p>\n<\/p>\n

Digimarc Corporation
\n9405 SW Gemini Drive<\/p>\n

Beaverton, Oregon 97008
\nAttention: Bruce Davis, CEO<\/p>\n

with a copy to Robert Chamness, Chief Legal Officer and Secretary<\/p>\n

Facsimile No.: (503) 469-4771<\/p>\n

(b) If to Nielsen:<\/p>\n<\/p>\n

The Nielsen Company (US) LLC<\/p>\n

770 Broadway<\/p>\n

New York, NY 10003<\/p>\n

Attention: Itzhak Fisher, Global Product Leadership<\/p>\n

with a copy to the Chief Legal Officer<\/p>\n

Facsimile No.: (646) 654-8318<\/p>\n

26<\/p>\n

\n

<\/p>\n

12.08. No Third Party Beneficiaries<\/u><\/p>\n

No employee of the Company (or his\/her spouse or beneficiary), or any other
\nPerson not a party to this Agreement, shall be entitled to assert any claim
\nhereunder. This Agreement shall be binding upon and inure to the benefit only of
\nthe parties hereto and their respective successors. Notwithstanding any other
\nprovisions to the contrary except with respect to such successors, it is not
\nintended and shall not be construed for the benefit of any third party or any
\nPerson not a signatory hereto. In no event shall this Agreement constitute a
\nthird party beneficiary contract.<\/p>\n

12.09. Governing Law; Arbitration<\/u><\/p>\n

This Agreement is governed by, and is to be construed and interpreted in
\naccordance with, the law of the State of Delaware, without giving effect to the
\nconflict of law principles thereof. Any controversy or claim arising out of or
\nrelating to this Agreement, or the breach thereof, shall be settled by
\narbitration in Beaverton, Oregon, in accordance with the Commercial Arbitration
\nRules of the American Arbitration Association. Unless otherwise agreed in
\nwriting by the parties, the arbitration panel shall have no authority to amend
\nor contravene this Agreement, to expand or otherwise modify the scope of the
\nBusiness of the Company or to make any award or finding contrary to the
\nprovisions of an applicable Approved Budget or Approved Business Plan. The
\nprevailing party in the arbitration shall be entitled to recoup its reasonable
\nattorneys fees from the other party as part of any judgment entered. Judgment on
\nthe award may be entered in any court having jurisdiction thereof.<\/p>\n

12.10. Modifications, Amendments or Waivers<\/u><\/p>\n

Except as otherwise provided herein, provisions of this Agreement may be
\nmodified, amended or waived only by a written document specifically identifying
\nthis Agreement and signed by a duly authorized executive officer of each Member.\n<\/p>\n

12.11. Assignment, Successors and Assigns<\/u><\/p>\n

Except as set forth in Section 8.04 hereof, without the other Member153s prior
\nwritten consent, this Agreement and the rights and obligations hereunder shall
\nnot be assignable by any Member. This Agreement and the rights and obligations
\nhereunder shall be binding upon, and inure to the benefit of, the respective
\nsuccessors and permitted assigns of the parties hereto. Notwithstanding anything
\nto the contrary in this Agreement, in the event that either party assigns this
\nAgreement and the rights and obligations hereunder to an unrelated third party,
\nsuch that the assigning party ceases to function or exist as a separate business
\nentity, the rights and license granted to the Company under either Member153s
\nLicensed Patents in this Agreement shall include only those patents and patent
\napplications that were part of the definition of that Member153s Licensed Patents
\nprior to the date of such assignment and having an effective filing date prior
\nto the date of such assignment (including reissues, reexaminations,
\ncontinuations, divisionals, continuations-in-part, extensions, substitutions,
\nrenewals, foreign counterparts and equivalents thereof) and patents issuing
\ntherefrom and patents claiming priority to such patents or patent applications
\nhaving an effective filing date prior to the date of such assignment. For the
\navoidance of doubt, no patents of any entity that acquires either Party after
\nthe Effective Date are within the definition of Digimarc Licensed Patents or
\nNielsen Licensed Patents.<\/p>\n

27<\/p>\n

\n

<\/p>\n

12.12. Joint Preparation<\/u><\/p>\n

This Agreement has been jointly prepared by the Members and the provisions of
\nthis Agreement shall not be construed more strictly against any Member as a
\nresult of its participation in such preparation.<\/p>\n

12.13. Entire Agreement; Termination of Prior Agreement<\/u><\/p>\n

This Agreement (including the Schedules and Exhibits hereto) constitutes the
\nentire agreement of the Members with respect to the subject matter hereof and
\nsupersede all prior written or oral and all contemporaneous oral agreements,
\nunderstandings and negotiations between the Members with respect to the subject
\nmatter hereof.<\/p>\n

12.14. Further Assurances<\/u><\/p>\n

Each Member shall fully and faithfully carry out all its respective
\nagreements and covenants expressly set forth in this Agreement. Each of the
\nMembers agrees to execute, acknowledge and deliver such additional documents and
\ntake such further actions, as may reasonably be required from time to time to
\ncarry out each of the provisions, and the intent, of this Agreement, and every
\nagreement or document relating hereto, or entered into in connection herewith.\n<\/p>\n

12.15. Securities Disclosures and Public Announcements<\/u><\/p>\n

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

12.16. Confidentiality<\/u><\/p>\n

Subject to Section 12.15, each party agrees that it will treat any provisions
\nof this Agreement not required to be publically disclosed as confidential and
\nwill handle confidential information of the other party in a manner consistent
\nwith the policies and practices of that party for handling its own confidential
\ninformation and in no case with less than a reasonable standard of care.
\nNotwithstanding the foregoing, either party may provide a copy of this Agreement
\nto a third party considering in good faith a bona fide transaction as
\ncontemplated in Sections 8.04 or 12.11, provided that such third party agrees in
\nwriting to be bound to a confidentiality agreement customary to such
\ntransactions and prohibiting use of its knowledge of this Agreement or its
\nprovisions for any competitive purpose. If the entire Agreement is terminated,
\nthe obligations set out in this Section will extend for a period of five (5)
\nyears from this termination date.<\/p>\n

28<\/p>\n

\n

<\/p>\n

12.17. Bankruptcy<\/u><\/p>\n

Any intellectual property licenses and rights granted hereunder or pursuant
\nhereto are, and will be deemed to be, for purposes of Section 365(n) of the
\nUnited States Bankruptcy Code (“Code”) licenses of “intellectual property”, as
\ndefined under the Code. Notwithstanding any provision contained herein to the
\ncontrary, if a party is under any proceeding under the Code and the trustee in
\nbankruptcy of that party, or that party as a debtor in possession, rightfully
\nelects to reject this Agreement, then the other party pursuant to the relevant
\nportions of Section 365(n) of the Code may retain any and all of such other
\nparty153s licenses and rights hereunder to the maximum extent permitted by law.\n<\/p>\n

12.18. Survival<\/u><\/p>\n

Any rights and obligations which by their nature (or explicit statement)
\nsurvive and continue after any expiration or termination of this Agreement will
\nsurvive and continue and will bind the parties and their successors and assigns,
\nuntil such obligations are fulfilled. For avoidance of doubt, upon expiration or
\ntermination of this Agreement, the provisions of Sections 2.03, 2.04, 3.06,
\n5.01, 5.02, 5.03, 5.04, 8.04, 9.01, 12.07, 12.08, 12.09, 12.11, 12.16, and 12.17
\nwill survive and remain in effect until fulfilled.<\/p>\n

End of text; the signature page follows<\/p>\n

29<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, the members hereto have caused this Agreement to be
\nexecuted by their duly authorized representatives, effective as of the Effective
\nDate.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

DIGIMARC CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Bruce Davis<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Bruce Davis<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Its: Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

THE NIELSEN COMPANY (US) LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Itzhak Fisher<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Itzhak Fisher<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Its: Global Product Leadership<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

<\/p>\n

Schedule 4.01<\/u><\/strong><\/p>\n

Members153 Committee<\/u><\/strong><\/p>\n

Digimarc Representatives<\/u>:<\/p>\n

1. Bruce Davis<\/p>\n

2. Robert Chamness<\/p>\n

Nielsen Representatives<\/u>:<\/p>\n

1. Itzhak Fisher<\/p>\n

2. Bruce Haymes<\/p>\n

\n

<\/p>\n

Schedule 5.02<\/u><\/strong><\/p>\n

Excluded Patents<\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

Patent No.\/Serial No.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Title<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

USPN [**]<\/p>\n<\/td>\n

<\/td>\n\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

USPN [**] (a continuation of USPN [**])<\/p>\n<\/td>\n

<\/td>\n\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

USPN [**]<\/p>\n<\/td>\n

<\/td>\n\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

USPN [**]<\/p>\n<\/td>\n

<\/td>\n\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

and any reissues, continuations, continuations-in-part, divisionals,
\nextensions, re-examinations, substitutions, renewals and foreign counterparts
\nand equivalents of those patents.<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

\n

Schedule 5.02 (d)<\/u><\/strong><\/p>\n

Services Agreement<\/u><\/strong><\/p>\n

\n

<\/p>\n

Schedule 5.02 (d)<\/strong><\/p>\n

DEVELOPMENT SERVICES AGREEMENT<\/strong><\/p>\n

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

For good and valuable consideration as stated herein, the parties hereby
\nagree as follows:<\/p>\n

This Agreement is entered into contemporaneously with, and appended as a
\nschedule to, the Limited Liability Company Agreement of [Newco 1, LLC].<\/p>\n

The effective date of this Agreement is July 1, 2009 (“Effective Date”).<\/p>\n

Definitions of terms defined in the Limited Liability Company Agreement of
\n[Newco 1, LLC] are not repeated here.<\/p>\n

1. IP Ownership and License Grants.<\/strong><\/p>\n

1.1. Technology and Patents Developed Pursuant to Development Services
\nAgreement<\/u>. Ownership and licensing of intellectual property shall be
\nconsistent with section 5.01 of the Limited Liability Company Agreement of
\n[Newco 1, LLC] with respect to the Digimarc Services provided for herein.<\/p>\n

2. Digimarc Services.<\/strong><\/p>\n

2.1. Authorized Services.<\/u> Digimarc will perform services for Newco 1
\nrelating to the development of Newco 1 products and services (the “Digimarc
\nServices”), including research, development, engineering, quality assurance,
\nmarket research and development, strategic planning, strategy development,
\nbusiness development, project management, reporting, and such other services or
\nactivities as will be determined from time to time by the management of Newco 1
\nand the Members153 Committee of Newco 1. Digimarc will perform the Digimarc
\nServices in good faith and with a reasonable standard of quality, but in no
\nevent with a standard of quality less than that Digimarc employs for services
\nDigimarc performs for itself. <\/em>The Digimarc Services shall not include
\nany time or labor spent by Digimarc in its own strategic planning or the
\nmanagement of its own organization, outside of the management of the specific
\nactivities to be conducted as part of such Services.<\/p>\n

2.2. Annual Work Plan.<\/u> The particular Digimarc Services to be
\nperformed and expenditures to be made by Digimarc shall be set forth in an
\nannual work<\/p>\n

\n

<\/p>\n

plan and budget (the “Annual Work Plan”) as adopted and approved by the
\nmanagement of Newco 1. The parties shall mutually agree upon a process for
\ndetermining the Annual Work Plan consistent with the Approved Budget and
\nApproved Business Plan process of and for Newco 1. The Annual Work Plan shall
\nstate reasonable and specific objectives to be met by Digimarc, and which shall
\ntake into account Newco 1153s strategic goals and operational experience,
\nDigimarc153s resources and capabilities to assist Newco 1 in achieving those
\ngoals, and the market conditions then prevailing. The parties shall also
\nmutually agree upon an informal process for change management and for resolving
\ndisputes concerning determination of the Annual Work Plan. In all events,
\nDigimarc shall make resources available in each year covered by a timely
\nsubmitted and reasonable Annual Work Plan (a “Plan Year”) sufficient to perform
\nthe Digimarc Services identified in the Annual Work Plan. The first Plan Year
\nfor the rest of 2009 will begin on July 1, 2009, prior to completion of the
\nAnnual Work Plan, based upon a short statement of work to be agreed upon by the
\nparties. The Annual Work Plan for 2010 will be determined as soon as practicable
\nthereafter, and no later than December 31, 2009. Successive Annual Work Plans
\nshall be determined no later than ninety (90) days prior to the beginning of
\neach subsequent Plan Year. If Digimarc reasonably believes that any requested
\nchanges to the Annual Work Plan will result in additional expenditures exceeding
\nthose approved by Newco 1 in the Annual Work Plan, it shall so inform Newco 1.
\nIf Newco 1 and Digimarc agree to the requested changes and such additional
\nexpenditures, they shall amend the Annual Work Plan to reflect such changes.
\nUnless the Members153 Committee of Newco 1 authorizes such additional expenditures
\nin writing, Newco 1 shall not be obligated to pay for Digimarc Services in
\nexcess of the larger of (a) the amount set forth in the Annual Work Plan
\n(including as amended pursuant to the preceding sentence) or (b) the Service
\nMinimum Fee (as defined below).<\/p>\n

2.3. Quarterly Reporting and Review<\/u>. Within thirty (30) days following
\nthe end of each quarter during each Plan Year, Digimarc shall provide reports
\nstating its progress in achieving the objectives set forth in the Annual Work
\nPlan, and describing in detail the Digimarc Services performed and expenditures
\nmade in that quarter. The parties shall mutually agree upon a process for a
\njoint quarterly review of Digimarc153s progress in achieving the objectives set
\nforth in the Annual Work Plan, and for considering any changes that either Newco
\n1 or Digimarc may propose to the Annual Work Plan.<\/p>\n

2.4. Minimum Service Fees.<\/u> Subject to any termination of its
\nobligation to engage Digimarc to perform the Digimarc Services, Newco 1 shall
\npay, in equal quarterly payments as set forth below, the following minimum
\nannual amounts for Digimarc Services in each Plan Year (the “Minimum Service
\nFees”):<\/p>\n\n\n\n\n\n
\n

Annual Work Plan Period<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Plan Year 2009<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Plan Year 2010<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Plan Year 2011<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Minimum Fees<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1.13 million<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2.80 million<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2.74 million<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event that Digimarc is retained to provide development services to
\n[Newco 2, LLC] during the term of this Agreement, the amounts paid by [Newco 2,
\nLLC] shall be<\/p>\n

\n

<\/p>\n

credited against the minimums set forth above. Quarterly payments of such
\nfees, including Minimum Service Fees, will be due and payable to Digimarc only
\nfor those quarters in which Digimarc performs Digimarc Services in accordance
\nwith a timely submitted and reasonable Annual Work Plan, at such levels as would
\nbe sufficient to generate the Minimum Service Fees as set forth above; or if
\nNewco 1 fails to timely submit a reasonable Annual Work Plan, in which Digimarc
\nwas ready, willing and able to perform such level of Digimarc Services.
\nQuarterly Minimum Service Fee payments are due and payable to Digimarc on the
\nfirst day of each quarter in which the Digimarc Services are to be provided.
\nMinimum Service Fees do not include any hardware, equipment or software
\npurchased on behalf of Newco 1 by Digimarc. Hardware, equipment or software will
\nonly be purchased on behalf of Newco 1 by Digimarc upon written approval by
\nNewco 1 and will be charged back to Newco 1 with no markup.<\/p>\n

2.5. Labor Rates.<\/u> Labor rates charged for Digimarc Services will be as
\nshown in Appendix A. The labor rates will be increased on January 1 of each year
\nbased on the report used by Digimarc for evaluating annual labor rates for
\nsimilar project work, reflecting an determination of average rates of wage and
\nbenefits cost inflation, and may otherwise be adjusted by mutual agreement of
\nthe parties. The Members shall have an opportunity to review the aforementioned
\nlabor report prior to implementation of any annual labor rate adjustments.<\/p>\n

2.6. Digimarc Services Payment Schedule and Invoice.<\/u> Digimarc shall
\nfurnish an invoice to Newco 1 following each quarter of any Plan Year. The
\ninvoice shall be accompanied by an itemization of the Digimarc Services actually
\nperformed in that quarter, including an identification of individual
\ntimekeepers, their respective hours and rates, and the nature of the work
\nperformed by them with reference to the objectives of the Annual Work Plan. The
\ninvoice shall also be accompanied by an itemization of those out-of-pocket
\nexpenditures reasonably incurred by Digimarc in performing the Digimarc
\nServices, reimbursement of which shall be included in the Minimum Service Fees.
\nWithin thirty (30) days of receipt of such invoice, Newco 1 shall pay for
\nDigimarc Services actually performed by Digimarc in accordance with the
\nthen-current Annual Work Plan in that quarter to the extent that the Digimarc
\nServices actually performed by Digimarc within that Plan Year to date, as
\nreflected in the cumulative quarterly invoices for that Plan Year, exceed the
\nMinimum Service Fees owed for that Plan Year cumulatively to date. If the amount
\nof Digimarc Services actually performed and invoiced in that quarter, when added
\nto the amount of Digimarc Services actually performed and invoiced in prior
\nquarters of that Plan Year, is less than the Minimum Service Fees owed for that
\nPlan Year cumulatively to date, Newco 1 shall [**].<\/p>\n

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

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

\n

<\/p>\n

for the purpose of determining whether Digimarc153s invoices and quarterly
\nreports for that Plan Year are accurate; provided, however, that Digimarc may
\nredact such documents to preserve the confidentiality of Digimarc proprietary
\ninformation that is not necessary to verify the accuracy of the invoices or
\nquarterly reports. Any such inspection and examination will take place upon
\nreasonable prior written notice to Digimarc, during regular business hours and
\nno more than once a year. Digimarc shall promptly refund to Newco 1 any amount
\nthat the audit shows was overpaid by Newco 1 in that Plan Year per the Agreement
\nand, if the overpayment is greater than 5% of the total payment for that Plan
\nYear, Digimarc shall also pay the reasonable out-of-pocket costs of the
\ninspection and examination.<\/p>\n

2.8. Newco 1 Commitment of Resources.<\/u> Newco 1 shall use its
\ncommercially reasonable efforts to develop and support its products and
\nservices, including the commitment of a reasonable amount of marketing,
\nfinancial and organizational resources. In furtherance of those efforts, Newco 1
\nshall prepare an Annual Work Plan for the development and support of the Newco 1
\nproducts and services business, shall invite Digimarc to advise and contribute
\nto the formation of such plan, and shall share such plan with Digimarc. The
\nMembers153 Committee shall review the Annual Work Plan at each quarterly meeting
\nand make whatever changes it believes necessary and appropriate for the
\noperation of the Company.<\/p>\n

2.9. Digimarc Opportunity to Bid<\/u>. For so long as [**], Newco 1 shall
\nprovide Digimarc with a reasonable opportunity to [**].<\/p>\n

2.10. Limitations on Digimarc Services for Other Parties<\/u>. For as long
\nas Newco 1 is timely paying Digimarc for Digimarc Services, Digimarc shall not
\n[**].<\/p>\n

2.11. Patent Prosecution<\/u>. To the extent that the parties identify
\npotentially patentable inventions arising from the Digimarc Services, with the
\nconsent of and pursuant to the direction of the Members153 Committee, the parties
\nwill determine how and whether to prosecute a patent for such inventions.<\/p>\n

3.<\/strong> Remedies for Breach.<\/strong><\/p>\n

3.1. Remedies for Breach<\/u>. If either party materially breaches this
\nAgreement, the non-breaching party may, in addition to other remedies at law and
\nin equity, terminate this Agreement. Prior to terminating this Agreement for
\nbreach, the non-breaching party must first give the breaching party written
\nnotice specifying in detail the alleged breach. The breaching party shall then
\nhave seventy-five (75) days to cure such breach.<\/p>\n

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

\n

<\/p>\n

4.<\/strong> Termination.<\/strong><\/p>\n

The term of this Agreement is through December 31, 2011.<\/p>\n

5.<\/strong> Other Provisions.<\/strong><\/p>\n

5.1. Confidentiality<\/u>. Each party agrees that it will treat
\nconfidential information of the other party in a manner consistent with the
\nconfidentiality agreement between the parties. Notwithstanding the foregoing,
\neither party may provide a copy of this Agreement to a third party considering
\nin good faith a bona fide transaction as contemplated in Section 5.2, provided
\nthat such third party agrees in writing to be bound to a confidentiality
\nagreement customary to such transactions and prohibiting use of its knowledge of
\nthis Agreement or its provisions for any competitive purpose. Upon request by
\nthe disclosing party with respect to specifically identified information, the
\nreceiving party will return to the disclosing party or destroy all of the
\nconfidential information in the receiving party153s possession or control
\nfurnished to it by the disclosing party which the receiving party does not need
\nto retain in order to perform any obligations imposed, or exercise any rights
\n(including rights of ownership) acquired, by this Agreement, and shall certify
\nin writing its return or destruction of such confidential information. If the
\nreceiving party is subject to judicial or governmental proceedings or is subject
\nto government regulations requiring disclosure of confidential information of
\nthe disclosing party, then prior to disclosing such information, the receiving
\nparty will provide the disclosing party with reasonable prior notice for the
\ndisclosing party to seek a protective order for confidential treatment of the
\nconfidential information and will only disclose that information that is
\nnecessary and required. If the entire Agreement is terminated, the obligations
\nset out in this Section will extend for a period of [**] years from this
\ntermination date, except that the confidential information of the disclosing
\nparty that is specifically identified by it as a trade secret will be protected
\nfor a period of [**] years.<\/p>\n

5.2. Assignment<\/u>. Neither party may assign any of its rights or
\nobligations under this Agreement to any person without the prior written consent
\nof the other, and any such purported assignment shall be null and void from
\ninception; provided, however, that (a) either party may assign all its rights
\nand delegate all its obligations hereunder to a single person without such
\napproval in connection with: (i) a merger, consolidation, reorganization,
\nstatutory conversion, amalgamation or similar corporate transaction, or (ii) a
\nsale or other disposition of all or substantially all of its assets in the
\nbusinesses relating to this Agreement, and (b) Newco 1 may assign all its rights
\nand delegate all its responsibilities to an Affiliate in connection with a
\nrestructuring or reorganization of Newco 1.<\/p>\n

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

\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

\n

<\/p>\n

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

5.4. Limitations on Damages.<\/u> NEITHER DIGIMARC NOR NEWCO 1 WILL BE
\nLIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE,
\nPUNITIVE OR SPECIAL DAMAGES ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE
\nPOSSIBILITY OF SUCH DAMAGES.<\/p>\n

5.5. Governing Law, Jurisdiction and Venue.<\/u> This Agreement shall be
\ngoverned by New York law. All matters concerning the interpretation of, or
\nperformance under, this Agreement will be resolved in the state or federal
\ncourts in New York applying New York law and jurisdiction and venue will be
\nproper in such New York courts.<\/p>\n

5.6. No Waiver.<\/u> Each and all of the various rights, powers and
\nremedies of the parties will be considered to be cumulative with and in addition
\nto any other rights, powers and remedies which such parties may have at law or
\nin equity in the event of breach of any of the terms of this Agreement. The
\nexercise or partial exercises of any rights, powers or remedies will neither
\nconstitute the exclusive election thereof nor the waiver of any other right,
\npower or remedy available to such party. In no event will any waiver of any
\nrights hereunder constitute the waiver of such rights in any future instance
\nunless the waiver so specifies in writing.<\/p>\n

5.7. Notices<\/u>. All notices of breach or early termination must be made
\nin writing. Any written notice under this Agreement will be sent by email with a
\nhard copy sent via certified mail, return receipt requested, or by recognized
\ncourier service with tracking capabilities. The notice will be deemed effective
\nas of the earlier of (i) the date of delivery, as evidenced by a delivery
\nreceipt or the addressee153s registry, or (ii) five business days after sending
\nnotice to the correct address in the authorized manner. The addresses of the
\nparties, as set forth above, will be used for any such notice unless either
\nparty hereafter designates a substitute address in writing in accordance with
\nthis provision.<\/p>\n

The contacts to address the notices to are:<\/p>\n

If to Digimarc:<\/p>\n

Digimarc Corporation
\n9405 S.W. Gemini Drive<\/p>\n

Beaverton, Oregon 97008
\nAttention: Bruce Davis, CEO<\/p>\n

with a copy to Robert Chamness, Chief Legal Officer and Secretary<\/p>\n

Facsimile No.: (503) 469-4771<\/p>\n

\n

<\/p>\n

If to Newco 1:<\/p>\n

Newco 1, LLC<\/p>\n

9405 S.W. Gemini Drive<\/p>\n

Beaverton, Oregon 97008
\nAttention: , CEO<\/p>\n

with a copy to the Legal Officer and Secretary<\/p>\n

Facsimile No.: (503) 469-4771<\/p>\n

If to Nielsen:<\/p>\n

The Nielsen Company (US) LLC<\/p>\n

770 Broadway<\/p>\n

New York, NY 10036<\/p>\n

Attention: Itzhak Fisher, Global Product Leadership<\/p>\n

with a copy to the Chief Legal Officer<\/p>\n

Facsimile No.: (646) 654-8318<\/p>\n

5.8. Integration<\/u>. This Agreement embodies the entire agreement of the
\nparties hereto regarding the subject matter herein, and supersedes and cancels
\nany and all previous negotiations, agreements or commitments with respect to
\nthem, including without limitation the terms and conditions under a prior
\nagreement between Digimarc and Nielsen executed on November 27, 2007, with an
\neffective date of October 1, 2007 (the “Prior Agreement”) (including all payment
\nobligations of Nielsen accruing after the Effective Date).<\/p>\n

5.9. Severability<\/u>. If any provision of this Agreement is held to be
\nvoid or unenforceable, the parties agree that such determination will not result
\nin the nullity or unenforceability of the remaining portions of this Agreement.
\nThe parties further agree to replace such void or unenforceable provisions of
\nthis Agreement with valid and enforceable provisions that will achieve, to the
\nextent legally permissible, the economic, business and other purposes of the
\nvoid or unenforceable provisions and that reflect the intent of the parties when
\nentering into this Agreement.<\/p>\n

5.10. Amendments<\/u>. This Agreement may not be modified in any manner
\nexcept by an instrument in writing duly signed by each of the parties hereto.\n<\/p>\n

5.11. Construction<\/u>. Each party and its counsel have participated fully
\nin the review and revision of this Agreement. Any rule or construction to the
\neffect that ambiguities are to be resolved against the drafting party will not
\napply in interpreting this Agreement.<\/p>\n

5.12. No Agency.<\/u> Nothing in this Agreement will be construed as
\ncreating any agency, partnership or other form of joint enterprise between
\nDigimarc and Newco 1. Neither party will have authority under this Agreement to
\ncontract for or bind the other in any manner whatsoever.<\/p>\n

5.13. Other Documents.<\/u> Each party hereto will execute any documents
\nwhich may be necessary or advisable to carry out or effectuate the foregoing.\n<\/p>\n

\n

<\/p>\n

5.14. Survival.<\/u> Upon expiration or termination of this Agreement,
\nrights to payment under this Agreement and the provisions set out in Sections 1,
\n2.4, 2.7, 3.1, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, and 5.13 will remain in effect.\n<\/p>\n

5.15. Counterparts.<\/u> This Agreement may be executed in separate
\ncounterparts, and by facsimile, each of which will be deemed an original, and
\nwhen executed, separately or together, will constitute a single original
\ninstrument, effective in the same manner as if the parties had executed one and
\nthe same instrument.<\/p>\n

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

\n

<\/p>\n

APPENDIX A: LABOR RATES (current
\nrates)<\/em><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Job Classification<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Rate<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Account Manager<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Engineering Manager<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Executive<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Lawyer<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Paralegal<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Market Development Manager<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Marketing Engineer<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Product Manager<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Project Director<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

QA Engineer<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

R&D Engineer<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Software Engineer<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Technical Writer<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

IT Network Support<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION.<\/em><\/strong><\/p>\n

\n

Schedule 5.03<\/u><\/strong><\/p>\n

Nielsen Data License<\/u><\/strong><\/p>\n

\n

<\/p>\n

MASTER SERVICES AGREEMENT
\nBY AND BETWEEN
\nTHE NIELSEN COMPANY (US), INC.
\nAND
\n[Name of Client]<\/strong><\/p>\n

\n

This Agreement (“Agreement”), dated as of [effective date of Agreement],
\nbetween The Nielsen Company (US), Inc., a New York corporation (“Nielsen”), and
\n[Name of Client], a [state\/type of organization] (“Client”), governs the
\nprovision and use of data, information, technology and related services
\n(“Services”) identified in one or more local service agreements or in a project
\norder for Custom Services (as defined below) (each an “LSA”), entered into by
\nNielsen and Client and\/or their respective affiliates. “Nielsen” shall mean
\nNielsen and\/or its affiliates and “Client” shall mean Client and\/or its
\naffiliates, and in each LSA “Nielsen” shall mean the Nielsen entity providing
\nthe Services and “Client” shall mean the Client entity receiving the Services
\nunder such LSA. Each LSA binds only the Nielsen and Client entities which
\nexecute the LSA, or on behalf of which the LSA is executed, and does not vest
\nrights in any affiliate that is not a party to such LSA. This Agreement shall
\napply to any services provided to Client during the term of this Agreement,
\nwhether or not specified in an LSA.<\/p>\n

Article 1. Scope of Service<\/u><\/strong><\/p>\n

1.1 <\/strong>Services; Ownership and License<\/u>. Nielsen shall
\ndeliver the Services set forth in each LSA (which may include one or more of the
\nfollowing) for use solely by Client in accordance with this Agreement and such
\nLSA. The data and information included in Services are referred to as “Nielsen
\nInformation”. Client agrees that:<\/p>\n

(a) “Licensed Services” are services to which Nielsen retains ownership and
\nwhich Nielsen does not sell but licenses to multiple clients including, among
\nothers, media, household panel, retail tracking, online and mobile services and
\nTechnology Services (as defined below). Client is granted a limited,
\nnon-exclusive license to use Licensed Services as set forth in this Agreement
\nand any applicable LSA.<\/p>\n

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

(c) “Technology Services” include Internet portals, access and analytic
\ntools, licensed systems, templates and software (including delivery media,
\nmanuals, updates and new versions provided by Nielsen), and Client shall
\nmaintain, and upgrade if necessary, its hardware, operating systems and third
\nparty software consistent with any requirements and\/or changes to the Technology
\nServices, and Nielsen shall provide Client with notice of such requirements
\nand\/or changes for the operation of Technology Services prior to implementation.\n<\/p>\n

\n

<\/p>\n

Article 2.<\/strong> Fees and
\nTaxes<\/u><\/strong><\/p>\n

2.1 <\/strong>Fees<\/u>. Client agrees to pay the fees set forth in
\neach LSA and such fees are due when invoiced and are payable within 30 days of
\nthe date of the invoice. Client agrees to pay interest at 1.5% per month (or, if
\nlower, the maximum legal rate) from the date originally due until payment is
\nreceived by Nielsen on all amounts thereafter.<\/p>\n

2.2 <\/strong>Taxes<\/u>. Client is responsible for all value-added,
\ngoods and services, sales, use and similar taxes due with respect to the
\nServices.<\/p>\n

Article 3.<\/strong> Use of
\nServices<\/u><\/strong><\/p>\n

3.1 <\/strong>Uses and Disclosure of Services<\/u>. Client may only
\nuse Services internally except as permitted in (a) and (b) below and in an LSA
\nor other written agreement signed by an expressly and duly authorized
\nrepresentative of Nielsen. Client may:<\/p>\n

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

(b) in the case of Custom Services, use Nielsen Information (i) in the
\nconduct of its business with partners, suppliers and customers, and (ii) with
\nNielsen153s prior written consent, in advertising or promotion of Client153s
\nproducts or services.<\/p>\n

Any Nielsen Information that is disclosed must be accurately sourced to
\nNielsen, be disclosed only to authorized third parties, and not be presented in
\na misleading manner.<\/p>\n

3.2 <\/strong>Uses of References<\/u>. Disaggregated data, data
\ndictionaries, reference tools, data methodologies, data
\nattributes\/characteristics and flat files are referred to as “References” and
\nmay only be used internally unless disclosure to a third party is authorized in
\nwriting by Nielsen.<\/p>\n

3.3 <\/strong>Restrictions<\/u>. Client shall not decompile, reverse
\nengineer, disassemble, sublicense, distribute, dispose of, modify, adapt,
\ntranslate, or remove any proprietary or copyright legend from any Service or
\nNielsen Information.<\/p>\n

3.4 <\/strong>Third Parties<\/u>. Client may furnish Nielsen
\nInformation to third parties (such as consultants and third party processors)
\nretained by Client for use solely on behalf of Client provided that, prior to
\naccessing such Nielsen Information, the third party shall have entered into
\nNielsen153s then standard form of agreement for such third party, as determined by
\nNielsen in its sole discretion. At its discretion, Nielsen may decline to enter
\ninto such agreement or grant a particular third party access or rights to
\nNielsen Information, and Nielsen reserves the right to charge for such access.
\nNielsen is not responsible for the accuracy of information produced by such
\nthird party from Nielsen Information.<\/p>\n

3.5 <\/strong>Legal Proceedings<\/u>. No Services or Nielsen
\nInformation may be used in any legal or administrative proceeding. If such use
\nis compelled by legal process, Client shall<\/p>\n

\n

<\/p>\n

promptly give Nielsen advance written notice and, before such use, obtain
\nconfidentiality agreements, protective orders and evidentiary stipulations
\nacceptable to Nielsen and shall limit the use to the minimum necessary to comply
\nwith such legal requirement.<\/p>\n

Article 4.<\/strong> Changes to Services and
\nCharges<\/u><\/strong><\/p>\n

4.1 <\/strong>Changes to Service<\/u>. Nielsen may, from time to
\ntime, in its sole discretion, make changes to any Service or portion thereof
\nincluding, without limitation, formats, schedules, specifications and\/or
\ntechniques.<\/p>\n

4.2 <\/strong>Charges<\/u>. In the event of a change to a Service,
\nNielsen may, upon 30 days153 prior written notice, adjust the fees for such
\nService. Such fee change shall become effective on the date stated in Nielsen153s
\nnotice unless, within 15 days after such notice, Client notifies Nielsen in
\nwriting of its refusal to accept the fee change, in which event the applicable
\nService to Client shall terminate as of the effective date of the change;
\nprovided, however, that Nielsen may, in its sole discretion, elect to rescind
\nthe fee change, in which case the Service to Client, as changed, shall continue
\nas provided in the applicable LSA.<\/p>\n

Article 5.<\/strong> Warranties, Limitation
\nof Liability, Exclusive Remedy and Indemnification<\/u><\/strong><\/p>\n

5.1 <\/strong>Disclaimer of Warranties<\/u>. Client recognizes that
\nNielsen Information represents Nielsen153s opinion based on its analysis of data
\nand information, including data from sample households and other sources that
\nmay not be under Nielsen153s control, and that Nielsen cannot guarantee the
\naccuracy of Nielsen Information. Without limiting the foregoing, NIELSEN
\nDISCLAIMS, AND CLIENT HEREBY WAIVES, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR
\nIMPLIED, TO CLIENT OR TO ANY THIRD PARTY, CONCERNING THE SERVICES AND NIELSEN
\nINFORMATION PROVIDED HEREUNDER OR UNDER AN LSA INCLUDING, BUT NOT LIMITED TO,
\nANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR ANY PARTICULAR
\nPURPOSE. The foregoing disclaimer shall not act as or constitute an admission by
\nNielsen that any Services or Nielsen Information constitute goods, commodities
\nor tangible personal property under applicable law.<\/p>\n

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

\n

<\/p>\n

YEARS AFTER THE TERMINATION OF THIS AGREEMENT OR THE APPLICABLE LSA. THESE
\nREMEDIES ARE EXCLUSIVE.<\/p>\n

5.3 <\/strong>Indemnity<\/u>. Client agrees to indemnify and hold
\nNielsen harmless from and against all claims, damages, loss or expenses
\n(including attorneys153 fees) arising, directly or indirectly, from (i) Client153s
\npermitted disclosure pursuant to paragraph 3.1 or an LSA or (ii) Client153s
\ndisclosure or use of the Services or Nielsen Information contrary to the terms
\nof this Agreement or an LSA.<\/p>\n

Article 6.<\/strong> Term, Suspension and
\nTermination<\/u><\/strong><\/p>\n

6.1 <\/strong>Term<\/u>. Unless terminated in accordance with the
\nterms hereof, this Agreement, licenses and the Services rendered hereunder shall
\ncommence on the date hereof and shall remain in effect for so long as any LSA
\nremains in full force and effect.<\/p>\n

6.2 <\/strong>Return of Materials upon Termination<\/u>. Upon
\ntermination or expiration of this Agreement or any LSA, (i) Client shall
\ndiscontinue use of and return to Nielsen all Licensed Services and Technology
\nServices and the Nielsen Information, including References provided thereunder,
\nand (ii) all rights and licenses granted to Client to use such Services shall
\ncease and terminate immediately. In lieu of return, Client may remove Nielsen
\nServices from its systems and records, destroy tangible forms thereof, and
\ncertify such removal\/destruction in a written form satisfactory to Nielsen.<\/p>\n

6.3 <\/strong>Partial Termination of Services Due To Third Party
\nActivity<\/u>. Certain Services are based on data or information from third
\nparties and Nielsen may discontinue furnishing a Service or any portion thereof
\nto the extent any such third party data or information ceases to be available to
\nNielsen for any reason.<\/p>\n

6.4 <\/strong>Suspension of Services<\/u>. The provision of Services
\nor licenses, or any portion thereof, may be suspended by Nielsen at any time in
\nthe event that Client fails to perform its payment or other obligations set
\nforth herein or in an LSA. Such suspension of Service shall not suspend or
\notherwise affect Client153s payment obligations set forth herein or in an LSA.\n<\/p>\n

6.5 <\/strong>Termination by Nielsen<\/u>. This Agreement and any
\nLSA and any or all of the Services or licenses provided hereunder or under an
\nLSA may be terminated by Nielsen on any date specified by Nielsen (i) if Client
\nhas failed to perform any one or more of its payment or other obligations
\nhereunder, (ii) if Nielsen is or will become unable for any reason beyond its
\ncontrol to perform its obligations hereunder, or (iii) if Nielsen is terminating
\nsuch Service to all clients then subscribing to a class of such Service.<\/p>\n

Article 7.<\/strong> General
\nProvisions<\/u><\/strong><\/p>\n

7.1 <\/strong>Survival<\/u>. The rights and obligations of Nielsen
\nand Client set forth in Articles 2, 3, and 5 and Sections 6.2, 7.6 and 7.8 shall
\nsurvive the termination of this Agreement or of any LSA.<\/p>\n

\n

<\/p>\n

7.2 <\/strong>Force Majeure<\/u>. In the event either party is
\ndelayed in or prevented from performing any act required hereunder due to
\nfailure of any communication system or on- or off-line computing equipment,
\nlabor troubles, inability to procure materials, governmental or judicial orders,
\nacts of God, acts of terrorism, weather conditions, third party interference or
\nother similar reason beyond its control, then performance of such act shall be
\nexcused for the period of such delay; provided, however, that Client153s
\nobligation to make any payment pursuant to this Agreement or an LSA shall not be
\nexcused for more than ten (10) days.<\/p>\n

7.3 <\/strong>Independent Contractor Relationship<\/u>. The parties
\nto this Agreement are independent contractors and neither shall have authority
\nto bind or obligate the other.<\/p>\n

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

7.5 <\/strong>Assignment<\/u>. This Agreement is for the benefit of
\nand binding on the parties and their successors and assigns. Subject to the
\nprior written consent of Nielsen, Client may assign its rights under this
\nAgreement to a successor to all or substantially all of the business of Client,
\nprovided all obligations of Client are assumed by the assignee and documentation
\nsatisfactory to Nielsen of such assumption has been delivered to Nielsen.
\nNielsen reserves the right to assign its rights to an affiliate of Nielsen or a
\nsuccessor to all or substantially all of the business of Nielsen, and reserves
\nthe right to have any Services rendered by such affiliate or successor, after
\nproviding notice in writing to Client.<\/p>\n

7.6 <\/strong>Injunctive Relief<\/u>. Any breach of the use of
\nservices provisions of Article 3 of this Agreement or similar provisions in an
\nLSA may cause irreparable harm to Nielsen, for which Nielsen153s remedies at law
\nwill not be adequate. Nielsen shall be entitled to injunctive relief without
\nhaving to prove irreparable injury, lack of an adequate remedy at law, posting
\nbond or waiving any other rights.<\/p>\n

7.7 <\/strong>Entire Agreement; Modification or Amendment;
\nWaiver<\/u>. This Agreement together with any LSA contains the entire
\nunderstanding of the parties with respect to the provision of Services covered
\nby such LSA and supersedes all previous discussions and agreements relating to
\nsuch Services. Neither this Agreement nor any LSA may be modified or amended
\nexcept in a writing executed by the parties. No waiver by a party of any breach
\nof this Agreement or an LSA shall be deemed a waiver of any prior or subsequent
\nbreach.<\/p>\n

7.8 <\/strong>Governing Law<\/u>. This Agreement shall be governed
\nby the law of the State of Illinois, United States of America, without regard to
\nits choice of law provisions. The parties agree to the exclusive personal
\njurisdiction of the State and Federal courts located in Chicago, Illinois for
\npurposes of determining all disputes arising in connection with this Agreement
\nand hereby waive all objections to venue in those courts. Each LSA shall<\/p>\n

\n

<\/p>\n

be governed by the laws of the State of Illinois unless another jurisdiction
\nis specified in such LSA.<\/p>\n

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
\nthrough their duly authorized representatives as of the date set forth above.\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n

THE NIELSEN COMPANY (US), INC.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

[Name of Client]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
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