{"id":42139,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-branding-and-license-agreement-zdnet-inc-and-techies-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-branding-and-license-agreement-zdnet-inc-and-techies-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/co-branding-and-license-agreement-zdnet-inc-and-techies-com.html","title":{"rendered":"Co-Branding and License Agreement &#8211; ZDNet Inc. and Techies.com Inc."},"content":{"rendered":"<pre>\n                         CO-BRANDING AND LICENSE AGREEMENT\n\n       This Agreement, dated as of September 7, 1999 is between ZDNet, a \ndivision of ZD Inc., a Delaware corporation, with a business address at 650 \nTownsend Street, San Francisco, California  94103 (\"ZDNet\"), and techies.com \ninc., a Minnesota corporation, with a principal place of business at 7101 \nMetro Boulevard, Edina, Minnesota 55439 (\"Company\"). \n\n       WHEREAS Company is the owner of the Web site at URL www.techies.com \n(the \"Techies Site\") which is designed to assist technology professionals \nwith career management and to assist companies in recruiting technology \nprofessionals by matching corporate needs with available technology \nprofessional personnel;\n\n       WHEREAS ZDNet operates an Internet site that provides information and \nservices related to computers and technology (the \"ZDNet Site\").  The \"ZDNet \nSite\" shall mean the web site owned and operated by ZDNet aimed at users \nwithin the U.S. which is currently located at www.zdnet.com, excluding the \nfollowing areas of the site: ZDTV, Gamespot, Videogames.com, the Mac Channel, \nall foreign editions of the ZDNet Site, and ZDU; and\n\n       WHEREAS Company and ZDNet each desire to create, develop and operate a \nco-branded area on the ZDNet Site (the \"Co-branded Site\") and to establish \nlinks from the ZDNet Site to the Co-branded Site for promotional purposes.\n\n       NOW, THEREFORE, ZDNet and Company hereby agree as follows:\n\n       1.     CO-BRANDED SITE. \n\n              (a)    LAUNCH.  The parties shall use best efforts to create, \ndevelop and launch the Co-Branded Site on or before October 15, 1999.  The \nparties shall cooperate in good faith during a mutually agreed testing and \nbeta period prior to launch to ensure the viability of the Co-branded Site.\n\n              (b)    CONTENT.  The Co-branded Site will include a tech career \ndevelopment center with the following functions and features:  job listing \nsearch (company not identified), career management resource content, \nregistration and Company authored related articles reasonably approved by \nZDNet (the \"Techies Content\"), and such content and services relating to \ncareer development that are available on the ZDNet Site and other ZDNet \nauthored content (the \"ZDNet Content\") as the parties shall mutually agree.  \nZDNet shall deliver the ZDNet Content to the Co-branded Site via FTP feed or \nother mutually acceptable method.  Other than the Techies Content and ZDNet \nContent, no other content shall be included in the Co-branded Site unless \nboth parties mutually agree to include such content.\n\n\n\n\n              (c)    URL.  The Co-branded Site will have two URLs: (i)\ntechies.zdnet.com and (ii) zdnet.techies.com.  A user will be able to navigate\nback and forth between the two URLs as necessary.  Exhibit A more fully sets\nforth the features and functions by URL.\n\n              (d)    ADDITIONAL PRODUCTS AND SERVICES. If during the Term of \nthis Agreement, Company offers or links to new services and products on the \nTechies Site, other than the Techies Content described in Section 1(c), \nCompany may make such products and services available to the Co-branded Site; \nprovided, that such new products and services shall not be included in the \nCo-branded Site without the consent of ZDNet and the inclusion of such \nproducts and services on the Co-branded Site shall be upon financial terms to \nbe negotiated in good faith and agreed by the parties hereto.  If Company \ndoes not make such products and services available on the Co-branded Site, \nsuch products and services shall not be promoted on the Co-branded Site, nor \nshall the Co-branded Site provide a link to any pages of the Techies Site \nthat contain such products and services.  Any such products and services \nincluded on the Co-branded Site in accordance with this Section 1(d) shall be \nconsidered to be included in the definition of Techies Content.\n\n              (e)    BRANDING.  The Co-branded Site will feature both the \nZDNet Marks and Company Marks (as such terms are hereinafter defined); \nprovided, however that the pages within the URL zdnet.techies.com will not \ninclude the ZDNet Marks except for the pages that provide for the \nregistration to ZDNet. The ZDNet Marks and Company Marks shall appear in \nsubstantially equal size and placed in appropriate positions of substantially \nsimilar prominence on the Co-branded Site, as mutually agreed by the parties. \nAll use of the ZDNet Marks and Company Marks on the Co-branded Site shall be \nin accordance with Section 10 herein.  ZDNet shall create front-end \nspecifications and design the user interface (including content such as \ngraphics and text) for the Co-branded Site in consultation with Company and \nconsistent with user interface designs based on back-end specifications of \nthe Techies Site.  ZDNet will also develop all graphics for the interface.  \nThe Co-branded Site shall have a \"look and feel\" substantially similar to the \nZDNet Site so that it looks and feels like an integrated part of the ZDNet \nSite.  The design, text and graphics of the Co-branded Site created by ZDNet \nshall be subject to the Company's approval, which shall not be unreasonably \nwithheld or delayed, and in any event, Company shall provide approval or \nrejection of the design, text and graphics within five (5) business days of \nCompany's receipt of such materials from ZDNet.  If Company does not deliver \nconsent or rejection to such materials within such five (5) day period, \nCompany shall be deemed to have approved such design, text and graphics. The \ndesign layout of the Co-branded Site shall be substantially in the form \nattached as Exhibit B which if not attached at execution of the Agreement \nshall be provided by ZDNet within ten (10) business days of the effective \ndate of the Agreement.  Each party will designate a contact to whom questions \nabout the production of the Co-branded Site shall be directed.\n\n       2.     PROMOTIONAL OPPORTUNITIES.  ZDNet will provide promotional \nopportunities within certain areas of the ZDNet Site linking to the \nCo-branded Site in accordance with the Promotion Plan attached hereto as \nExhibit C.  ZDNet shall be responsible for developing in consultation with \nthe Company, all promotions and links from the ZDNet Site to the Co-branded \nSite, including design and development of creative elements and software \nimplementation of links.  Company and ZDNet shall jointly review the \nPromotion Plan and ZDNet's performance thereunder, at least quarterly during \nthe Term of this Agreement. [****]\n\n[****] Confidential treatment has been requested for this portion pursuant to\nRule 406 promulgated under the Securities Act of 1933, as amended.\n\n\n                                       2\n\n\n[****] ZDNet shall perform a custom survey of the ZDNet Site users meeting \nCompany's requirements set out in Exhibit D two (2) times per year.  Survey \nresults will be provided to Company in tabulated and raw data form.  All \nadvertisements and promotions provided pursuant to this Agreement, shall also \nbe subject to ZDNet's General Terms and Conditions as set forth on ZDNet's \nthen current rate card which may be amended from time to time at ZDNet's \ndiscretion; provided, that to the extent there is any inconsistency in the \nterms of such rate card and this Agreement, the terms of this Agreement shall \ncontrol.  ZDNet's current Terms and Conditions are attached as Exhibit E and \nthe current rate card can be reviewed at \nhttp:\/\/www.zdnet.com\/adverts\/adinfo\/advertzd\/ratecard.htm.  ZDNet reserves \nthe right to redesign or modify the organization, structure, \"look and feel,\" \nnavigation and other elements of the ZDNet Site, including without \nlimitation, by adding or deleting channels, subchannels and\/or screens.  If \nZDNet eliminates or modifies an area of the ZDNet Site in a manner that \nmodifies the nature of the promotions required under this Section 2 and \nExhibit C in a material adverse fashion, ZDNet will provide the Co-Branded \nSite with comparable promotions reasonably satisfactory to Company and, if \nrequested by Company, shall meet with Company to discuss such modifications, \nand such modifications to the promotions shall be made within a commercially \nreasonable time frame.  No such change shall be made without prior notice to \nCompany.  Additionally, the parties will work together to conform the \nCo-branded Site to the new \"look and feel\" of the ZDNet Site within a \ncommercially reasonable time frame.\n\n       3.     EXCLUSIVITY; NONCOMPETITION; THIRD PARTY CONTENT ON THE TECHIES\nSITE.  \n\n              (a)    EXCLUSIVITY.  \n\n              (i)    During the Term of this Agreement, Company will be the \nexclusive integrated, co-branded provider of technology job listings on the \nZDNet Site.  ZDNet shall not provide any promotional opportunities or \nadvertising on the Co-branded Site or within careers-oriented newsletter \ndescribed in Exhibit C for any third parties who provide job listings. \nAdvertising or promotional opportunities for other parts of the ZDNet Site \nfor job listing providers will be limited to standard advertising units such \nas banner ads, sponsored text links and standard rotating buttons.  [****] \nNotwithstanding anything set forth in this Section 3(a)(i), ZDNet shall not \nplace a link to a Web site providing technology job listings within the home \npage channel navigation of the ZDNet Site.\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n                                       3\n\n\n              (ii)   For the period commencing upon execution of the \nAgreement until December 31, 1999, Company shall not enter into any agreement \nwith [****].\n\n              (b)    [****]\n\n              (c)    THIRD PARTY CONTENT ON THE TECHIES SITE.  If Company\nincludes any Content (as hereinafter defined) on the Techies Site, [****].  For\npurposes of this Section 3(c), \"Content\" shall mean editorial content and\nreviews, relating to information technology, including but not limited to\ncomputer hardware and software, the Internet and related technology [****].\n\n              (d)    ZDNET SPONSORSHIP ON THE TECHIES SITE. ZDNet shall \nreceive a sponsorship promotion box (the \"Sponsorship MacroButton\") [****]. \nThe design parameters are outlined in Exhibit 1: Sponsorship MacroButton \n[****].\n\n       4.     OPERATIONS. \n\n              (a)    OPERATING AND SERVING.  Company shall host and serve the \nCo-branded Site, including the features described in Section 1.  Company \nshall deliver the following features to be used on the Co-branded Site: (a) \nthe same registration tool used for the Techies Site; provided, that the \nregistration form shall include such additional information, if any, as is \nrequired to register on the ZDNet Site and users of the Co-branded Site will \nbe automatically registered as ZDNet members unless they choose to opt out, \nand the parties shall mutually agree to the form and content of the \nregistration interface, so that each party is able to obtain their respective \nregistration information therefrom; (b) advertising delivery features and (c) \nadditional features as mutually agreed by the parties.  Company shall operate \nand serve the Co-branded Site in a manner consistent with the present quality \nstandards maintained on the Techies Site and which meets response performance \nstandards for Co-branded Site users set out in Exhibit F.  Company shall be \nresponsible for all system operation software costs, hardware costs and \nnetwork costs incurred in connection with hosting the Co-branded Site.  \nCompany shall be responsible for quality assurance of the Co-branded Site and \nits performance; provided that Company shall not be responsible for \nperformance relating to the undertakings or obligations of ZDNet.  ZDNet \nshall be responsible for all system operation software costs, hardware costs, \nand network costs incurred in connection with delivering the ZDNet Content \nand advertising to the Co-branded Site.\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                       4\n\n\n              (b)    MAINTENANCE AND TECHNICAL SUPPORT. Company and ZDNet \nshall each maintain the portions of the design, content, and software \ndeveloped for the Co-branded Site for which each party is responsible.  \nCompany shall incorporate all bug fixes and upgrades into the production \nversion of the Co-branded Site and will consider all product changes and \nenhancements reasonably requested by ZDNet on an ongoing basis during the \nTerm of this Agreement, and shall make any product changes or enhancements \nthat are reasonably necessary to maintain the Co-branded Site at the \nstandards set forth in Section 4(a).  All product upgrades shall be \nimplemented by Company, and Company shall maintain the hardware and bandwidth \nupgrades reasonably needed to maintain services and products with performance \nand reliability standards comparable to the Techies Site and the ZDNet Site. \nEach party agrees to consult with the other party regarding technical issues \nand each party shall designate a technical person as the contact person for \nsuch consultation. Such technical person shall be contacted at least three \n(3) working days prior to scheduled outages and immediately in case of \nunscheduled outages\n\n              (c)    CUSTOMER SUPPORT.  Company shall provide all customer \nsupport requested by the registered members and the companies who provide job \nlistings. Such support shall include making representatives of Company \navailable by email during regular business hours in each city in which the \nCompany maintains operations.\n\n       5.     ADVERTISING ON THE CO-BRANDED SITE.  ZDNet will sell all \nadvertising to be placed on the Co-branded Site and will remotely deliver \nsuch advertising.  ZDNet may serve such advertisements to pages contained \nwithin the URL techies.zdnet.com and will not serve advertisements to pages \ncontained with in the URL zdnet.techies.com.  Company will cooperate with the \nintegration of ZDNet's ad serving software with the Co-branded Site in order \nthat ZDNet may deliver and track such advertising efficiently and accurately. \n ZDNet shall not sell or display advertising on the Co-branded Site for [****]\n, nor any advertising which is illegal, or features sexually explicit \nmaterial or promotes alcohol, firearms or on-line gambling.  [****]  ZDNet \nwill deliver the Advertising Fee to Company on a quarterly basis within \nthirty (30) days of the end of each three month period during the Term of \nthis Agreement, commencing with the first three month period beginning \nOctober 1, 1999 and ending December 31, 1999.  Each payment shall include a \nreport summarizing advertising sold during the applicable period and the \nrevenues received with respect to such advertising.  Company shall have the \nright to examine or appoint an independent certified public accountant to \nexamine and audit, at Company's expense, and not more than once a year during \nnormal business hours, the relevant records of ZDNet relating to the \nadvertising revenues\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                       5\n\n\nfor the Co-branded Site and calculation of the Company's fee under this \nSection 5.  If such audit uncovers a deficiency in payment, ZDNet shall \npromptly reimburse Company in the amount of such underpayment and if the \nunderpayment is ten percent (10%) or greater, ZDNet shall also promptly \nreimburse Company for the reasonable costs of such audit.  Company shall not \nsell advertising for placement on the Co-branded Site without the prior \nwritten consent of ZDNet; provided, however, Company may display company \nprofiles and job listings which are not intended to be advertisements and are \ncustomarily included in the content on the Techies Site. \n\n       6.     TRAFFIC REPORTS.  Company shall generate daily traffic reports \nand shall provide copies to ZDNet on a reasonable basis. \n\n       7.     DATA OWNERSHIP AND USE.\n\n              (a)    OWNERSHIP.  Company shall own all user registration data \n(\"Data\") generated through the Co-branded Site.  All new members on the \nCo-branded Site shall also register for the ZDNet Site unless they opt out of \nsuch registration under the registration interface to be agreed upon by the \nparties. The data collected in connection with the registration with ZDNet \nconsisting of the registrant's first and last name, address, city, zip code, \ncountry and email address (the \"ZDNet Registration Data\") shall be co-owned \nby ZDNet and Company. Identical data collected by Company from persons opting \nout of ZDNet registration (\"Permitted Use Registration Data\") will remain \nowned solely by Company but made available to ZDNet under the remaining terms \nof this Section 7.\n\n              (b)    DELIVERY OF INFORMATION TO ZDNET.  Company shall provide \nthe ZDNet Registration Data and Permitted Use Registration Data in summary \nand in detailed form to ZDNet for use as permitted in Section 7(d).  Such \ndata shall be shared in real time if commercially and technologically \nfeasible so that, for example ZDNet could customize its site content and \nadvertising for such user. If real time data sharing is not available, \nCompany shall provide such data to ZDNet at least bi-weekly in an alternative \nformat to be mutually agreed. Company shall provide to ZDNet any other \ninformation (excluding Data) which it collects on the Co-branded Site such as \npage views and unique users. Company shall not be required to share Data \n(except for the ZDNet Registration Data, as such Data will be co-owned by \nZDNet and Company) or share Permitted Use Registration Data or other \ninformation if such disclosure would violate any law or its privacy policy.\n\n              (c)    DELIVERY OF INFORMATION TO COMPANY.  ZDNet shall provide \nCompany with any information it collects on the Co-branded Site, including, \nwithout limitation, page views, unique users, click-throughs to the \nregistration tool, and standard reporting on all promotions the Company runs \non the ZDNet network (including on-line, radio and television).  ZDNet shall \nnot be required to provide any information to Company if such disclosure \nwould violate any law or its privacy policy.\n\n              (d)    PERMITTED USE.  The parties acknowledge and agree that \nall use of the Permitted Use Registration Data and other information provided \nby either party to the other party pursuant to this Section 7 shall be used \nonly as allowed by Company's and ZDNet's privacy policies in effect from time \nto time. Subject to ZDNet's right to use the ZDNet Registration Data\n\n                                       6\n\n\nfor any purpose in accordance with its privacy policy, ZDNet shall be \nentitled to use the Permitted Use Registration Data for internal purposes \nonly, and shall not disclose, sell or otherwise convey the Permitted Use \nRegistration Data to any third party. Notwithstanding anything else set forth \nin this Section 7, ZDNet may use any Permitted Use Registration Data to \nformulate statistics for its sales and marketing purposes, but not for any \ndirect revenue generation purpose.  Company shall not disclose, sell or \nconvey the ZDNet Registration Data to any third party as a ZDNet audience \nlist, and shall not disclose information provided by ZDNet under Section 7(c) \nto any third party, but may use such information for sales and marketing \npurposes.\n\n       8.     TERM; TERMINATION. \n\n              (a)    TERM.  Subject to the earlier termination of this \nAgreement at set forth below, this Agreement shall commence the date hereof \nand shall expire on October 15, 2001 (the \"Term\").\n\n              (b)    TERMINATION.  Either party may terminate this Agreement \nprior to the end of the Term if (i) the other party has materially breached \nits obligations under this Agreement and such breach is not cured within \nthirty (30) days after notice from the non-breaching party (failure to make \npayments hereunder shall constitute a material breach of this Agreement), \n(ii) the other party makes a general assignment for the benefit of its \ncreditors, files a voluntary petition in bankruptcy or for reorganization \nunder the bankruptcy laws or if a petition is filed against it, or if a \nreceiver or trustee is appointed for such other party, or (iii) pursuant to \nSection 20. \n\n              (c)    EFFECT OF TERMINATION; SURVIVAL. Upon termination or \nexpiration of this Agreement for any reason, (i) Company shall immediately \ncease all use and distribution of the ZDNet Marks (as such term is \nhereinafter defined) and the ZDNet Content, and shall promptly delete the \nZDNet Marks and ZDNet Content from its computer systems, (ii) ZDNet shall \nimmediately cease all use and distribution of the Company Marks except in \nconnection with advertising or promotions of the Techies Site purchased by \nCompany prior to termination or expiration to be posted on the ZDNet Site \nafter the termination or expiration of this Agreement, it being understood \nthat ZDNet shall not be obligated to otherwise promote the Techies Site after \ntermination of this Agreement, and (iii) both parties shall immediately cease \nuse of the Co-branded Site.  Neither party shall thereafter adopt and use any \nnew trademark, trade name, logo or trade dress which is the same or similar \nto any of the Marks owned by the other party, or a URL that incorporates any \nof the Marks owned by the other party. The provisions of this Section and \nSections 7, 10(d), 11, 13 and any payment obligation that has accrued and is \nowed by one party to the other party but has not been paid prior to the \ntermination or expiration, shall survive the termination or expiration of \nthis Agreement.  It is expressly agreed that if this Agreement is duly \nterminated prior to expiration of the Term in accordance with Section 8(b), \nCompany shall be obligated to deliver   within thirty (30) days of the \neffective date of such termination all amounts accrued and owing under \nSection 9(a) prior to such termination.\n\n       9.     CONSIDERATION; PAYMENT.\n\n                                       7\n\n\n              (a)    [****]  Company shall pay ZDNet the amount of [****] in \naccordance with the payment schedule set forth in Exhibit G.\n\n              (b)    ZDNET INVESTMENT. ZDNet and Company agree that within \nfive (5) business days after the date hereof, ZDNet and Company will \nconsummate the purchase by ZDNet of capital stock of Company.  In the event \nthat the purchase by ZDNet of the Company's capital stock does not close \nwithin such five (5) business day period for any reason, either party shall \nhave the right to terminate this Agreement within five (5) business days \nthereafter upon notice to the other party. Such termination shall be without \nany liability or continuing obligation of ZDNet or Company.  \n\n              (c)    [****]\n\n              (d)    CORPORATE SUBSCRIPTION.  ZDNet shall have the option of \npurchasing from the Company a corporate subscription to the Techies Site \nmulti-site service for each year during the Term at a [****] from the \nsuggested pricing offered to retail customers.\n\n              10.    INTELLECTUAL PROPERTY.\n\n                     (a)    ZDNET LICENSE. ZDNet hereby grants Company, \nduring the Term, a non-exclusive, non-transferable, royalty-free (except as \nprovided herein), worldwide license to use, publicly display, transmit, \ndistribute and reproduce (a) the ZDNet Content, and (b) ZDNet's logos, \ntrademarks, trade names and trade dress contained in the ZDNet Content and \nthe \"ZDNET\" trademark and logo (the \"ZDNet Marks\") in accordance with ZDNet's \nestablished trademark usage policies and procedures, solely for the purposes \nof operating, hosting, and serving the Co-branded Site and promoting the \nCo-branded Site and advertising the ZDNet Site in accordance with Exhibit I.  \nCompany shall not alter, modify or amend the ZDNet Content without the prior \nwritten consent of ZDNet.  Company shall not alter or impair any \nacknowledgment of copyright or other intellectual property rights of ZDNet \nthat may appear in\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                       8\n\n\nthe ZDNet Content.  If ZDNet requests that any portion of the ZDNet Content \non the Co-branded Site be deleted, corrected or made inaccessible because \nsuch ZDNet Content contains any errors, or is, or could be subject to a claim \nthat is defamatory, obscene, invades the right of privacy or infringes any \nright of any person or entity, or for any other reason, Company shall delete \nor correct the affected ZDNet Content within twenty-four (24) hours after \nreceipt of Company's request.\n\n                     (b)    COMPANY LICENSE.  Company hereby grants ZDNet, \nduring the Term, the right to reproduce and display the Company's logos, \ntrademarks, trade names and other similar identifying material (the \"Company \nMarks\") in accordance with Company's established trademark usage policies and \nprocedures, solely for the purposes of promoting the Co-branded Site in \naccordance with this Agreement.\n\n                     (c)    USE OF MARKS.  In connection with the licenses \ngranted hereunder, each party shall have the unilateral right to establish \nsuch quality standards and additional terms and conditions concerning the use \nof its Marks as such party deems reasonably necessary to protect its Marks.  \nUse of a party's Marks, and the goodwill associated therewith, shall inure \nsolely to the respective owner of the Marks.  Upon request of either party, \nthe other party shall provide appropriate attribution of the use of the \nrequesting party's Marks.  Except as expressly permitted herein, neither \nparty shall make any other use of the other party's Marks. Each party's \nrights in their respective Marks, other then those expressly licensed in this \nAgreement, are reserved for such party for its own use and benefit.\n\n                     (d)    OWNERSHIP OF MARKS.  ZDNet acknowledges and \nagrees that (i) as between Company and ZDNet, Company owns all right, title \nand interest in and to the Techies Site, Techies Content and the Company \nMarks, (ii) nothing in this Agreement shall confer in ZDNet or any ZDNet \naffiliate any right of ownership in the Techies Site, Techies Content or and \nthe Company Marks, and (iii) ZDNet shall not now or in the future contest the \nvalidity of the Company Marks.  Company acknowledges and agrees that (i) as \nbetween Company and ZDNet, ZDNet owns all right, title and interest in and to \nthe ZDNet Content and the ZDNet Marks, (ii) nothing in this Agreement shall \nconfer in Company or any Company affiliate any right of ownership in the \nZDNet Site, the ZDNet Content and the ZDNet Marks, and (iii) Company shall \nnot now or in the future contest the validity of the ZDNet Marks.  ZDNet and \nCompany shall jointly own any intellectual property (including any content or \ngraphics that do not incorporate the Marks) created solely for the Co-Branded \nSite. Each of the Company and ZDNet agree that it shall at all times conduct \nall aspects of its business which relates to the Co-branded Site in a \nprofessional manner and shall not do or permit to be done any act that could \nreasonably be anticipated to harm, prejudice or otherwise damage the \nreputation and goodwill associated with the Marks.\n\n              \n11.    INDEMNIFICATION.  \n\n                     (a)    COMPANY INDEMNITY.  Company agrees to indemnify, \ndefend and hold harmless, ZDNet and its officers, directors, shareholders, \nemployees, agents and affiliates, subsidiaries, successors and assigns, from \nand against any and all damages, liabilities, costs and expenses, including \nreasonable legal fees and expenses, arising out of or related to any third \nparty\n\n                                       9\n\n\nclaim alleging (i) any breach of any covenant, agreement or warranty made by \nCompany in this Agreement, (ii) that the Techies Content when used on the \nCo-Branded Site or the Company Marks when used as permitted herein infringe \nany copyright, US trademark, US patent, trade secret or other intellectual \nproperty right of any third party, or (iii) unauthorized or illegal use by \nthe Company of the Data or other information obtained from the Co-branded \nSite or from ZDNet.\n\n                     (b)    ZDNET INDEMNITY. ZDNet agrees to indemnify, \ndefend and hold harmless, Company and its officers, directors, shareholders, \nemployees, agents and affiliates, subsidiaries, successors and assigns, from \nand against any and all damages, liabilities, costs and expenses, including \nreasonable legal fees and expenses, arising out of or related to any third \nparty claim alleging (i) any breach of any covenant, agreement or warranty \nmade by ZDNet in this Agreement, (ii) that the ZDNet Content or ZDNet Marks \nwhen used as permitted herein infringe any copyright, US trademark, US \npatent, trade secret or other intellectual property right of any third party, \nor (iii) unauthorized or illegal use by ZDNet of the Data or other \ninformation obtained by ZDNet directly from the Co-branded Site or from \nCompany, and that any advertising on the Co-branded Site is false or \nmisleading.\n\n                     (c)    CONDITIONS PRECEDENT. Each party's \nindemnification obligations hereunder shall be conditioned upon (i) prompt \nwritten notice by the indemnified party to the indemnifying party of any \nclaim, action or demand for which indemnity is claimed; (ii) complete control \nof the defense and settlement thereof by the indemnifying party; and (iii) \nsuch reasonable cooperation by the indemnified party in the defense as the \nindemnifying party may request.\n\n                     (d)    INFRINGEMENT CLAIM.  If either party's (the \n\"Infringing Party\") intellectual property rights are alleged or held to \ninfringe the intellectual property rights of a third party, the Infringing \nParty shall, at its own expense, and in its sole discretion, (i) procure for \nthe non-Infringing Party the right to continue to use the allegedly \ninfringing intellectual property or (ii) replace or modify the intellectual \nproperty to make it non-infringing  If neither option is available the \nInfringing Party shall be deemed to be in material breach of this Agreement.\n\n              12.    REPRESENTATIONS AND WARRANTIES.\n\n                     (a)    BY COMPANY.  Company represents and warrants to\nZDNet:\n\n                            (i)    Company is duly organized and validly\n              existing under the laws of the State of Minnesota and has full\n              corporate power and authority to enter into this Agreement and\n              perform as contemplated herein; and\n\n                            (ii)   Company has received no notice that the\n              Company Marks, Techies Content or any other intellectual property\n              of Company to be used in the performance of its services and\n              obligations under this Agreement, violates the rights or interests\n              of any third party.\n\n                     (b)    BY ZDNET.  ZDNet represents and warrants to Company:\n\n                                       10\n\n\n                            (i)    ZDNet is a division of ZD Inc., a corporation\n              duly organized and validly existing under the laws of the State of\n              Delaware and has full corporate power and authority to enter into\n              this Agreement and perform as contemplated herein;\n\n                            (ii)   ZDNet has received no notice that the ZDNet\n              Marks, ZDNet Content or any other intellectual property of ZDNet\n              to be used in the performance of its services and obligations\n              under this Agreement, violates the rights or interests of any\n              third party.\n\n              13.    PRESS RELEASES.  The parties may jointly prepare press \nreleases announcing the existence of this Agreement, but shall not otherwise \nmake any public statements or disclosures concerning the terms of this \nAgreement to any medium except with the prior approval of both parties or as \nrequired by law or the rules of any applicable stock exchange or any \ngovernmental agency.\n\n              14.    CONFIDENTIALITY.  During the Term of this Agreement and \nthereafter, each party will use and reproduce the other party's Confidential \nInformation only for purposes of this Agreement and only to the extent \nnecessary for such purpose and will restrict disclosure of the other party's \nConfidential Information to its employees, consultants or independent \ncontractors with a need to know and will not disclose the other party's \nConfidential Information to any third party without the prior written \napproval of the other party. Notwithstanding the foregoing, it will not be a \nbreach of this Agreement for either party to disclose Confidential \nInformation of the other party if required to do so under law or in a \njudicial or other governmental investigation or proceeding, provided the \nother party has been given prior notice and the disclosing party has sought \nall available safeguards against widespread dissemination prior to such \ndisclosure.  As used in this Agreement, the term \"Confidential Information\" \nrefers to: (i) the terms and conditions of this Agreement; (ii) each party's \ntrade secrets, business plans, strategies, methods and\/or practices; and \n(iii) any other information relating to either party or its business that is \nnot generally known to the public, including but not limited to information \nabout either party's personnel, products, customers, marketing strategies, \nservices or future business plans.  Notwithstanding the foregoing, \nConfidential Information specifically excludes (A) information that is now \ngenerally available to the public or subsequently becomes available to the \npublic through no action or fault of the other party; (B) information that is \nknown to either party without restriction, prior to receipt from the other \nparty under this Agreement, from its own independent sources as evidenced by \nsuch party's written records, and which was not acquired, directly or \nindirectly, from the other party; (C) information that either party receives \nfrom any third party reasonably known by such receiving party to have a legal \nright to transmit such information, and not under any obligation to keep such \ninformation confidential; and (D) information independently developed by \neither party's employees or agents provided that either party can show that \nthose same employees or agents had no access to the Confidential Information \nreceived hereunder.  Notwithstanding anything else set forth in this Section \n14, each party shall be entitled to use the Data in accordance with Section 7 \nherein.\n\n       15.    RELATIONSHIP OF PARTIES.  Company and ZDNet are independent \ncontractors under this Agreement, and nothing herein will be construed to \ncreate a partnership, joint venture or\n\n                                       11\n\n\nagency relationship between them.  Neither party has authority to enter into \nagreements of any kind on behalf of the other.\n\n       16.    DISPUTE RESOLUTION; CHOICE OF LAW AND FORUM.  This Agreement, \nits interpretation, performance or any breach thereof, will be construed in \naccordance with, and all questions with respect thereto will be determined \nby, the laws of the State of New York applicable to contracts entered into \nand wholly to be performed within said state without regard to its conflict \nof laws rules. Any disputes between Company and ZDNet not otherwise resolved \nby the parties or for which injunctive relief is sought, shall be submitted \nto the jurisdiction of the Federal or state courts located (i) in the City of \nNew York, State of New York in the case of a claim brought by Company against \nZDNet, and Company waives any objection it has or may have in the future with \nrespect to such venue or (ii) in County of Hennepin, State of Minnesota in \nthe case of a claim brought by ZDNet against Company, and ZDNet waives any \nobjection it has or may have in the future with respect to such venue.  \n\n       17.    ENTIRE AGREEMENT.  This Agreement contains the entire \nunderstanding of the parties hereto with respect to the transactions and \nmatters contemplated hereby, supersedes all previous agreements between the \nparties concerning the subject matter, and cannot be amended except by a \nwriting signed by both parties.  No party hereto has relied on any statement, \nrepresentation or promise of any other party or with any other officer, \nagent, employee or attorney for the other party in executing this Agreement \nexcept as expressly stated herein.\n\n       18.    COUNTERPARTS AND FACSIMILE SIGNATURES.  This Agreement may be \nexecuted in multiple counterparts, each of which shall be deemed to be an \noriginal, but all of which together shall constitute one and the same \ninstrument.  Facsimile signatures will be considered original signatures.\n\n       19.    LIMITATIONS OF LIABILITY.  EXCEPT FOR ANY INDEMNIFICATION \nLIABILITY ARISING UNDER SECTION 11 HEREIN, UNDER NO CIRCUMSTANCES SHALL \nEITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, \nCONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN \nADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF \nTHIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, \nBUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.\n\n       20.    FORCE MAJEURE.  In the event that either party is prevented \nfrom performing, or is unable to perform, any of its obligations under this \nAgreement due to any cause beyond the reasonable control of the party \ninvoking this provision, the affected party's performance shall be excused \nand the time for performance shall be extended for the period of delay or \ninability to perform due to such occurrence.  In the event that a party's \nperformance is prevented or delayed for more than sixty (60) days, then the \nother party may terminate this Agreement upon delivery of written notice to \nthe non-performing party.\n\n       21.    NOTICES.  All notice required to be given under this Agreement \nmust be given in writing and delivered either in hand, by certified mail, \nreturn receipt requested, postage pre-paid,\n\n                                       12\n\n\nor by Federal Express or other recognized overnight delivery service, all \ndelivery charges pre-paid, and addressed:\n\n              If to Company:       techies.com inc.\n                                   7101 Metro Boulevard\n                                   Edina, Minnesota 55439\n                                   Attention: VP Business Development\n                                   Fax Number: 612-253-3560\n\n              If to ZDNet:         ZDNet\n                                   650 Townsend Street\n                                   San Francisco, CA  94103\n                                   Attention: VP of Corporate Development\n                                   Fax No.: (415) 551-4599\n\n       With a copy of all notices relating to breach, termination or\ninterpretation of this Agreement to:\n\n                                   ZD Inc.\n                                   28 East 28th Street\n                                   New York, New York  10016\n                                   Attn:  Legal Department\n                                   Fax No. (212) 503-3581\n\nA notice shall be deemed to have been delivered (i) upon receipt of such \nnotice by the receiving party in the event such notice is delivered by hand, \n(ii) three (3) business days following the deposit of such notice in the mail \nif such notice is being delivered by mail, and (iii) one business day \nfollowing the deposit of such notice with an overnight delivery service.\n\n              22.    SEVERABILITY.  In the event that any provision of this \nAgreement for any reason shall be held illegal, unenforceable, or invalid, \nthe remaining provisions hereof shall remain in full force and effect and the \naffected provision shall be modified in a manner which comes closest to the \nintention of the parties at the time the original provision was agreed upon. \n\n              23.    WAIVERS.  Any waiver of any term or condition of this \nAgreement shall only be deemed to have been made if expressed in writing by \nthe party granting such waiver.  The failure or neglect by either party to \nenforce, in any one or more instances, any of the terms and conditions of \nthis Agreement shall not be construed as a waiver of the future performance \nof any such term or condition, or any other terms or conditions of this \nAgreement.\n\n              24.    ASSIGNMENT.  Neither party shall have the right to \nassign or sublicense the rights or obligations set forth in this Agreement \nwithout the other party's written consent (which shall not be unreasonably \nwithheld or delayed), provided that either party shall have the right to \nassign this Agreement and all rights and obligations herein to any person or \nentity acquiring substantially all of the assigning party's business.\n\n                                       13\n\n\n       IN WITNESS WHEREOF, the undersigned have executed this Co-Branding and \nLicense Agreement as of the date set forth above.\n\n\nZD INC.                                      TECHIES.COM INC. \n\n\nBy:  \/s\/ Thomas M. Santosusso                By:  \/s\/ Peter R. Brasket\n     -----------------------------                ---------------------------\n       Name:  Thomas M. Santosusso                    Name:  Peter R. Brasket\n       Title: Executive Director, Business            Title:  VP -Business \n               Development                                     Development\n\n                                       14\n\n\n                                     EXHIBIT A\n\n                                  FEATURES BY URL\n\n\n\n--------------------------------------------------------------------------------\n                                CO-BRANDED SITE\n--------------------------------------------------------------------------------\n          zdnet.com               techies.zdnet.com        zdnet.techies.com\n--------------------------------------------------------------------------------\n                                                  \n--------------------------------------------------------------------------------\n 1. Links to Co-branded Site  1.  techies.com.articles  1. Registration as\nand promotion of Co-branded                             techies.com Member\nSite in accordance with                                 (includes career agent\nExhibit C to this Agreement.                            setup)\n--------------------------------------------------------------------------------\n                              2.  zdnet.com articles\n--------------------------------------------------------------------------------\n                              3.  techies.com preview\n                              search &amp; results\n--------------------------------------------------------------------------------\n                              4.  Company Profiles \n--------------------------------------------------------------------------------\n                              5.  Promotion of          2.  There will be no\n                              techies.com registration  advertisements on this\n                                                        URL.\n--------------------------------------------------------------------------------\n\n\n                                       15\n\n\n                                     EXHIBIT B\n\n                          CO-BRANDED SITE LAYOUT &amp; DESIGN\n\n                                  [GRAPHIC]\n\n\n                                       16\n\n\n                                     EXHIBIT C\n\n                                 PROMOTION PROGRAM\n\n1. REGISTRATION INTEGRATION\n\na.   ZDNet will integrate an opt-in selection for users to pass a relevant\n     portion of their registration data to the Co-Branded Service during the\n     ZDNet registration process. This information transfer will provide a\n     portion of the data required to complete registration and will trigger an\n     email encouraging users to proceed with the entire registration process.\n\n         A graphical example is shown as Screenshot A following Exhibit C.\n\nb.   [****]\n\nc.   [****]\n\n\n\n2. ENTERPRISE CHANNEL INTEGRATION\n\na.   ZDNet will provide placement of a graphical macrobutton or equivalent unit\n     with every page of the Enterprise Channel Career Content Zone, including\n     but not limited to the Salary Zone tool and other technology career content\n     offered within the Zone.  The placement will drive users to register with\n     the Co-Branded Service.\n\nb.   ZDNet will provide an editorial resource to update and refresh Career Zone\n     Content on a regular basis, but no less than twice a month.\n\n           A graphical example is shown as Screenshot B following Exhibit C\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                       17\n\n\n3. COMPANY FINDER INTEGRATION\n\na.   ZDNet will integrate links to the co-branded service within the ZDNet\n     Company Finder.  Links will refer users to the Co-Branded Service.\n\n         A graphical example is shown as Screenshot C following Exhibit C\n\n\n4. INTEGRATION INTO ZDNET PERSISTENT NAVIGATION\n\na.   ZDNet will integrate a \"Tech Jobs\" link on the ZDNet Persistent\n     Navigational Element and such link will drive users to the Co-Branded\n     Service.  The link will exist in all displayed instances of the\n     Navigational Element.\n\n\n5. INTEGRATION \/ EXCLUSIVE SPONSORSHIP - ZDNET CAREERS NEWSLETTER\n\nZDNet will produce a monthly Careers newsletter which will be offered with the\nEnterprise Career Zone and within the ZDNet general newsletter sign-up screens. \nThe newsletter will be ZDNet editorially-driven content and the Co-Branded\nService will be prominently features as the exclusive Career \/ Jobs sponsor in\nevery mailing.  Techies.com will also create editorial content for this\nnewsletter and a minimum of one content piece from Techies.com will be placed in\neach newsletter, subject to final editorial approval by ZDNet.  No advertising\nof online recruitment firms will be sold in the Careers Newsletter.\n\n\n6. ZDNET HOMEPAGE INTEGRATION\n\nZDNet will provide integration of the Co-Branded Service via a \"Tech Jobs\" or\nsimilar link on the ZDNet Homepage within the Quicklinks, Channel Guide, ZDNet\nServices and Persistent navigational elements.\n\nA graphical sample is shown as Screenshot D following Exhibit C\n\n\n7.  [****]\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                       18\n\n\n                                   [****]\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n                                       19\n\n\nSCREENSHOT A - REGISTRATION INTEGRATION\n\n\n\n                                     [GRAPHIC]\n\n\n                                       20\n\n\nSCREENSHOT B - CAREER ZONE CONTENT INTEGRATION\n\n\n\n                                      [GRAPHIC]\n\n\n                                       21\n\n\nSCREENSHOT C - COMPANY FINDER INTEGRATION\n\n\n\n                                     [GRAPHIC]\n\n                                       22\n\n\nSCREENSHOT D - HOMEPAGE INTEGRATION \n\n\n\n                                    [GRAPHIC]\n\n\n                                       23\n\n\n                                     EXHIBIT D\n\n                            CUSTOMER SURVEY REQUIREMENTS\n\n\n\nMinimum survey frequency: twice per year\n\nMinimum sample size: 1,000\n\nMinimum number of questions and survey design: to be mutually agreed upon by the\nparties\n\nSurvey content generation: techies.com.\n\nSurvey content approval: joint (ZDNet and techies.com.)\n\nQuestion format: multiple choice.\n\nOwnership of data: joint\n\nReporting format: Microsoft Excel, all recorded data (not just summaries)\n\n                                       24\n\n\n                                     EXHIBIT E\n\n                         ZDNET CURRENT TERMS AND CONDITIONS\n\n\nA. Acceptance of advertising programs subject to space availability upon receipt\nof signed contract or insertion order by ZDNet.\n\nB. Online advertisements are accepted upon the representation that advertiser \nand its agency have the right to publish and display the contents thereof. In \nconsideration of such online publication and display, advertiser and its \nagency agree to indemnify and hold online publisher harmless against any \nexpense or loss by reason of any claims arising out of online publication and \ndisplay.\n\nC. Positioning of advertisements is at the discretion of the publisher except \nwhere a request for a specific preferred position is acknowledged by \npublisher in writing. Material must be received by material closing date, \notherwise position may be lost, or requested impression level may be reduced.\n\nD. Publisher may use prior ad material if new material is not received on \ntime.\n\nE. Cancellation Policy:\nAny campaign can be cancelled with no penalty up to two weeks before the \nscheduled start date of the campaign. Campaigns cancelled less than two weeks \nbefore the scheduled start date of the campaign are subject to a 15% \ncancellation fee. After a campaign has started, cancellation notices are \naccepted with two weeks' notice. Advertisers will be rebilled for all \nimpressions delivered through effective end date; if appropriate, shortrates \nwill apply.\n\nF. Postponement Policy:\nIn cases where ad material has not arrived by the fifth working day after the \nagreed-upon campaign start date, ZDNet's postponement policy goes into \neffect. ZDNet will reduce the number of total impressions for every day the \ncampaign is late, based on even distribution, and the advertiser will be \ninvoiced at the original contracted dollar amount.\n\nG. All contents of advertisements are subject to online publisher's approval. \nOnline publisher reserves the right to reject or cancel any advertisement, \ninsertion order, space reservation or position commitment at any time.\n\nH. All insertion orders are accepted subject to provisions of the current \nrate card.\n\nI. Online publisher shall not be liable for any costs or damages if for any \nreason it fails to electronically publish and display an advertisement. In no \nevent shall online publisher be liable for any damages, consequential or \notherwise, in excess of the amount paid for the advertisement, as a result of \nany mistake in the advertisement, omission from or error in any index, or for \nany other reason.\n\n                                       25\n\n\nJ. Online publisher shall have the right to hold advertiser and\/or its \nadvertising agency jointly and severally liable for such monies as are due \nand payable to online publisher for advertising which advertiser or its agent \nordered and which advertising was published and displayed.\n\nK. No conditions other than those set forth in the rate card shall be binding \non the online publisher unless specifically agreed to in writing by the \nonline publisher. Online publisher will not be bound by conditions printed or \nappearing on order blanks or copy instructions which conflict with the \nprovisions of the rate card.\n\nL. Online publisher is not liable for delays in delivery and\/or non-delivery \nin the event of an Act-of-God, action by any government or quasi-governmental \nentity, fire, flood, insurrection, riot, explosion, embargo, strikes whether \nlegal or illegal, labor or material shortage, transportation interruption of \nany kind, work slow-down or any condition beyond the control of the \nelectronic publisher affecting production or delivery in any manner.\n\nM. As used in this section entitled \"General Terms and Conditions\" the term \nonline publisher shall refer to ZDNet and Ziff-Davis Inc.\n\nN. Payment in full is due within 30 days of the \"live\" date of advertiser's \nprogram.\n\nO. All discounts are multiplicative and not additive.\n\nP. Rates are subject to change upon notice from the publisher. Publisher will \nnot accept any catalogs as advertisements nor permit the use of the word \n\"catalog\" in any advertisements except by special written agreement with \nPublisher. Advertisers using the word \"catalog\" in their ads without \nPublisher's written consent will be held liable for the payment of any \nadditional postage fees which may be imposed by the US Postal Service.\"\n\nCONTRACTUAL INFORMATION\n\n     -    Banners and insertion orders must be delivered at least three (3)\n          business days prior to the start of an insertion term. \n     -    Banner changes during an insertion term must be delivered at least one\n          (1) business day prior to change. \n     -    ZDNet will run up to four (4) banners at one time, and will change\n          creatives as frequently as once per week. \n     -    All advertising requires a signed insertion order. \n     -    Any correspondence should include a list of: advertiser's name,\n          contracted banner positions, URL link, alternative text and run dates.\n     -    All quarterly and monthly programs start on weekdays (no holidays or\n          weekends). \n\n                                       26\n\n\n                                     EXHIBIT F\n\n                               PERFORMANCE STANDARDS\n\nUptime Performance: Company shall maintain uptime of at least ninety-seven \npercent (97%) of the time within each one month period of this Agreement, \nbarring exceptions detailed under Measurement Stipulations below.  Service \nuptime means that a user on the Internet is able to access the Co-branded \nSite, and that access to the Co-branded Site, including the registration \ntool, shall not result in retrieval errors.\n\nMeasurement Stipulations:     Performance shall be measured by multiple \nindependent third party companies agreed upon by both parties.  Measurement \nperiods shall begin and end at 00:00 Sunday morning.  Any scheduled \nmaintenance performed by Company or its agents shall be excluded from uptime \ncalculations. Company shall not be responsible for access problems to the \nCo-branded Site caused by failure of a user or third party measurement \ncompany's ISP, intervening ISP between the user or third party measurement \ncompany's ISP, or peering points (public or private) between any of the \naforementioned parties. Such failures shall not be included in performance \nmeasurement calculations. Problems accessing content caused by user action or \nlack thereof (i.e., forgot password, proxies or browser is not standards \ncompliant, etc.) shall not count toward performance measurement calculations. \n However, Company shall take commercially reasonable steps to solve such \nproblems as they arise.\n\nNon-conformance: Company shall be considered to not be in compliance with \nperformance measurement guidelines if it fails to meet the conditions \noutlined above for two consecutive measurement periods or for three \nmeasurement periods in any six week period.\n\n                                       27\n\n\n                                     EXHIBIT G\n\n                                 PAYMENT SCHEDULE \n\n\n\n[****]\n\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                       28\n\n\n                                       [****]\n                                          \n\n\n[****]Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                       29\n\n\n                                     EXHIBIT I\n\nSPONSORSHIP MACROBUTTON\n\nThe Company shall provide an above the fold sponsorship MacroButton to ZDNet. \nThe MacroButton shall be designed substantially as follows:\n\nMACROBUTTON SPECIFICATIONS\n\nDimensions:    88w x 120h (pixels).\n \nFormat:   GIF format (72dpi, 256 colors).\n \nLink Information: The MacroButton will contain a linked ZDNet logo and 1-3\nadditional links to ZDNet which shall be editorial in nature and determined by\nZDNet.\n\n                                       30\n\n\n\nNovember 10, 1999\n\nMr. George Still, Jr.\nNorwest Venture Partners\n245 Lytton Avenue, Suite 250\nPalo Alto, CA 94301\n\nMr. Michael J. Stark\nCrosslink Omega Ventures\n555 California Street, Suite 2600\nSan Francisco, CA 94104\n\nMr. Lee M. Feldman\nZDNet, a division of ZD Inc.\n28 East 28th Street\nNew York, NY 10016\n\nRe: Extension of Offering Period; [***]\n    -----------------------------------\n\n\nDear Michael, George and Lee:\n\nAs a final step in closing the Series B financing of $25 million, I am asking \nfor your acknowledgement and consent to (i) extend the offering period under \nthe Series B Convertible Preferred Stock Purchase Agreement dated September \n14, 1999, to allow for the sale of the balance of the shares offered under \nthe agreement, and (ii) [***]. In exchange, we agree to the items listed on \nthe attached schedule.\n\nPlease sign this letter and return it immediately to me via fax \n(612-253-3560).\n\nSincerely,\n\n\/s\/ Jeff Traynor\n----------------------\nJeff Traynor\nChief Financial Officer\n\nAcknowledged and Agreed:\n\nRecord Name of Shareholder: \/s\/ ZDNet, a division of ZD Inc.\n                            -----------------------------------\n\n**** Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n\n\nSchedule to 10 November 1999 Letter\n------------------------------------\n\n[****]\n\n\n\n**** Represents material which has been redacted pursuant to a request for \nconfidential treatment pursuant to Rule 406 under the Securities Act of 1933, \nas amended.\n\n                                          2\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9384],"corporate_contracts_industries":[9464],"corporate_contracts_types":[9613,9619],"class_list":["post-42139","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ziff-davis-inc","corporate_contracts_industries-media__books","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42139","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42139"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42139"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42139"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42139"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}