{"id":42181,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/content-license-agreement-yahoo-inc-and-zdnet.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"content-license-agreement-yahoo-inc-and-zdnet","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/content-license-agreement-yahoo-inc-and-zdnet.html","title":{"rendered":"Content License Agreement &#8211; Yahoo! Inc. and ZDNet"},"content":{"rendered":"<pre> \n                                  YAHOO! INC.\n                                       \n                           CONTENT LICENSE AGREEMENT\n\n     THIS CONTENT LICENSE AGREEMENT (the \"AGREEMENT\") is made as of this 8th\nday of January, 1998  between YAHOO! INC., a California corporation, with\noffices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, (\"YAHOO\")\nand ZDNET, with offices at One Athenaeum Street, Cambridge, MA 02142\n(\"LICENSOR\").\n\n     In consideration of the mutual promises contained herein, the parties\nagree as follows:\n\nSECTION 1: DEFINITIONS\n\n     Unless otherwise specified, capitalized terms used in this Agreement shall\nhave the meanings attributed to them in EXHIBIT A hereto.\n\nSECTION 2: GRANT OF LICENSES\n\n2.1  LICENSOR GRANT OF LICENSES.  Subject to the terms and conditions of this\nAgreement, Licensor hereby grants to Yahoo, under Licensor's applicable\nIntellectual Property Rights:\n\n     (a)  A non-exclusive, worldwide license to use, modify, reproduce,\n          distribute, display and transmit the Licensor Content in electronic\n          form as part of the Yahoo Properties via the Internet, and to permit\n          users of the Yahoo Properties to download and print the Licensor\n          Content for personal use. Yahoo's license to modify the Licensor\n          content shall be limited to modifying the Licensor Content to fit the\n          format and look and feel of the Yahoo Property; Yahoo shall not alter\n          the substantive meaning of the Licensor Content in any way.\n\n     (b)  A non-exclusive, worldwide, fully paid license to use, reproduce and\n          display the Licensor's Brand Features: (i) in connection with the\n          presentation of the Licensor Content on the Yahoo Cobranded Pages in\n          the Yahoo Properties; and (ii) in connection with the marketing and\n          promotion of the Yahoo Properties.  All use by Yahoo of Licensor's\n          Brand Features shall comply with Licensor's trademark usage\n          guidelines as have been delivered to Yahoo from time to time.\n\n     (c)  Yahoo shall be entitled to sublicense the rights set forth in this\n          Section 2.1(1) to its Affiliates only for inclusion in Yahoo\n          Properties, and (2) as necessary for  any mirror site of or\n          distribution arrangement for a Yahoo Property.  Any sublicense shall\n          obligate the sublicensee to comply with the terms and conditions of\n          this Agreement, however, Yahoo shall remain liable for any breach by\n          such sublicensee.\n\n2.2  QUALITY STANDARDS.  Each of Yahoo and Licensee shall at all times conduct\nall aspects of its business which relate to the Yahoo Properties and the\nLicensor Site in a professional manner that\n\n\n\nwill reflect favorably upon the other party so as to preserve and enhance the \ngoodwill associated with the Brand Features of the other party. Yahoo shall \nnot modify the Licensor Content except as may be necessary to conform to the \nlook and feel of the Yahoo Properties; provided that such modifications shall \nnot alter the substantive meaning of any Licensor Content in any way.\n\nSECTION 3: DELIVERY OF LICENSOR CONTENT; ADVERTISING REVENUE\n\n3.1  YAHOO'S RESPONSIBILITIES.  In addition to any responsibilities that may be\nset forth in EXHIBIT C, Yahoo will be responsible for implementing the agreed\nupon design and layout and for posting,  maintenance and operation of the Yahoo\nCobranded Pages.\n\n3.2  LICENSOR ASSISTANCE.  In addition to any responsibilities that may be set\nforth in EXHIBIT C, Licensor will provide on-going assistance to Yahoo with\nregard to technical, administrative and service-oriented issues relating to the\nutilization, transmission and maintenance of the Licensor Content, as Yahoo may\nreasonably request. Licensor will use its reasonable best efforts to ensure\nthat the Licensor Content is accurate, comprehensive and updated regularly in\naccordance with the Delivery Specifications as set forth in EXHIBIT C.\n\n3.3  ADVERTISING RIGHTS.  Yahoo shall have the sole right to sell and retain\nall Advertising Rights with respect to Yahoo Cobranded  Pages.  All advertising\ninventory generated via pageviews to Yahoo's servers, including the Yahoo\nCobranded Pages, will be the property of Yahoo and Yahoo will keep 100% of the\nrevenue.  Licensor shall have the sole right to sell and retain all Advertising\nRights on the Licensor Site, including on any page within the Licensor Site\nwhich is linked to from the Yahoo Properties.   All advertising inventory\ngenerated via pageviews to the Licensor Site, will be the property of Licensor\nand Licensor will keep 100% of the revenue, even if traffic originated from a\nYahoo Cobranded Page.\n\n3.4  NOTICES.  Yahoo will not alter or impair any acknowledgment of copyright\nor other Intellectual Property Rights of Licensor that may appear in the\nLicensor Content and the Licensor Brand Features, including all copyright,\ntrademark and similar notices that Licensor may reasonably request on each\nYahoo Cobranded Page.\n\n3.5  LINKS.  During the Term (as defined in Section 7), the parties will\nmaintain the hypertext links specified in EXHIBIT B.\n\nSECTION 4: LICENSOR CONTENT\n\n4.1  SELECTION OF LICENSOR CONTENT.  Licensor Content will be placed on the\nYahoo Properties as described in EXHIBIT B. Licensor will provide Licensor\nContent in a volume appropriate in light of the number and placement of\nPointers placed by Yahoo on the Yahoo Properties.  The goal of the parties is\nto generate a relatively equal amount of page views on the Yahoo Cobranded\nPages, on the one hand, and the pages on the Licensor Site which are visited by\nusers through the links on the Yahoo Cobranded Pages, on the other hand.\nLicensor and Yahoo will compare traffic levels for the applicable pages of the\nLicensor Site and the Yahoo Cobranded Pages monthly during the first three\nmonths of the Term and thereafter on a quarterly basis and\n\n\n\nthe parties will take steps to balance the page views.  Yahoo shall use good \nfaith reasonable best efforts to balance such page views from the Yahoo \nProperties to the Licensor Site in any way it deems reasonably appropriate, \nin consultation with Licensor, including from areas of the Yahoo Properties \nother than the Yahoo Cobranded Pages.  In the event Yahoo is not successful, \nafter using  good faith, reasonable best efforts, in balancing such page \nviews, Licensor's sole remedy shall be to terminate this Agreement upon at \nleast thirty (30) days written notice to Yahoo, provided such page views have \nnot been balanced by the end of such thirty (30) days. Licensor's remedy \nshall not be limited however, if Licensor fails to use its good faith \nreasonable best efforts to balance the page views.\n\n4.2  CORRECTIONS.  If Licensor requests that any portion of the Licensed\nContent on a Yahoo Cobranded Page be deleted, corrected or made inaccessible\nbecause such Licensed Content contains material errors, or is, or could be\nsubject to a claim that it is defamatory, obscene, invades the right of\nprivacy, or infringes any right of any person or entity, Yahoo shall delete or\ncorrect the affected Licensor Content within 72 hours after receipt of\nLicensor's request. If Licensor requests that any portion of the Licensed\nContent on a Yahoo Cobranded Page be deleted, updated, replaced or made\ninaccessible for any other reason, Yahoo shall use commercially reasonable\nefforts to honor this request as soon as possible but no later than five (5)\ndays from the date of Licensor's request.\n\nSECTION 5: INDEMNIFICATION\n\n5.1  LICENSOR INDEMNITY.  Licensor, at its own expense, will indemnify, defend\nand hold harmless Yahoo, its Affiliates and their employees, representatives,\nagents, from and against any judgment, loss, damage, liability, cost or expense\n(including reasonable attorneys' fees) arising from any third party claim,\nbrought against Yahoo or its  Affiliates  alleging that (1) the Licensor\nContent as delivered to Yahoo, (2) any material contained on the Yahoo\nCobranded Pages (other than the Yahoo Brand Features), (3) any Licensor Brand\nFeature licensed to Yahoo hereunder or (4) or any material, including, without\nlimitation, software, included on or downloadable from Licensor Site that is\nfull text of articles excerpted or headlined on the Yahoo Cobranded Pages or is\nspecifically referenced on the Yahoo Cobranded Pages (including those shareware\nfiles or other software available for download either via a download button on\nthe Yahoo Cobranded Pages or which are specifically referred to on the Yahoo\nCobranded Pages), infringes in any manner any Intellectual Property Right of\nany third party or contains any material or information that is obscene,\ndefamatory, libelous, slanderous, that violates any person's right of\npublicity, privacy or contains any virus; PROVIDED, HOWEVER, that Licensor\nshall have no obligation to indemnify under this section unless: (x) Yahoo\nprovides Licensor with prompt written notice of any such claim; (y)Yahoo\npermits Licensor to assume and control the defense of such action, with counsel\nchosen by Licensor (who shall be reasonably acceptable to Yahoo); and (z)\nLicensor does not enter into any settlement or compromise of any such claim\nwithout Yahoo's prior written consent, which consent shall not be unreasonably\nwithheld. Licensor will pay any and all costs, damages, and expenses,\nincluding, but not limited to, reasonable attorneys' fees and costs awarded\nagainst or otherwise incurred by Yahoo or an Affiliate in connection with or\narising from any such claim, suit, action or proceeding. It is understood and\nagreed that Yahoo does not intend and will not be required to edit or review\nfor accuracy or appropriateness any\n\n\n\nLicensor Content.\n\n5.2  YAHOO INDEMNITY.  Yahoo, at its own expense, will indemnify, defend and\nhold harmless Licensor, its Affiliates, and their respective employees,\nrepresentatives, officers, directors, and agents (collectively, the \"Licensor\nParties\") from and against any judgment, loss, damages, liability, cost or\nexpense (including reasonable attorneys' fees) arising from any third party\nclaim brought against any Licensor Party to the extent such claim alleges that\nany modification made by Yahoo to any Licensor Content or any Licensor Brand\nFeature or any use of the Licensor Content or Licensor Brand Feature by Yahoo\nin a manner not permitted by this Agreement infringes in any manner any\nIntellectual Property Right of any third party or contains any material or\ninformation that is obscene, defamatory, libelous, slanderous, that violates\nany person's right of publicity, privacy; PROVIDED, HOWEVER, that Yahoo shall\nhave no obligation to indemnify any Licensor Party under this section unless:\n(x) Licensor provides Yahoo with prompt written notice of any such claim; (y)\nLicensor permits Yahoo to assume and control the defense to such action, with\ncounsel chosen by Yahoo (who shall be reasonably acceptable to Licensor); and\n(z) Yahoo does not enter into any settlement or compromise of such claim\nwithout Licensor's prior written consent, which consent shall not be\nunreasonably withheld.\n\nSECTION 6: LIMITATION OF LIABILITY AND WARRANTY\n\n6.1. LIMITATION OF LIABILITY.  EXCEPT AS PROVIDED IN SECTION 5, UNDER NO\nCIRCUMSTANCES SHALL LICENSOR, YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER\nPARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES\nARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE\nPOSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR\nANTICIPATED PROFITS OR LOST BUSINESS.\n\n6.2  LIMITATION OF WARRANTY.  THE LICENSOR CONTENT AND THE LICENSOR BRAND\nFEATURES ARE PROVIDED HEREUNDER BY LICENSOR ON AN \"AS IS\" BASIS WITHOUT\nWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO\nWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE.\n\nSECTION 7: TERM AND TERMINATION\n\n7.1  INITIAL TERM AND RENEWALS.  This Agreement will become effective as of the\nEffective Date and shall, unless sooner terminated as provided below or as\notherwise agreed, remain effective for an initial term of twenty-four (24)\nmonths following the Launch Date (the \"INITIAL TERM\"). Yahoo shall notify\nLicensor of such first date of public availability.  After the Initial Term,\nthis Agreement will be automatically renewed for successive additional one year\nperiods (\"EXTENSION TERMS\"), unless otherwise terminated by either party by\ngiving notice to the other party not less than sixty (60) days prior to the end\nof a Term. As used herein, the \"Term\" means the Initial Term and any Extension\nTerm(s).\n\n\n\n7.2  EARLY TERMINATION.  Notwithstanding the foregoing, this Agreement may be\nterminated by either party immediately upon notice if the other party: (a)\nbecomes insolvent; (b) files a petition in bankruptcy; (c) makes an assignment\nfor the benefit of its creditors; or (d) breaches any of its obligations under\nthis Agreement in any material respect, which breach is not remedied within\nfifteen  (15) days following written notice to such party or (e) for any reason\nor for no reason sixty (60) days after notice to the other party. In addition,\nLicensor may terminate this Agreement prior to the end of the term pursuant to\nSection 4.1.\n\n7.3  YAHOO EARLY TERMINATION.  Yahoo may terminate this Agreement prior to the\nend of the term effective on any of the following dates in the circumstances\ndescribed below: twelve (12) months, fifteen (15) months, eighteen (18) months,\nor twenty-one (21 months after the Launch Date (each, an \"Offer Matching\nDate\"). In the event that Yahoo receives a bona fide third party offer to\nprovide any segment of Computing Content of the type listed in Section 3 of\nExhibit B, on an exclusive basis for the Yahoo Properties (i.e., Yahoo may\nlicense Computing Content only from such third party), then at least sixty (60)\ndays prior to the applicable Offer Matching Date,  Yahoo shall give Licensor\nwritten notice (the \"Offer Notice\") of the material terms of such third party\noffer. Licensor shall have ten (10) business days from its receipt of the Offer\nNotice to either accept the Offer Notice and provide such Computing Content on\nthe terms specified therein or decline the Offer Notice in which event this\nAgreement shall terminate as of such Offer Matching Date and Yahoo shall be\nfree to license such content from a third party on terms no less favorable to\nYahoo than those offered to Licensor in the Offer Notice.  Notwithstanding the\nforegoing, this Section 7.3 shall not apply to any Premier Merchant Program of\nYahoo.  A  \"Premier Merchant Program\" is defined as an arrangement between\nYahoo and a third party in which links to the third party's Web site are placed\nin relevant areas of the Yahoo Properties for the primary purpose of generating\nsales of the third party's goods and services and where the third party\nprovides content directly related to such good and services as an ancillary\nfeature of such arrangement.\n\n7.4  EFFECT OF TERMINATION.  Except as expressly set forth in Section 4.1, a\nparty's right to terminate pursuant to this Section 7 shall be in addition to\nany other right or remedy available to such party whether pursuant to this\nAgreement, in law or at equity. Upon termination of this agreement for any\nreason, Yahoo shall immediately (i) remove all Licensor Content and Licensor\nBrand Features from its server(s) and from the Yahoo Properties and shall\npromptly delete the Licensor Content and Licensor Brand Features from its\ncomputer systems.  The provisions of Sections 5, 6, 7, 8, 9, 10, and this\nSection 7.4 shall survive any termination or expiration of this Agreement.\n\nSECTION 8: OWNERSHIP\n\n8.1  BY LICENSOR.  Yahoo acknowledges and agrees that: (i) as between Licensor\nand its Affiliates on the one hand, and Yahoo and its Affiliates on the other,\nLicensor and its Affiliates own all right, title and interest in the Licensor\nContent, the Licensor Site and the Licensor Brand Features; (ii) nothing in\nthis Agreement shall confer in Yahoo or any Yahoo Affiliate any right of\nownership in the Licensor Content, the Licensor Site or the Licensor Brand\nFeatures; and (iii) neither Yahoo or its Affiliates shall now or in the future\ncontest the validity of the Licensor\n\n\n\nBrand Features.\n\n8.2  NO OTHER LICENSES.  No licenses are granted by either party except for\nthose expressly set forth in this Agreement.\n\nSECTION 9: PUBLIC ANNOUNCEMENTS\n\n     The parties will cooperate to create any and all appropriate public\nannouncements relating to the relationship set forth in this Agreement. Neither\nparty shall make any public announcement regarding the existence or content of\nthis Agreement without the other party's prior written approval and consent,\nwhich consent shall not be unreasonably withheld.\n\nSECTION 10: NOTICES; MISCELLANEOUS PROVISIONS\n\n10.1 NOTICES.  All notices, requests and other communications called for by\nthis agreement shall be deemed to have been given immediately if made by\ntelecopy or electronic mail (confirmed by concurrent written notice sent first\nclass U.S. mail, postage prepaid), if to Yahoo at 3400 Central Expressway,\nSuite 201, Santa Clara, CA 95051, Fax; (408) 731-3301 Attention: Vice President\n(e-mail: jmallett@yahoo.com), with a copy to its General Counsel (e-mail:\njplace@yahoo.com), and if to Licensor at the physical and electronic mail\naddresses set forth on the signature page of this Agreement to the attention of\nPresident, or to such other addresses as either party shall specify to the\nother. A copy of any notice to Licensor regarding breach, interpretation or\ntermination of this Agreement shall be sent to Licensor's Legal Department at\nZiff-Davis Inc., One Park Avenue, NY, NY 10016, Attn:! Legal Department.\nNotice by any other means shall be deemed made when actually received by the\nparty to which notice is provided.\n\n10.2 MISCELLANEOUS PROVISIONS.  This Agreement will bind and inure to the\nbenefit of each party's permitted successors and assigns. Neither party may\nassign this Agreement, in whole or in part, without the other party's written\nconsent; PROVIDED, HOWEVER, that: (i) either party may assign this Agreement\nwithout such consent in connection with any merger, consolidation, any sale of\nall or substantially all of such party's assets or any other transaction in\nwhich more than fifty percent (50%) of such party's voting securities are\ntransferred. Any attempt to assign this Agreement other than in accordance with\nthis provision shall be null and void. This Agreement will be governed by and\nconstrued in accordance with the laws of the State of California, without\nreference to conflicts of laws rules, and without regard to its location of\nexecution or performance. If any provision of this Agreement is found invalid\nor unenforceable, that provision will be enforced to the maximum extent\npermissible, and the other provisions of this Agreement will remain in force.\nNeither this Agreement, nor any terms and conditions contained herein may be\nconstrued as creating or constituting a partnership, joint venture or agency\nrelationship between the parties. No failure of either party to exercise or\nenforce any of its rights under this Agreement will act as a waiver of such\nrights. This Agreement and its exhibits are the complete and exclusive\nagreement between the parties with respect to the subject matter hereof,\nsuperseding and replacing any and all prior agreements, communications, and\nunderstandings,\n\n\n\nboth written and oral, regarding such subject matter. This Agreement may only \nbe modified, or any rights under it waived, by a written document executed by \nboth parties. This Agreement may be executed in any number of counterparts, \nall of which taken together shall constitute a single instrument. Execution \nand delivery of this Agreement may be evidenced by facsimile transmission.\n\n10.3 FORCE MAJEURE.  Neither party shall be responsible for any failure or\ndelay in performance of its obligations under this Agreement because of\ncircumstances beyond its reasonable control, including, without limitation,\nacts of God, network failures or telecommunications failures.\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed\nby their duly authorized representatives as of the date first written above.\n\nYAHOO! INC.                        ZDNET\n                                   \nBy:  \/s\/ JEFFREY A. MALLETT        By:  \/s\/ DANIEL ROSENSWEIG\n     -----------------------       --------------------------\n     Name:  Jeffrey A. Mallett     Name:  Daniel Rosensweig\n     Title:  C.O.O.                Title:  President\n\nAddress:  3420 Central Expressway  Address:  One Athenaeum Street\n          Santa Clara, CA  95051             Cambridge, MA  02142\nTelecopy: 408-731-3510             Telecopy:  617-225-3600\nE-mail: jmallett@yahoo-inc.com\n\nj:\\lbb\\yahoolnk.doc\n\n\n\n\n                                   EXHIBIT A\n\n                                       \n                                  DEFINITIONS\n                                       \n     \n     \"ADVERTISING RIGHTS\" shall mean the advertising and promotional rights\nsold or licensed with respect to Content Pages.\n\n     \"AFFILIATES\" of any party shall mean any entity that controls, is\ncontrolled by or is under common control with such party. For purposes of this\ndefinition, \"control\" shall mean the possession, directly or indirectly, of a\nmajority of the voting power of such entity (whether though ownership of\nsecurities, partnership or other ownership interests, by contract or\notherwise).\n\n     \"COMPUTING CONTENT\" shall mean news stories, product reviews, features and\nrankings, buying guides, technical tips, and other content relating to the\nsubject of what are commonly perceived as computer and computer related\nproducts, including, without limitation, hardware, software, computer\nperipherals, or similar computer related equipment or software.  In no event\nshall Computer Content include reviews or other content relating to (1) books\non the subject of computing, (2) computer games or gaming, or (3) so called\n\"Enhanced\" music compact disks.\n\n     \"LAUNCH DATE\" shall mean February 15, 1998.\n\n     \"INTELLECTUAL PROPERTY RIGHTS\" shall mean trade secrets, patents,\ncopyrights, trademarks, service marks, know-how,  moral rights and similar\nrights of any type under the laws of any governmental authority, domestic or\nforeign, including all applications and registrations relating to any of the\nforegoing.\n\n     \"INTERNET\" shall mean the collection of computer networks commonly known\nas the Internet, and shall include, without limitation, the World Wide Web.\n\n     \"LICENSOR BRAND FEATURES\" shall mean all trademarks, service marks, logos\nand other distinctive brand features of Licensor that are used in the Licensor\nContent which are protected under U.S. copyright law or as to which Licensor\nhas established trademarks or trade dress rights, including, without\nlimitation, the trademarks, service marks and logos described in EXHIBIT B\nhereto.\n\n     \"LICENSOR CONTENT\" shall mean, collectively, all materials, data, and\nsimilar information from the Licensor Site selected by Licensor for inclusion\non Yahoo Cobranded Pages, of the categories listed  in EXHIBIT B attached\nhereto.\n     \n\n     \"LICENSOR SITE\" shall mean the world wide web site entitled ZDNet and\nany successor thereto.\n\n\n\n     \"POINTERS\" shall mean headlines of Licensor articles from the Licensor\nContent selected by Licensor with teaser copy from each such article.\n     \n     \"YAHOO BRAND FEATURES\" shall mean all trademarks, service marks, logos and\nother distinctive brand features of Yahoo that are used in or relate to a Yahoo\nProperty, which are protected under U.S. copyright law or as to which Yahoo has\nestablished trademark or trade dress rights, including, without limitation, the\ntrademarks, service marks and logos described in EXHIBIT B.\n\n     \"YAHOO COBRANDED  PAGES\" shall mean those pages in the Yahoo Property that\nreside on Yahoo server(s) that contain any Licensor Content and which shall\neach be co-branded with both Licensor Brand Features and Yahoo Brand Features.\n\n     \"YAHOO PROPERTIES\" shall mean any U.S. Yahoo branded or co-branded online\nweb site, including, without limitation, Internet guides, developed by Yahoo or\nits Affiliates and distributed or made available by Yahoo or its Affiliates\nover the Internet.\n\n\n\n                                   EXHIBIT B\n                                       \n                               LICENSOR CONTENT\n\n1.   Yahoo will include prominent Pointers throughout the Yahoo Properties in \nrelevant areas, at the sole discretion of Yahoo; provided that in any area of \nthe Yahoo Properties where Yahoo determines it is appropriate to include \nheadlines of or links to Computing Content, Yahoo will make reasonably \ncommercial efforts to include a Pointer (collectively, the \"Covered Areas\"). \nThe Pointers will be placed more prominently in each of the Covered Areas \nthan those pointing to similar content from any other third party content \nprovider of Computing Content.  The Pointers will link (either textually or \ngraphically, as Yahoo may determine at its sole discretion) to the Licensor \nContent from each such area. The Yahoo Cobranded Pages, accessed by clicking \non the Pointers, will be co-branded with the Licensor Brand Features and the \nYahoo Brand Features. Each party's Branded Features will be prominently \npositioned near the top of each Yahoo Cobranded Page as determined by Yahoo \nat its sole discretion, and will include prominent links to the Licensor \nSite, such links to be placed as determined by the parties.\n\n     During the term of this Agreement, Yahoo shall not license for use on \nthe Yahoo Property any Computing Content (including Pointers) of a nature \ndifferent from that described in Section 3 of this Exhibit B (the \"Additional \nContent\") unless such opportunity is first discussed with Licensor. In the \nevent that Yahoo receives a bona fide third party offer to provide Additional \nContent for the Yahoo Properties, or Yahoo desires to solicit interest from \nthird parties in providing Additional Content, Yahoo shall deliver to \nLicensor a written notice (the \"Discussion Notice\") describing the material \nterms of such third party offer or of Yahoo's intended offer to third \nparties.  At Licensor's discretion, the parties will engage in good faith \ndiscussions concerning such opportunity.  If Licensor declines to commence \ndiscussions concerning such opportunity, or if after ten (10) days from the \ndate of the Discussion Notice the parties have not after good faith \nnegotiations reached agreement concerning the licensing of such Additional \nContent, Yahoo may license such Additional Content from a third party.  The \nforegoing shall not apply to any content which is to be an ancillary feature \nof a Premier Merchant Program of the type described in Section 7.3.\n\n     During the term of this Agreement, Licensor shall not license for use on \nthe Licensor Site any content organized into a browsable hierarchy from any \nmajor Internet search site (\"Search Content\") unless such opportunity is \nfirst discussed with Yahoo. In the event that Licensor receives a bona fide \nthird party offer to provide Search Content for the Licensor Site or Licensor \ndesires to solicit interest from third parties in providing Search Content, \nLicensor shall deliver to Yahoo a written notice (the \"Search Notice\") \ndescribing  the material terms of such third party offer or of Licensor's \nintended offer to third parties. At Yahoo's discretion, the parties will \nengage in good faith discussions concerning such opportunity, or if after ten \n(10) days from the date of the Search Notice the parties have not, after good \nfaith negotiations, reached agreement concerning the licensing of Search \nContent, Licensor may license Search Content from a third party.\n\n\n\n2.   Each Yahoo Cobranded Page will include prominent links to relevant areas \nof the Licensor Site. For example, a Pointer within the Software category of \nthe Yahoo Property will link to a Yahoo Cobranded Page highlighting software, \nshareware and utilities that is downloadable from the Licensor Site.\n\n3.   The parties have agreed on the following elements of content as the \nLicensor Content that will be delivered to Yahoo for incorporation into the \nYahoo Cobranded Pages.  These feeds will be established as soon as is \npractical.\n\n*0   ZDNet News stories\n*1   Shareware features and rankings\n*2   Anchordesk and Rumors and Comment stories\n*3   Buying guide summaries (multi-product comparisons)\n*4   Tech tips\n*5   Featured hardware\/software product of the week\n*6   \"First Look\" segments from PC Magazine\n*7   Single product reviews\n\nOther elements may be added in the future as both parties agree to add them.\n\n\n\n                            LICENSOR BRAND FEATURES\n                                       \n                                     ZDNET\n                                  ZDNET Logo\n                                       \n                                       \n                                       \n                             YAHOO BRAND FEATURES\n                                       \n                                    Yahoo!\n                              Yahoo related logos\n\n\n\n                                  EXHIBIT C\n\n                     DELIVERY AND TECHNICAL SPECIFICATIONS\n\nCONTENT\n  \n1.   All Yahoo Cobranded Pages will reflect the general look and feel of the\n     Yahoo Property on which such Cobranded Page resides or is linked from.\n     The general look and feel (including layout and design) of the Yahoo\n     Cobranded Pages and any Cobranded Pages will be mutually agreed to by the\n     parties.\n\n2.   Licensor will deliver the Licensed Content to Yahoo on a regular basis via\n     e-mail or such other form as the parties may agree to from time to time.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9377,9384],"corporate_contracts_industries":[9464,9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42181","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-yahoo-inc","corporate_contracts_companies-ziff-davis-inc","corporate_contracts_industries-media__books","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42181","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=42181"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42181"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42181"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42181"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}