{"id":42178,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/content-distribution-agreement-dow-jones-amp-co-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"content-distribution-agreement-dow-jones-amp-co-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/content-distribution-agreement-dow-jones-amp-co-inc-and.html","title":{"rendered":"Content Distribution Agreement &#8211; Dow Jones &#038; Co. Inc. and Medscape Inc."},"content":{"rendered":"<pre>\n                         CONTENT DISTRIBUTION AGREEMENT\n\n\nTHIS CONTENT DISTRIBUTION AGREEMENT is between DOW JONES &amp; COMPANY, INC., a\nDelaware corporation (\"Dow Jones\") and the undersigned corporation, partnership\nor other legal entity (\"Distributor\").\n\nDistributor owns and operates the electronic service defined in Exhibit A (the\n\"Distributor Service\"). Distributor wants to obtain from Dow Jones the right to\nreceive the content defined in Exhibit B (the \"Dow Jones Information\") via the\ndelivery methods defined in Exhibit C (the \"Delivery Methods\") and make\navailable the Dow Jones Information to users who have access to a certain\nrestricted area in the Distributor Service, all on the terms and conditions set\nforth below.\n\n1.       GRANT OF RIGHTS; RESTRICTIONS.\n\n   \n         (a) ACCESS TO DOW JONES INFORMATION. Dow Jones hereby grants to\nDistributor, subject to the terms and conditions contained in this Agreement, a\nlimited, non-exclusive, nontransferable right to: (i) receive via the Delivery\nMethods the Dow Jones Information; (ii) store only the most recent transmission\nof the Dow Jones Information on one host computer owned and operated by\nDistributor located within the United States (the \"Distributor Host Computer\");\nand (iii) distribute and display the Dow Jones Information solely to \"Registered\nUsers\" (as defined in Section l(b)(I)), solely by means of the Distributor\nService and solely by means of the distribution methods defined in Exhibit A\n(the \"Authorized Distribution Methods\"). No provision of this Agreement shall be\ndeemed to restrict or limit Dow Jones' right to market, sell, distribute,\ndisplay or otherwise provide access to the Dow Jones Information directly or\nindirectly anywhere in the world, or enter into contracts, grant licenses or\nmake arrangements with any other party to market, sell, distribute, display or\notherwise provide access to the Dow Jones Information anywhere in the world.\nDistributor shall not sublicense or otherwise transfer or assign any right\ngranted in Section I (a) to any other person or entity.\n    \n\n         (b) REGISTERED USERS.\n\n                  (i) \"Registered User\" shall mean an individual who (A)\nprovides at least his or her first and last name and email address to\nDistributor, (B) becomes legally bound by Distributor's online member agreement\nand (C) has access via the Restricted Area of the Distributor Service to any\nportion of the Dow Jones Information. Distributor shall not permit any\ncorporation, partnership or other type of legal entity, other than an\nindividual, to become a Registered User and receive access to any Dow Jones\nInformation, without Dow Jones' prior written consent.\n\n                  (ii) Distributor shall cause each Registered User to be\nlegally bound by its online member agreement, a copy of which is attached to\nthis Agreement as Exhibit D (the \"Member Agreement\"). Distributor shall not\namend the Member Agreement in any way that is\n\nunfavorable to Dow Jones.\n\n                  (iii) Distributor shall not post the Dow Jones Information in\nany \"public\" or \"free\" area, or area accessible without a password, on the World\nWide Web.\n\n         (c) ADDITIONAL LICENSE RESTRICTIONS.\n\n                  (i) Distributor shall not distribute the Dow Jones Information\nto any third party other than a Registered User or distribute the Dow Jones\nInformation through any means other than through the Restricted Area of the\nDistributor Service and the Authorized Distribution methods. Distributor shall\nnot make the Dow Jones information available through third parties by\nincorporating or \"bundling\" the Distributor Service as one information source or\nservice of many available through third-party front-end software or a\nthird-party, electronic information service or Internet site. Distributor shall\nnot permit Registered Users to access the Dow Jones Information via any\ninteractive online or electronic information service other than the Distributor\nService. Distributor shall not actively engage in or authorize making any, of\nthe Dow Jones Information available: (a) as part of a \"co-branded\" or \"private\nlabel\" web site, web service, or Internet access service, or as part of a\n\"channel\" through a software or Internet service. or similar arrangements or\nrelationships that offer or provide access to Dow Jones Information from or\nthrough other web sites, web services, or Internet access services; or (b) as\npart of the Distributor Service when \"framed\" and displaced as part of another\nweb site or web service.\n\n                  (ii) Distributor shall not allow the Dow Jones Information to\nbe indexed by Web search engines or any search engine that is not integrated\ninto the Distributor Service.\n\n                  (iii) Distributor shall not grant any site or enterprise\nlicenses to receive access to Dow Jones Information, without Dow Jones' prior\nwritten consent.\n\n                  (iv) All rights not expressly granted to Distributor herein\nshall be retained by Dow Jones.\n\n2.       DELIVERY OF DOW JONES INFORMATION.\n\n         (a) DELIVERY AND INSTALLATION. Distributor shall acquire, install,\noperate and maintain at its expense all communications lines, equipment,\nsoftware, services and related technology necessary to receive the Dow Jones\nInformation via the Delivery Method. Distributor also shall be responsible for,\nand shall pay for, any development work, software or hardware relating to the\nsetup and integration of the Dow Jones Information as part of the Distributor\nService.\n\n         (b) LIMITATIONS ON USE. Except as specifically provided herein,\nDistributor shall not use, store, manipulate, distribute or otherwise make\navailable, and shall use reasonable commercial efforts to cause each third party\nwho obtains access to Dow Jones Information (including, without limitation, any\nRegistered User) not to use, store, manipulate, distribute or\n\n                                        2\n\notherwise make available, any Dow Jones Information without the prior written\nconsent of Dow Jones. Distributor shall not, and shall use reasonable commercial\nefforts not to permit any other party to, edit, alter or otherwise change in any\nmanner the content, format or presentation of the Dow Jones Information,\nincluding, without limitation, all copyright and proprietary rights notices.\n\n         (c) SERVICE PRESENTATION. Distributor shall insure that all Dow Jones\nInformation available through the Distributor Service is identified as content\nfrom Dow Jones, including, without limitation, prominently displaying on the\nDistributor Service the Dow Jones-branded logos provided to Distributor by Dow\nJones. Dow Jones shall have the right to approve the final design and\npresentation of the Dow Jones Information in the Distributor Service prior to\nthe date the Dow Jones Information is first made commercially available in the\nDistributor Service (the \"Commercial Availability Date\"), and shall have the\nright to require reasonable changes in the presentation of the Dow Jones\nInformation from time to time during the term of this Agreement.\n\n   \n         (d) QUALITY OF TRANSMISSIONS. Distributor shall use its best efforts to\ninsure that each transmission of Dow Jones Information (i) is of high quality,\n(ii) contains an accurate and complete copy of the Dow Jones Information which\nDistributor has been licensed to distribute, (iii) is free from errors or\ndefects, and (iv) with the exception of isolated short-term technical\ndifficulties, is made available to Registered Users within one hour after\nreceipt from Dow Jones.\n    \n\n         (e) SPECIFICATIONS. Distributor shall adhere to the Dow Jones Composite\nFeed specifications, a copy of which has been provided to Distributor, and any\nupdates thereof delivered to Distributor. Distributor shall not store, and shall\ndispose of, any codes and content it receives from Dow Jones hereunder other\nthan the Dow Jones Information licensed hereunder.\n\n3.       PROPRIETARY RIGHTS.\n\n         (a) OWNERSHIP; COPYRIGHT. Distributor acknowledges and agrees that all\nownership and proprietary rights (including, without limitation, the copyrights)\nto the Dow Jones Information are and shall remain the sole and exclusive\nproperty of Dow Jones or its licensors.\n\n         (b) TRADEMARKS. Distributor acknowledges and agrees that Dow Jones or\nits licensors are the sole owners of the trademarks and service marks (\"marks\")\nused in connection with the Dow Jones Information and that nothing contained in\nthis Agreement grants Distributor any right to use any Dow Jones Mark, logo or\ntrade name, except as expressly provided in this Agreement.\n\n         (c) INFRINGEMENT. Distributor shall promptly advise Dow Jones of any\npossible infringement of which Distributor becomes aware of any of Dow Jones'\nMarks, copyrights, trade secrets or other proprietary rights, or any use of the\nDow Jones Information in violation of this Agreement.\n\n4.       ADVERTISING AND PROMOTION.\n\n                                        3\n\n         (a) ADVERTISING. Distributor shall cause all advertising or promotional\nmaterial that appears on the same screen display or web page as any Dow Jones\nInformation to comply with the then-current Dow Jones Online Advertising\nGuidelines, as amended from time to time by Dow Jones in its sole discretion\n(the \"Ad Guidelines\"). The current version of the Ad Guidelines are attached as\nExhibit F. Dow Jones will deliver at least 30 days' advance notice prior to\namending the Ad Guidelines.\n\n         (b) PROMOTIONAL MATERIALS. Distributor shall not make, publish or\ndistribute or cooperate with any third party in making, publishing or\ndistributing any public announcements, press releases, advertising, marketing\npromotional or other materials (whether in print, electronically or otherwise)\n(\"Materials\") that use Dow Jones' name. logos, or Marks with regard to the\nexecution or performance of this Agreement, without the prior written approval\nof Dow Jones. If Dow Jones has not notified Distributor of its disapproval\nwithin 10 days after Distributor delivers samples of a particular item of\nmaterial, such Material shall be deemed approved.\n\n5.       PAYMENTS.\n\n   \n         (a) CALCULATION OF PAYMENTS. Beginning on the earlier of (i) the\nCommercial Availability Date or (ii) 60 days after the Effective Date,\nDistributor shall pay to Dow Jones the payments (\"Payments\") defined in Exhibit\nE at the times set forth in Exhibit E.\n    \n\n         (b) PAYMENT. Within thirty (30) days after the end of each calendar\nmonth, Distributor shall deliver to Dow Jones a check in an amount equal to the\nPayment for such period, and a report setting forth sufficient information for\nDow Jones to determine how the Payment was calculated, a breakdown of the number\nof Registered Users whose principal residence is outside the U.S. and Canada,\nand any other information agreed upon by both parties.\n\n         (c) TAXES. Distributor shall pay any taxes, fees and similar\ngovernmental charges related to the execution or performance of this Agreement,\nother than applicable income taxes imposed on Dow Jones related to its receipt\nof Payments.\n\n         (d) MAINTENANCE AND INSPECTION OF RECORDS. Distributor shall maintain\ncomplete and accurate books and records, in accordance with generally accepted\naccounting practices, of all matters related to its compliance with its\nobligations hereunder (\"Records\"). Dow Jones shall have the right itself, or\nthrough its authorized representatives, upon at least 30 days' prior written\nnotice to inspect the Records of Distributor during normal business hours no\nmore than twice per year; provided, however, if such inspection reveals an\nunderpayment to Dow Jones of more than 4%, the cost of such inspection shall be\npaid by Distributor. Dow Jones will keep confidential all information obtained\nfrom such inspection. and use it solely for the purpose of verifying compliance\nwith the terms hereof.\n\n         (e) CURRENCY. All amounts are stated in U.S. Dollars and shall be paid\nin U.S.\n\n                                        4\n\ncurrency.\n\n6.       INDEMNIFICATION.\n\n         (a) BY DOW JONES. Dow Jones shall indemnify and hold harmless\nDistributor against all liabilities, costs and expenses (including reasonable\nattorneys' fees) incurred by Distributor that arise out of any claim asserted by\na third party that the Dow Jones Information infringes a U.S. copyright (except\nfor claims for which Dow Jones is entitled to indemnification under Section\n6(b), in which case Dow Jones shall have no indemnification obligations with\nrespect to such claim), provided that Distributor, upon receipt of notice of a\nclaim that could result in Dow Jones indemnifying Distributor pursuant to this\nsubsection, gives prompt written notice to Dow Jones of the existence of such\nclaim and permits Dow Jones, if it so requests, either to conduct the defense of\nsuch claim or to participate with Distributor in the defense thereof and in any\nsettlement negotiations relating thereto; provided, however, that Dow Jones\nshall not be required to pay any settlement amount that it has not approved in\nadvance.\n\n   \n         (b) BY DISTRIBUTOR. Distributor shall indemnify and hold harmless Dow\nJones against all liabilities, costs and expenses (including reasonable\nattorneys' fees) incurred by Dow Jones that arise out of any claim asserted by a\nthird party that involves, relates to or concerns (i) the marketing, sale, or\npromotion by Distributor of the Distributor Service, (ii) any use by Distributor\nof any Dow Jones Information in violation of this Agreement; or (iii) any claim\nalleging that the Distributor Service infringes any patent, trade secret,\ncopyright or other intellectual property rights of any third party; provided\nthat Dow Jones, upon receipt of notice of a claim that could result in\nDistributor indemnifying Dow Jones pursuant to this subsection, gives prompt\nwritten notice to Distributor of the existence of such claim and permits\nDistributor, if it so requests, either to conduct the defense of such claim or\nto participate with Dow Jones in the defense thereof and in any settlement\nnegotiations relating thereto; provided however, that Distributor shall not be\nrequired to pay any settlement amount that it has not approved in advance.\n    \n\n         (c) DISCLAIMER. DOW JONES PROVIDES THE DOW JONES INFORMATION \"AS IS\",\nWITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. FOR EXAMPLE, DOW JONES DOES NOT\nWARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, ADEQUACY, MERCHANTABILITY OR\nFITNESS FOR A PARTICULAR PURPOSE OF THE DOW JONES INFORMATION, AND DOW JONES\nSHALL NOT BE LIABLE TO DISTRIBUTOR OR TO ANY THIRD PARTY WITH RESPECT TO ANY\nACTUAL OR ALLEGED INACCURACY, UNTIMELINESS, INCOMPLETENESS, INADEQUACY,\nUNMERCHANTABILITY OR UNFITNESS. DISTRIBUTOR SHALL NOT MAKE ANY STATEMENT\nRESPECTING THE DOW JONES INFORMATION THAT IS CONTRADICTORY TO OR INCONSISTENT\nWITH THE FOREGOING STATEMENTS.\n\n7.       TERM AND TERMINATION.\n\n         (a) TERM. The term of this Agreement shall commence on the Effective\nDate (defined\n\n                                        5\n\non last page of this Agreement) and shall terminate on the first anniversary of\nthe Effective Date. Unless either party delivers to the other written notice of\nnonrenewal at least 60 days prior to the end of the then-current term or renewal\nterm, this Agreement shall automatically be extended for additional one year\nterms.\n\n         (b) UNCURED BREACH. If either party shall breach any provision\ncontained in this Agreement (other than a breach of Section 8, which shall be\ndeemed incurable) and such breach is not cured within 30 days after receiving\nwritten notice of such breach from the other party, the party giving such notice\nmay then deliver a second written notice to the breaching party, terminating,\nthis Agreement, in which event this Agreement, and the licenses granted\nhereunder. shall terminate on the date specified in such second notice.\n\n         (c) CESSATION OF SERVICE. If Dow Jones discontinues publishing or\ncommercial distribution of the Dow Jones Information, then either party may\ncancel this Agreement upon thirty (30) days' prior written notice to the other\nparty.\n\n         (d) INSOLVENCY. In the event that either party, shall be adjudged\ninsolvent or bankrupt, or upon the institution of any proceedings by it seeking\nrelief, reorganization or arrangement under any laws relating to insolvency, or\nif an involuntary petition in bankruptcy is filed against such party and said\npetition is not discharged within 60 days after such filing, or upon any\nassignment for the benefit of its creditors, or upon the appointment of a\nreceiver, liquidator or trustee of any of its assets, or upon the liquidation,\ndissolution or winding up of its business (an \"Event of Bankruptcy\"), then the\nparty affected by any such Event of Bankruptcy shall immediately Give notice\nthereof to the other party, and the other party at its option may terminate this\nAgreement, and the licenses granted hereunder, upon written notice.\n\n         (e) CHANGE IN CONTROL. If there is a direct or indirect change in the\neffective voting control of Distributor, or if Distributor merges into or is\nacquired by a third party, or if Distributor sells or transfers the Distributor\nService or all or substantially all of the assets of the business unit\ncontaining the Distributor Service to a third party (a \"Change in Control\"),\nthen Distributor shall give prompt written notice thereof to Dow Jones, and Dow\nJones at its option may, within 30 days after receipt of such notice or\nimmediately, if no timely notice is given, terminate this Agreement immediately\nby, delivering written notice. Distributor may notify, Dow Jones in writing of\nany proposed Change in Control prior to its proposed effectiveness, and Dow\nJones shall, within 30 days after receipt of such notice, notify Distributor\nwhether Dow Jones would exercise its right to terminate this Agreement if such\nproposed Change in Control were consummated.\n\n\n   \n         (f) EFFECT OF TERMINATION. Upon the expiration or termination of this\nAgreement for any reason, Distributor shall (i) immediately inhibit all access\nto the Dow Jones Information through the Distributor Service, (ii) delete any\nDow Jones Information then stored on the Distributor Host Computer, (iii) cease\nadvertising and promoting the availability of the Dow Jones Information via the\nDistributor Service and (iv) discontinue all uses of Dow Jones' trade\n    \n\n                                        6\n\nnames or Marks. In addition, upon expiration or termination of this Agreement,\neach party, at its expense, shall promptly return to the other all copies of the\nother party's Confidential Information.\n\n8.       CONFIDENTIAL INFORMATION.\n\n   \n         Distributor and Dow Jones understand and agree that in the performance\nof this Agreement each party may have access to private or confidential\ninformation of the other party, including, but not limited to, trade secrets,\nmarketing and business plans and technical information, which is designated as\nconfidential by the disclosing party in writing, whether by letter or by the use\nof a proprietary stamp or legend, prior to or at the time it is disclosed to the\nother party (\"Confidential Information\"). Both parties agree that the terms of\nthis Agreement. including without limitation its financial terms such as the\nPayments and the information contained in reports, shall be deemed Confidential\nInformation owned by the other party. Distributor acknowledges and agrees that\nthe technical and functional specifications and the code and design of the\nComposite Feed and all tools and utilities supplied by Dow Jones to Distributor\nare Confidential Information of Dow Jones. In addition. information that is\norally disclosed to the other party shall constitute Confidential Information if\nwithin 10 days after such disclosure the disclosing party delivers to the\nreceiving party a written document describing such Confidential Information and\nreferencing the place and date of such oral disclosure and the names of the\nemployees of the party to whom such disclosure was made. Each party agrees that:\n(i) all Confidential Information shall remain the exclusive property of the\nowner; (ii) it shall maintain, and shall use prudent methods to cause its\nemployees and agents to maintain, the confidentiality and secrecy of the\nConfidential Information; (iii) it shall not, and shall use prudent methods to\nensure that its employees and agents do not, copy, publish, disclose to others\nor use (other than pursuant to the terms hereof) the Confidential Information:\nand (iv) it shall return or destroy all copies of Confidential Information upon\nrequest of the other party. Notwithstanding the foregoing, Confidential\nInformation shall not include any information to the extent it (i) is or becomes\na part of the public domain through no act or omission on the part of the\nreceiving party, (ii) is disclosed to third parties by, the disclosing party\nwithout restriction on such third parties, (iii) is in the receiving party's\npossession, without actual or constructive knowledge of an obligation of\nconfidentiality with respect thereto, at or prior to the time of disclosure\nunder this Agreement, (iv) is disclosed to the receiving party by a third party\nhaving no obligation of confidentiality with respect thereto, (v) is\nindependently developed by the receiving party without reference to the\ndisclosing party's Confidential Information or (vi) is released from\nconfidential treatment by written consent of the disclosing party.\n    \n\n9.       MISCELLANEOUS.\n\n         (a) NOTICES. All notices shall be in writing, and delivered by\ncertified mail, return receipt requested, overnight courier service, or by\nfacsimile with confirmation to the address set forth on the signature page, or\nother address stipulated in writing by a party. Notice shall be deemed delivered\nand received on the date it is actually received.\n\n                                        7\n\n         (b) AMENDMENT, ASSIGNMENT. This Agreement may not be amended except in\na writing executed by authorized representatives of Distributor and Dow Jones.\nAny such purported assignment without such prior written consent shall be void.\nNeither party may assign this Agreement, or sublicense, assign or delegate any\nright or duty hereunder, without the prior written consent of the other. This\nAgreement shall be binding upon and inure to the benefit of the parties and\ntheir respective successors and permitted assigns.\n\n         (c) SURVIVAL OF CERTAIN PROVISIONS. The rights and obligations in\nSections 3(a), 3(b), 3(c), 5(b), 5(c), 5(d), 5(e), 6, 7(f), 8 and 9 shall\nsurvive termination or expiration of this Agreement for any reason.\n\n         (d) CONSEQUENTIAL DAMAGES. Except for amounts payable pursuant to\nSection 6 or resulting from a breach of Section 8, neither party shall be liable\nto the other for any damages other than direct damages, including but not\nlimited to consequential, indirect, special, exemplary, or punitive damages, or\nany lost revenues or lost profits, even if advised of the possibility of such\ndamages.\n\n         (e) ENTIRE AGREEMENT. This Agreement contains the final and entire\nagreement of the parties on the subject matter herein and supersedes all\nprevious and contemporaneous verbal or written negotiations or agreements on the\nsubject matter herein.\n\n         (f) WAIVER. The failure of either party at any time to require\nperformance by the other party of any provision hereof shall not affect the full\nright to require such performance at any time thereafter, nor shall the waiver\nby either party of a breach of any provision hereof be taken or held to be a\nwaiver of any succeeding breach of such provision or as a waiver of the\nprovision itself.\n\n         (g) SEPARABILITY. If any provision of this Agreement or its application\nin a particular circumstance is held to be invalid or unenforceable to any\nextent, the remainder of the Agreement, or the application of such provision in\nother circumstances, shall not be affected thereby, and each provision shall be\nvalid and enforced to the fullest extent permitted by law.\n\n         (h) GOVERNING LAW. This Agreement shall be governed by, and construed\nin accordance with, the laws of the State of New York, United States, applicable\nto contracts wholly made and wholly performed in the State of New York, United\nStates. This Agreement will not be governed by the United Nations Convention on\nContracts for the International Sale of Goods.\n\n                                        8\n\n         IN WITNESS WHEREOF, duly authorized representatives of both parties\nhereto have executed this Agreement as of 1\/22\/99 (\"Effective Date\"):\n\n\nMEDSCAPE, INC.                         DOW JONES &amp; COMPANY, INC.\n\nBy:      \/s\/ Paul T. Sheils            By:       \/s\/ Jessica Perry\n    -------------------------              ------------------------------------\nName:    Paul T. Sheils                Name:    Jessica Perry\nTitle:                                 Title:   Director, Internet Distribution\nDate:                                  Date:    1-22-99\n\n\nAddress for Notices:                   Address for Notices:\n134 West 29th Street                   U.S. Highway I at Ridge Road\nNew York, NY 1000 1-5399               South Brunswick, NJ 08852\n                                       Attn.:  Executive Director,\n                                               Content and Distribution,\n                                               Dow Jones Interactive Publishing,\n                                       Fax: 609-520-4072\n\n                                       with a copy to the same street address,\n                                       but\n                                       Attn.:   Legal Dept.\n                                       Fax:     609-520-4021\n\n                                        9\n\n                                    EXHIBIT A\n                     DESCRIPTION OF THE DISTRIBUTOR SERVICE;\n                   AUTHORIZED DISTRIBUTION METHODS; TERRITORY\n\n\nDescription of Service:\n\nThe Distributor Service is a Web site owned and operated by Distributor at\n www.medscape.com:  . The Distributor Service provides access to news, information\nand services to the medical community. Distributor plans to incorporate a \"Money\nand Medicine\" feature into the Distributor Service (\"Restricted Area\"). Only\nRegistered Users will have access to the Restricted Area. The \"Money and\nInvesting\" feature will offer Registered Users personal investing news and\ninformation and resources to assist medical professionals in managing their\npractice.\n\n\nAuthorized Distribution Methods:\n\nDistributor will only make the Dow Jones Information available through the\nRestricted Area to Registered Users and solely through the World Wide Web.\n\n\nArchive:\n\nDistributor shall only make available the most recent transmission of the Dow\nJones Information to Registered Users.\n\n\nAdditional Terms:\n\nDistributor agrees to submit an application to Dow Jones to become a member of\nThe Wall Street Journal Interactive Edition Affiliates Program.\n\n                                       10\n\n                                    EXHIBIT B\n                    DESCRIPTION OF THE DOW JONES INFORMATION\n\nThe Dow Jones Information will include Dow Jones Online News (\"DJON\") stories\ncoded as:\n\n1.       Top Health-Care News (stories coded with P\/DHZ) (\"Health Care\n         Stories\"); and\n\n2.       Business and Financial News Summary (stories coded with Pi'DBZ)\n         (\"Business and Financial Stories\").\n\nDJON is a newswire written and edited for the private investor and business\nend-user. Its approximately 300 stories per business day, provide coverage of\ncorporate developments, and market and economic news.\n\nThe DJON stories that Dow Jones delivers to Distributor will not include stories\nfrom The Wall Street Journal, Smart money or Barron's.\n\n                                       11\n\n                                    EXHIBIT C\n                                DELIVERY METHODS\n\n\nDow Jones will deliver the Health Care Stories to Distributor every day at 12\nnoon and 5 p.m. via FTP or email in HTML or ASCII format on an as available\nbasis.\n\nDow Jones will deliver the Business and Financial Stories to Distributor\nthroughout the day via FTP or email in HTML or ASCII format on an as available\nbasis.\n\n                                       12\n\n                                    EXHIBIT D\n                                MEMBER AGREEMENT\n\n                                       13\n\nMedscape Terms of Service Agreement and Disclaimer\n\nThe following provisions govern the use of Medscape by Medscape members. Members\nagree to the following by submitting a member registration form. Members receive\nfree access to all Medscape's features, including a subscription to MedPulse,\nthe weekly email newsletter listing what's new on Medscape.\n\nCopyright and Trademarks\n\nThe entire contents and design of Medscape are protected under U.S. and\ninternational copyrights. Medscape is for your personal noncommercial use. You\nmay not modify, copy, distribute, transmit, display, or publish any materials\ncontained on Medscape without the prior written permission of Medscape or the\nappropriate copyright owner. Please refer to the copyright notice for more\ninformation. Certain names and logos are trademarks and service marks of\nMedscape and third parties and may not be used without permission.\n\nDisclaimer\n\n   \n(i) MEDSCAPE IS PROVIDED ON AN \"AS IS\" AND \"AS AVAILABLE\" BASIS, WITHOUT\nWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED\nTO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR\nA PARTICULAR PURPOSE; (ii) YOUR USE OF MEDSCAPE IS AT YOUR OWN RISK; (iii)\nACCESS TO MEDSCAPE MAY BE INTERRUPTED AND INFORMATION PROVIDED MAY NOT BE ERROR\nFREE; AND (iv) NEITHER MEDSCAPE INC., MEDSCAPE PUBLISHERS' CIRCLE(R) MEMBERS,\nNOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING MEDSCAPE OR THE\nMATERIALS CONTAINED THEREIN, ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR THE\nACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED ON MEDSCAPE,\nNOR SHALL THEY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,\nCONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO\nUSE, MEDSCAPE.\n    \n\nMedical Disclaimer\n\nAll clinical material published by Medscape (which excludes materials published\non the MD Web Site) undergoes peer review to ensure fair balance, objectivity,\nindependence, and relevance to educational need. The editors of the material\nherein have consulted sources believed to be reliable in their efforts to\nprovide information that is in accord with the standards accepted at the time of\nposting. However, in view of the possibility of error by the authors, editors,\nor publishers of the works contained in Medscape, neither Medscape Inc., nor\nMedscape Publishers' Circle members, nor any other party involved in the\npreparation of material contained on Medscape represents or warrants that the\ninformation contained herein is in every respect accurate or complete, and they\n\n                                       14\n\nare not responsible for any errors or omissions or for the results obtained from\nthe use of such material. Readers are encouraged to confirm the information\ncontained herein with other sources. Patients and consumers reading articles\nposted on Medscape should review the information carefully with their\nprofessional health care provider. 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