{"id":42257,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/dow-jones-interactive-publications-library-internet-gateway.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"dow-jones-interactive-publications-library-internet-gateway","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/dow-jones-interactive-publications-library-internet-gateway.html","title":{"rendered":"Dow Jones Interactive Publications Library Internet Gateway Agreement &#8211; Dow Jones &#038; Co. Inc. and Medscape Inc."},"content":{"rendered":"<pre>\n                   DOW JONES INTERACTIVE PUBLICATIONS LIBRARY\n                           INTERNET GATEWAY AGREEMENT\n\n         THIS AGREEMENT dated as of July 14, 1998 (the \"Effective Date\") is\nbetween DOW JONES &amp; COMPANY, INC., a Delaware corporation (\"Dow Jones\") and\nMEDSCAPE, INC., a legal entity organized under the laws of New York (\"Gateway\").\n\n\n         Dow Jones publishes, markets, and sells an electronic business and\nfinancial information service through which subscribers can access, display,\nsearch and retrieve business, financial and similar news and information from\ndatabases of content, currently called the Dow Jones Publications Library (the\n\"Publications Library\"), a section of the Dow Jones Interactive service. The\nPublications Library is published and accessible via the World Wide Web portion\nof the Internet, among other platforms and methods. Gateway owns or has the\nlegal right to operate an electronic information service, more fully described\nand defined on Exhibit A (the \"Gateway Service\"). Gateway wants to offer\ncustomers of its Gateway Service the opportunity to access, display, search and\nretrieve content from the Publications Library (the \"Publications Library\nContent\") through or from the Gateway Service, and Dow Jones wants to grant\nGateway the right to do so, all subject to the terms set forth in this\nAgreement. Therefore, Dow Jones and Gateway agree as follows:\n\n         1.       SPECIFICATIONS; TESTING PROCEDURES.\n\n                  (a) SPECIFICATIONS. In connection with all aspects of making\naccess to, and displaying, searching and retrieval of, Publications Library\nContent available through the Gateway Service, Gateway shall comply with the\nterms of this Agreement and the then-current versions of the Dow Jones\nPublications Library Gateway Program Integration Toolkit (collectively, the\n\"Specifications\"), a copy of which Gateway acknowledges having received. In the\nevent of a conflict or ambiguity between a term in this Agreement and the\nSpecifications, the term in this Agreement shall prevail in meaning and\ninterpretation and be deemed to reflect the agreement of the parties.\n\n                  (b) TESTING PROCEDURES. Upon Gateway's request, Dow Jones will\nprovide Gateway with a reasonable amount of technical assistance, via telephone\nand during Dow Jones's normal business hours, regarding the Specifications,\ncapacity planning, links integration, and other matters that may be agreed to by\nDow Jones. Prior to permitting any third party to access or receive any\nPublications Library Content through or from the Gateway Service, Gateway shall\nprovide Dow Jones reasonable amounts of unrestricted access to the Gateway\nService, at no charge to Dow Jones, for testing, and review to determine whether\nthe Gateway Service and its access to, display of, and transmission and delivery\nof Publications Library Content complies with the Specifications and this\nAgreement (the \"Testing Procedures\"). If, in Dow Jones' sole discretion, the\nGateway Service successfully completes the Testing Procedures, Dow Jones shall\npromptly notify Gateway in writing of such successful completion. If the Gateway\nService does\n\nnot complete successfully the Testing Procedures, Gateway may alter or modify\nits access to, display of, or transmission or delivery of Publications Library\nContent and resubmit the Gateway Service for Testing Procedures. If for any\nreason the Gateway Service fails to complete successfully the Testing\nProcedures, Dow Jones shall have no obligation to appoint Gateway as an\nauthorized marketing representative for the Publications Library, or to permit\naccess to any Publications Library Content through or from the Gateway Service,\nand Dow Jones shall have no further obligations to Gateway hereunder.\n\n                  (c) MODIFICATIONS. Dow Jones may, from time to time, make\nmodifications to the Publications Library and\/or the Specifications\n(\"Modifications\"). Dow Jones will deliver to Gateway reasonable advance notice\nof any Modifications and of any additional Testing Procedures required in\nconnection therewith. Gateway, at its expense, shall use reasonable commercial\nefforts to make any necessary alterations to the Gateway Service to conform to\nsuch Modifications (\"Gateway Alterations\"), in accordance with a reasonable\ntimetable specified by Dow Jones (the \"Alteration Schedule\"). Gateway shall make\nreasonable amounts Of unrestricted access to the revised Gateway Service\navailable to Dow Jones, at no charge to Dow Jones, for Testing Procedures to\ndetermine whether the Gateway Alterations conform to such Modifications and this\nAgreement. In no event will the Alteration Schedule require any Gateway\nAlterations and Testing Procedures to be completed in less than sixty (60) days\nafter Gateway received the Alteration Schedule and Modifications. If Gateway is\nunable, after using reasonable commercial efforts, to make the necessary Gateway\nAlterations, or if such Gateway Alterations do not successfully complete the\nTesting Procedures, either party may terminate this Agreement pursuant to the\nterms in Section 9(d) of this Agreement.\n\n         2.       CERTAIN DEFINITIONS.\n\n                  (a) GATEWAY SERVICE CUSTOMER DEFINITION. A \"Gateway Service\nCustomer\" shall be defined as an individual (i.e., not a legal or juristic\nentity) who uses the Gateway Service.\n\n                  (b) PUBLICATIONS LIBRARY SUBSCRIBER. A \"Publications Library\nSubscriber\" shall be defined as any and each individual who is a Gateway Service\nCustomer, who agrees to be legally bound by the DJ Subscription Agreement, and\nwho obtains access to or uses any Publications Library Content through or from\nor in connection with or while using the Gateway Service.\n\n                  (c) DJ SUBSCRIPTION AGREEMENT. A copy of the standard Dow\nJones Interactive Subscription Agreement for individual subscribers, as of the\nEffective Date, is attached as Exhibit B. Dow Jones shall have the right to\namend or update the DJ Subscription Agreement at any time in its sole\ndiscretion. Each time Dow Jones revises the DJ Subscription Agreement during the\nTerm, Dow Jones shall deliver a copy of the revision to Gateway prior to the\neffective date of such revision.\n\n           (d) COMMERCIAL AVAILABILITY DATE. \"Commercial Availability\nDate\" shall be\n\n                                        2\n\ndefined as the first date any portion of the Publications Library Content is\nfirst made commercially available to Gateway Service Customers through or from\nthe Gateway Service.\n\n         3.       RESPONSIBILITIES AS MARKETING REPRESENTATIVE.\n\n                  (a) APPOINTMENT. Upon notifying Gateway that the Gateway\nService has successful completed the Testing Procedures, Dow Jones will appoint\nGateway as a non-exclusive authorized marketing representative for the\nPublications Library Content through or from the Gateway Service. Gateway hereby\naccepts such appointment, and agrees to use commercially reasonable efforts to\npromote and market Publications Library Content to customers of the Gateway\nService, and cause Gateway Service Customers to become Publications Library\nSubscribers.\n\n                  (b) NONEXCLUSIVE APPOINTMENT. Nothing in this Agreement shall\nin any way limit Dow Jones' right to appoint other authorized marketing\nrepresentatives for the Publications Library, or to locate and contract with\nPublications Library customers through its own direct efforts.\n\n                  (c) EQUIPMENT AND COMMUNICATIONS LINES. Gateway shall acquire,\ninstall, operate and maintain, at its expense, all equipment, computers,\nsoftware, communications lines (if any), services and related technology\nnecessary to perform this Agreement and permit Gateway Service Customers to use,\naccess, display, search and retrieve Publications Library Content in accordance\nwith the Specifications and this Agreement.\n\n                  (d) PROMOTIONAL MATERIALS. Gateway shall not use, publish or\ndistribute, or cooperate with any third party or use, publish, or distribute,\nany press releases, or promotional, sales or advertising material\n(collectively,\"Materials\") regarding the Publications Library, or this\nAgreement, or containing the marks Dow Jones, The Wall Street Journal, or other\ntrademark or trade name known by Gateway to be owned by Dow Jones, without the\nprior written approval of Dow Jones. Similarly, Dow Jones shall not use, publish\nor distribute, or cooperate with any third party to use, publish, or distribute,\nany Materials regarding this Agreement, or containing the mark Medscape, or\nother trademark or trade name known by Dow Jones to be owned by Gateway, without\nthe prior written approval of Gateway. The foregoing shall not be construed to\nrestrict Dow Jones from engaging in any of its normal news gathering or\npublishing activities. All samples of such materials delivered by a party to the\nother party for such review shall be in English or translated into English. If a\nparty has not notified the other party of its disapproval within ten (10) days\nafter such party delivers samples of a particular item of Material, such\nMaterial shall be deemed approved. Any breach by a party of this Section, among\nothers, shall be deemed a material breach of this Agreement.\n\n                  (e) CUSTOMER SERVICE. Gateway shall promptly consult with Dow\nJones by email, telephone, or other means agreed to by both parties, regarding\nall questions and complaints from Gateway Service Customers regarding the\nPublications Library that Gateway personnel\n\n                                        3\n\nreceive. Gateway shall not answer, and shall promptly refer to Dow Jones by\nemail, telephone, or other means agreed to by both parties, all questions and\ncomplaints from Publications Library Subscribers regarding use of the\nPublications Library, specific items of content within the Publications Library\n(such as, but not limited to, allegations of errors or omissions in content,\netc.), and regarding billing and payment for Publications Library Content, and\nDow Jones shall be responsible for promptly and professionally handling such\nquestions and complaints. Gateway shall have at least one customer service\nrepresentative available to Publications Library Subscribers, by telephone and\nby email messages, at all times from Monday through Friday, 8AM through 9PM,\nEastern U.S. Time.\n\n                  (f) CONTACT PERSONS. Each party shall designate one or more\nindividuals as that party's principal person(s) (each, a \"Contact Person\") to\ncontact for problems or questions that arise in the following areas: Technology\nand Communications; Customer Service; and Management\/Miscellaneous. Each party\nshall ensure that such party has at least one Contact Person for Technology and\nCommunications issues immediately available at all times, 24 hours per day and 7\ndays per week. Exhibit C lists the Contact Persons for each Party as of the\nEffective Date. A party may change designated Contact Persons by delivering\nnotice pursuant to Section 10(a).\n\n         4.       PUBLICATIONS LIBRARY PRESENTATION STANDARDS.\n\n                  (a) RESTRICTIONS. Gateway shall not make any of the\nPublications Library available for use, access, display, searching or retrieval:\n(1) other than as a separate branded area through or from the Gateway Service;\n(2) other than through the Gateway Service as a \"gateway\"; or (3) through an\nadditional \"gateway\" or other third party service which incorporates or\n\"bundles\" the Gateway Service as one information source or service of many\navailable through such third party's software or service or Internet site.\nGateway shall not permit a Gateway Service Customer to access the Publications\nLibrary via any interactive online or electronic information service other than\nthe Gateway Service, except to the extent that a Gateway Service Customer uses\none of such services merely to connect to the Internet and then links to the\nGateway Service using browser software. Gateway shall not make the Publications\nLibrary Content available in any \"public\" or \"free\" area, or area accessible\nwithout a password, on the World Wide Web, except for Citations that are\ndisplayed as Index Search Results (both defined in the Specifications). Gateway\nshall not combine Publications Library Content with any content from third\nparties, such that, for example, a single search request displayed results from\nthe Publications Library as well as results from another information service.\nWithout Dow Jones' prior written consent in advance, and except for Citations\nthat are displayed as Index Search Results as set forth in the Specifications,\nGateway shall not make any Publications Library Content available for free, or\nwithout payment of monetary compensation, nor shall Gateway charge any Gateway\nService Customer any amount for access to, searching in, or retrieval of any\nPublications Library Content.\n\n                  (b) NO FRAMING; THIRD PARTY ADVERTISING. Except as set forth\nin the\n\n                                        4\n\nSpecifications, Gateway shall not \"frame\" or otherwise permit matter not\nauthorized by Dow Jones to appear on the same screen display as, or obscure, any\nportion of the Publications Library. Gateway shall cause all advertising or\npromotional material that appear on the same screen display or web page as any\nPublications Library Content or any Dow Jones trademark, logo or trade name, to\ncomply with the then-current Dow Jones Online Advertising Guidelines, as amended\nfrom time to time by Dow Jones in its sole discretion (the \"Ad Guidelines\"). The\ncurrent version of the Ad Guidelines are attached as Exhibit D. Dow Jones will\ndeliver at least thirty (30) days' advance notice prior to amending the Ad\nGuidelines.\n\n                  (c) NO STORAGE OR ALTERATION. Except as specifically permitted\nin the Specifications, Gateway shall not: (1) cache or store, or authorize any\nother party (including, without limitation, any Gateway Service Customer) to\ncache or store, temporarily or permanently, any Publications Library Content for\nsubsequent distribution, display or retrieval; or (2) alter, in any manner, the\ncontent, format or presentation of the Publications Library.\n\n                  (d) FINAL PRESENTATION REVIEW AND SERVICE PRESENTATION.\nGateway shall cause the Publications Library to appear to Gateway Service\nCustomers as a separate, Dow Jones-branded area or service, and shall not permit\nany other content to appear on screen displays with Publication Library Content,\nother than advertisements or promotional materials that comply with this\nAgreement, and information and navigational features which may appear within the\nTop Bar Frame and Left Bar Frame specifically authorized in the Specifications.\nDow Jones shall have the right to approve the final design and presentation of\nthe Publications Library through or from the Gateway Service prior to the\nCommercial Availability Date, and shall have the right to require reasonable\nchanges in the presentation of links to the Publications Library from time to\ntime during the Term. Gateway shall provide Dow Jones with a reasonable number\nof passwords for the Gateway Service to enable Dow Jones to review, free of\ncharge, the design and presentation of the Gateway Service.\n\n                  (e) THIRD PARTY DATABASES. The Publications Library consists\nof databases and content owned and supplied by Dow Jones (\"DJ Databases\") and\ndatabases and content owned and supplied to Dow Jones by third parties (\"Third\nParty Databases\"). Gateway acknowledges and agrees that (1) Dow Jones, in its\nsole discretion, may from time to time add or delete DJ Databases and\/or Third\nParty Databases available through the Publications Library; (2) nothing in this\nAgreement shall prohibit the providers of the Third Party Databases from\ndistributing such Third Party Databases either directly or indirectly; and (3)\nthe availability of a Third Party Database in the Publications Library for\ndistribution to certain customers or for access through the Gateway Service is\nsubject to the continuation and extent of the license agreement between Dow\nJones and the provider of such Third Party Database with respect thereto. If the\nnumber of \"Health, Medicine &amp; Biotechnology\" sources in the Publication Library\nfalls below 250, Gateway may terminate this Agreement by delivering 30 days\nprior written notice to Dow Jones.\n\n                  (f) LEGAL RESEARCH SERVICE. Gateway shall not offer any \"Legal\nResearch\n\n                                        5\n\nMaterials\" (as defined below) contained in or available through, either directly\nor indirectly, the Gateway Service, in combination with any of the Publications\nLibrary Content, to create an information service or product that is packaged,\npriced and marketed specifically to serve the professional legal research needs\nof lawyers, legal professionals, accounting professionals or tax professionals\nin the United States. \"Legal Research Materials\" mean any statutes, laws, court\nopinions, case reports, regulations, court rules, administrative rulings,\nlegislative history, legal periodicals, legal treatises or legal citators.\n\n         5.       PRICING AND BILLING.\n\n                  (a) PRICING. Dow Jones shall establish, in its sole\ndiscretion, the pricing for access to, use of, display of, searching in, and\nretrieval of Publications Library Content through or from the Gateway Service\n(\"Fees\"). Dow Jones will deliver its schedule of Fees to Gateway prior to the\nCommercial Availability Date. If Dow Jones changes its schedule of Fees at any\ntime during the Term, Dow Jones will deliver Such amended schedule of Fees to\nGateway at least fifteen (15) days prior to the date such amended schedule will\ntake effect. Dow Jones shall have the right to retain all revenue from ads sold\non frames designated for Dow Jones' use in the Specifications. Similarly,\nGateway shall have the right to retain all revenue from ads sold in frames\ndesignated for Gateway's use in the Specifications.\n\n                  (b) BILLING AND COLLECTION. Dow Jones will bill Publications\nLibrary Subscribers for all Fees, and shall use reasonable commercial efforts to\ncollect all payments due from such billings. In addition, Dow Jones shall bill\nPublications Library Subscribers for all applicable sales, use or other similar\ntaxes and shall remit to the appropriate Government agency the taxes collected\n(collectively, \"Sales Taxes\").\n\n                  (c) GATEWAY'S COMMISSION. In consideration of its undertakings\nhereunder, for each calendar month during the Term, Dow Jones shall pay Gateway\na commission (the \"Commission\") as defined on Exhibit E.\n\n                  (d) MONTHLY REPORT; PAYMENT. Within forty-five (45) days after\nthe end of each calendar month, Dow Jones shall prepare and deliver a written\nreport (the \"Monthly Report\") to Gateway listing for the calendar month at issue\nthe information set forth on Exhibit E. Along with the Monthly Report, Dow Jones\nshall deliver a check in an amount equal to the Commission for such month,\ncalculated and paid in U.S. Dollars.\n\n                  (e) MAINTENANCE AND INSPECTION OF RECORDS. Each party shall\nmaintain complete and accurate books and records of all information necessary to\ndetermine compliance with its obligations under this Agreement (\"Records\"). Each\nparty shall have the right itself or through its authorized representatives,\nupon at least seven (7) days' prior written notice but no more often than once\neach calendar year, to inspect the other party's Records at the other party's\nlocation where such Records are kept, during such other party's regular business\nhours. All information gained by the inspecting party or its authorized\nrepresentatives from any such\n\n                                        6\n\ninspection shall be treated as Confidential Information subject to Section 8,\nand will be used solely for the purpose of verifying compliance with the\nobligations contained herein.\n\n\n         6.       PROPRIETARY RIGHTS.\n\n                  (a) OWNERSHIP; COPYRIGHT. Gateway acknowledges and agrees that\nall ownership and proprietary rights (including, without limitation, the\ncopyright and database proprietary rights) to the Publications Library and the\ncontents thereof are and shall remain the property of Dow Jones or its\nlicensors. Gateway shall give proper notice to Gateway Service Customers of Dow\nJones' copyright in the Publications Library, and shall not remove or alter any\ncopyright notices appearing in any Publications Library Content.\n\n                  (b) INFRINGEMENT. Gateway shall promptly advise Dow Jones of\nany possible infringement of which Gateway becomes aware of any of Dow Jones'\ntrademarks, copyrights, database proprietary rights, trade secrets or other\nproprietary rights, or any misuse of Publications Library Content or breach of\nthe DJ Subscription Agreement by a Publications Library Subscriber.\n\n         7.       INDEMNIFICATION; DISCLAIMER.\n\n                  (a) BY DOW JONES. In the event of any claim by any third party\nagainst Gateway arising out of or resulting from the content in the Publications\nLibrary (other than claims for which Dow Jones may seek indemnification from\nGateway under Section 7(b) below), Gateway shall promptly notify Dow Jones, and\nDow Jones shall defend such claim, Suit or action in Gateway's name but at Dow\nJones' expense. Dow Jones shall indemnify and hold harmless Gateway against any\njudgment, liability, loss, cost or damage (including, without limitation,\nlitigation costs and reasonable attorneys' fees) arising from or related to such\nclaim, whether or not such claim is successful. Gateway shall have the right, at\nits expense, to participate in the defense of such claim through counsel of its\nown choosing; provided, however, that Dow Jones shall not be required to pay any\nsettlement amount that it has not approved in advance, Dow Jones shall direct\nand control the conduct of the defense, and Gateway shall pay all costs and\nexpenses in connection with such chosen counsel.\n\n                  (b) BY GATEWAY. In the event of any claim by any third party\nagainst Dow Jones arising out of or resulting from: (1) any defect, error or\nomission caused by Gateway in reformatting, displaying, retrieving, transmitting\nor otherwise distributing content in the Publications Library on or through the\nGateway Service, or (2) an allegation that the Gateway Service infringes any\npatent, trade secret, copyright, or other intellectual property right of any\nthird party, or (3) any use or distribution or display of Publications Library\nContent in violation of the Specifications or this Agreement, or (4) the\nadvertising or promotion for the Publications Library Content by Gateway (except\nin the case of third party claims arising out or resulting from language about\nthe Publications Library in a press release or promotional material that was\napproved by Dow Jones), Dow Jones shall promptly notify Gateway, and Gateway\nshall defend\n\n                                        7\n\nsuch claim, suit or action in Dow Jones' name but at Gateway's expense. Gateway\nshall indemnify and hold harmless Dow Jones against any judgment, liability,\nloss, cost or damage (including, without limitation, litigation costs and\nreasonable attorneys' fees) arising from or related to such claim, whether or\nnot such claim is successful. Dow Jones shall have the right, at its expense, to\nparticipate in the defense of such claim through counsel of its own choosing;\nprovided, however, that Gateway shall not be required to pay any settlement\namount that it has not approved in advance, Gateway shall direct and control the\nconduct of the defense, and Dow Jones shall pay all costs and expenses in\nconnection with such chosen counsel.\n\n                  (c) DISCLAIMER; LIMITATION ON DAMAGES. DOW JONES PROVIDES THE\nPUBLICATIONS LIBRARY CONTENT \"AS IS\", WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES.\nDOW JONES AND ITS LICENSORS DO NOT WARRANT THE ACCURACY, TIMELINESS,\nCOMPLETENESS, ADEQUACY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE OF THE CONTENT PROVIDED AS PART OF THE PUBLICATIONS LIBRARY.\nEXCEPT FOR AMOUNTS OWED TO GATEWAY PURSUANT TO SECTION 7(A) OF THIS AGREEMENT,\nDOW JONES AND ITS LICENSORS SHALL NOT BE LIABLE TO GATEWAY OR TO ANY THIRD PARTY\nIN RESPECT OF ANY ACTUAL OR ALLEGED ERROR, OMISSION, INACCURACY, UNTIMELINESS,\nOR INADEQUACY IN SUCH CONTENT, AND HEREBY DISCLAIM ANY WARRANTIES OF\nNONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GATEWAY\nSHALL NOT MAKE ANY STATEMENT RESPECTING DOW JONES OR THE PUBLICATIONS LIBRARY\nCONTENT THAT IS CONTRADICTORY OR INCONSISTENT WITH THE FOREGOING STATEMENTS OR\nWITH THE DJ SUBSCRIPTION AGREEMENT. EXCEPT FOR AMOUNTS PAID PURSUANT TO SECTION\n7 OR IN CONNECTION WITH A BREACH OF SECTION 8 OF THIS AGREEMENT, NEITHER PARTY\nSHALL BE LIABLE TO THE OTHER PARTY HERETO FOR ANY DAMAGES OTHER THAN DIRECT AND\nSTATUTORY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL,\nINDIRECT, AND EXEMPLARY DAMAGES.\n\n         8.       CONFIDENTIAL INFORMATION.\n\n                  Gateway and Dow Jones understand and agree that in the\nperformance of this Agreement each party may have access to private or\nconfidential information of the other party, including but not limited to, trade\nsecrets, marketing and business plans, pricing information, and technical,\ntechnological and operational information, which is designated as confidential\nby the disclosing party in writing, whether by letter or by the use of a\nproprietary stamp or legend, prior to or at the time it is disclosed to the\nother party (\"Confidential Information\"). Gateway acknowledges and agrees that\nall Specifications, and all technical, technological and operational information\nabout the Publications Library, are Confidential Information of Dow Jones. In\naddition, private or confidential information that is orally disclosed to the\nother party shall constitute Confidential Information if within ten (10) days\nafter such disclosure the disclosing party delivers to the receiving party a\nwritten document describing such Confidential Information\n\n                                        8\n\nand referencing 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\nthe terms and conditions of this Agreement shall be deemed Confidential\nInformation of the other party hereto. Each party agrees that: (i) all\nConfidential Information shall remain the exclusive property of the owner; (ii)\nit shall maintain, and shall use prudent methods to cause its employees and\nagents to maintain, the confidentiality and secrecy of the Confidential\nInformation; (iii) it shall not, and shall use prudent methods to ensure that\nits employees and agents do not, copy, publish, disclose to others or use (other\nthan pursuant to the terms hereof) the Confidential Information; and (iv) it\nshall return or destroy all copies of Confidential Information upon request of\nthe other party. Notwithstanding the foregoing, Confidential Information shall\nnot include any information to the extent it: (i) is or becomes a part of the\npublic domain through no act or omission on the part of the receiving party,\n(ii) is disclosed to third parties by the disclosing party without restriction\non such third parties, (iii) is in the receiving party's possession, without\nactual or constructive knowledge of an obligation of confidentiality with\nrespect thereto, at or prior to the time of disclosure under this Agreement,\n(iv) is disclosed to the receiving party by a third party having no obligation\nof confidentiality with respect thereto, (v) is independently developed by the\nreceiving party without reference to the disclosing party's Confidential\nInformation, (vi) is released from confidential treatment by written consent of\nthe disclosing party, or (vii) is required to be disclosed by operation of law.\n\n         9.       TERM AND TERMINATION.\n\n                  (a) TERM. The initial term of this Agreement shall commence on\nthe Effective Date, and unless terminated earlier pursuant to this Agreement,\nshall terminate one (1) year after the Commercial Availability Date (the\n\"Initial Term\"). The term hereof shall be extended for consecutive additional\none-year periods (each, a \"Renewal Term\"), unless either party delivers to the\nother party notice of its election not to renew at least ninety (90) days prior\nto the end of the Initial Term, or any Renewal Term, as the case may be. The\n\"Term\" shall be defined as the Initial Term and all Renewal Terms, if any.\n\n                  (b) TERMINATION FOR DEFAULT. If either party defaults in the\nperformance of or compliance with any provision contained in this Agreement and\nsuch breach is not cured within thirty (30) days after written notice thereof\nwas given to the appropriate party, the party giving such notice may then give\nfurther written notice to such other party terminating this Agreement, in which\nevent this Agreement and the rights granted hereunder shall terminate on the\ndate specified in such further notice. The party giving such notice of\ntermination shall have such other remedies as the law or equity may afford, and\nsuch party's rights and remedies on breach or default by the other party are\ncumulative and not exclusive of those other remedies.\n\n                  (c) CHANGE IN CONTROL. If there occurs during the term hereof\nany change in the effective voting control of Gateway or any merger into or\nacquisition by any third party of Gateway, or the sale or transfer of the\nGateway Service or substantially all of Gateway's assets to any third party (a\n\"Control Event\"), Gateway shall notify Dow Jones in writing of such Control\n\n                                        9\n\nEvent within ten (10) days after its effectiveness, and Dow Jones may, within\nthirty (30) days after receipt of such notice, terminate this Agreement upon at\nleast sixty (60) days' prior written notice. Gateway may notify Dow Jones in\nwriting of any proposed Control Event prior to its proposed effectiveness, and\nDow Jones shall within thirty (30) days after receipt of such notice, notify\nGateway in writing whether Dow Jones would exercise its right to terminate this\nAgreement if such proposed Control Event were consummated.\n\n                  (d) GATEWAY ALTERATIONS. If, pursuant to Section l(c), Gateway\nis unable, after using reasonable commercial efforts, to make the necessary\nGateway Alterations, or if such Gateway Alterations do not successfully complete\nthe Testing Procedures, either party may terminate this Agreement by delivering\nat least thirty (30) days prior notice to the other party.\n\n                  (e) TERMINATION OF PUBLICATIONS LIBRARY. Either party may\nterminate this Agreement, upon at least ninety (90) days advance notice, if Dow\nJones ceases publishing the Publications Library via the World Wide Web, or if\nGateway ceases offering or publishing the Gateway Service substantially as it\nexisted on the Commercial Availability Date.\n\n                  (f) INSOLVENCY. In the event that either party shall be\nadjudged insolvent or bankrupt, or upon the institution of any proceedings by\nsuch party seeking relief, reorganization or arrangement under any laws relating\nto insolvency, or if an involuntary petition in bankruptcy is filed against such\nparty and said petition is not discharged within sixty (60) days after such\nfiling, or upon any assignment for the benefit of its creditors, or upon the\nappointment of a receiver, liquidator or trustee of any of its assets, or upon\nthe liquidation, dissolution or winding up of its business (an \"Event of\nBankruptcy\"), then the party affected by any such Event of Bankruptcy shall\nimmediately give notice thereof to the other party, and the other party at its\noption may terminate this Agreement upon delivery of notice.\n\n                  (g) EFFECT OF TERMINATION. Upon the expiration or termination\nof this Agreement for any reason, Gateway shall immediately (1) cease all\nmarketing and selling of the Publications Library; (2) inhibit all access to and\ndisplay of the Publications Library Content through or from the Gateway Service;\nand return to Dow Jones, at Gateway's expense, all Dow Jones Confidential\nInformation in its possession, together with a written statement by a senior\nofficer of Gateway that all such Confidential Information has been so returned.\nUpon the expiration or termination of this Agreement for any reason, Dow Jones\nshall immediately return to Gateway, at Dow Jones' expense, all Gateway\nConfidential Information in its possession, together with a written statement by\na senior officer of Dow Jones that all such Confidential Information has been so\nreturned.\n\n         10.      MISCELLANEOUS.\n\n                  (a) NOTICES. All notices, requests and other communications\nhereunder (\"Notices\") shall be in writing. All Notices shall be delivered in\nperson, by reliable overnight courier service, by facsimile transmission, by\nemail with confirmation of delivery, or by U.S. first\n\n                                       10\n\nclass mail, to the address or facsimile number of the party set forth below, or\nto such other addresses as may be stipulated in writing by the parties pursuant\nhereto. A Notice shall be deemed delivered and received, and effective, on the\ndate it is officially recorded as delivered, as evidenced by delivery receipt or\nequivalent.\n\n                  (b) AMENDMENT. This Agreement may not be amended except by\nwritten instrument executed by an authorized representative of Gateway and Dow\nJones.\n\n                  (c) BINDING AGREEMENT; ASSIGNMENT. This Agreement shall be\nbinding upon and shall inure to the benefit of the undersigned parties and their\nrespective successors and permitted assigns. No assignment of any right or\ndelegation of any duty under this Agreement shall be made by either party, by\noperation of law or otherwise, without the prior written consent of the other.\nAny such purported assignment or delegation or other transfer without such prior\nwritten consent of the other party hereto shall be void.\n\n                  (d) HEADINGS. The headings of sections and paragraphs are\nincluded for convenience of reference only and shall not control the meaning or\ninterpretation of any of the provisions of this Agreement.\n\n                  (e) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding the\nexpiration or termination of this Agreement, Sections 5(b), 5(c), 5(d), 5(e), 6,\n7, 8, 9(g) and 10, and all payment obligations accruing, but not paid, prior to\nsuch expiration or termination, shall survive the expiration or termination of\nthis Agreement.\n\n                  (f) WAIVER. The failure of either party at any time to require\nperformance by the other party of any provision hereof shall in no way affect\nthe full right to require such performance at any time thereafter, nor shall the\nwaiver by either party of a breach of any provision hereof be taken or held to\nbe a waiver 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 shall be\nheld to be unenforceable, the remainder of the Agreement shall not be affected\nby such holding.\n\n                  (h) EXCUSE OF PERFORMANCE. Performance by either party under\nthis Agreement shall be subject to and shall be excused to the extent and during\nthe period that it shall be rendered impossible by any event, condition or\noccurrence beyond the reasonable control of such party.\n\n                  (i) RELATIONSHIP OF THE PARTIES. This Agreement does not and\nshall not be deemed to constitute a partnership or joint venture between the\nparties. Neither party nor any of their respective directors, officers,\nemployees or agents shall, by virtue of the performance of their obligations\nunder this Agreement, be deemed to be an agent or employee of the other.\n\n                                       11\n\n                  (j) GOVERNING LAW. This Agreement and all rights and\nobligations hereunder shall be governed by, and construed in accordance with,\nthe laws of the State of New York applicable to contracts wholly made and wholly\nperformed in New York. This Agreement will not be governed by the United Nations\nConvention on Contracts for the International Sale of Goods.\n\n                  (k) COUNTERPARTS. This Agreement may be executed in two\ncounterparts, each of which shall be deemed an original but which together shall\nconstitute one and the same instrument.\n\n                  (l) ENTIRE AGREEMENT. This Agreement contains the final and\nentire agreement of the parties on the subject matter herein, and supersedes all\nprevious oral and written understandings, negotiations, and agreements on the\nsubject matter hereof.\n\n         IN WITNESS WHEREOF, the undersigned parties have duly executed this\nAgreement through their respective authorized representatives as of the\nEffective Date.\n\nDOW JONES &amp; COMPANY, INC.                       MEDSCAPE, INC.\n\n\n\nBy:     \/s\/ Jessica Perry                       By:      \/s\/ Paul T. Sheils\n   -------------------------------                 ----------------------------\nName:    Jessica Perry                          Name: Paul T. Sheils\nTitle: Director, Distribution Strategy          Title:  CEO\n                                                Date Signed:  7\/13\/98:\n\nNotice Addresses for Dow Jones:                 Notice Addresses for Gateway:\n\nU.S. Highway One at Ridge Road                  134 West 29th Street\nSouth Brunswick, New Jersey 08852                        New York, NY 10001\nAttn.:   Director, Content Distribution,\n         Dow Jones Interactive Publishing\nphone:   609-520-4902\nfax:     609-520-4072\nemail: jperry@wsj.dowjones.com\n\nwith a copy to:\n\n[same address]\nAttn.:   Legal Department\nphone:   609-520-4094\nfax:     609-520-4021\nemail: bob.firestone@cor.dowjones.co\n\n                                       12\n\n                              SCHEDULE OF EXHIBITS\n\n\n\n\n                                 \n                  A                 Definition of Gateway Service\n\n                  B                 Standard DJ Subscription Agreement\n\n                  C                 Contact Persons for Each Party\n\n                  D                 Dow Jones Online Advertising Guidelines\n\n                  E                 Commission; Monthly Report\n\n\n                                       13\n\n                                    EXHIBIT A\n\n                          DEFINITION OF GATEWAY SERVICE\n\nAt www.medscape.com, Gateway maintains a site on the World Wide Web offering\ncontent and services for the medical community. The site is free to users, but\naccess to certain sections requires that the user first register with the\nGateway. The site's content and services include: Full-text, peer-reviewed\nclinical medicine articles; Medscape's Journal Club Forum for member\ndiscussions; Smart \"hyper-keyword\" searches; Navigable article outline;\ngraphics; annotated links to Internet resources; ability to search Medscape's\ndatabase of full-text articles; medical news Self-assessment features;\ncontinuing medical education resources; free subscription to Medscape's a weekly\nemail newsletter highlighting what's new on Medscape.\n\n                                       14\n\nEXHIBIT B\n\n                       STANDARD DJ SUBSCRIPTION AGREEMENT\n                           SUBSCRIPTION AGREEMENT FOR\n                        DOW JONES INTERACTIVE ON THE WEB\n\n               THIS AGREEMENT WAS LAST UPDATED ON [MAY 21, 1998].\n\nDow Jones Interactive is a news and information service from Dow Jones &amp; Company, Inc. By clicking the \"I Accept\" button, and using Dow Jones\nInteractive, you are indicating that you are 18 years old or older, and that you\nagree to be bound by all of the terms in this Subscription Agreement. You may\nprint and keep a copy of this Agreement. Dow Jones may change the terms in this\nSubscription Agreement. When the terms are changed, Dow Jones will notify you by\ne-mail and\/or online postings. The changes also will appear in this document,\nwhich you can access at any time by selecting Help \" ?\", then Subscription\nAgreement. By accessing Dow Jones Interactive after any change in this\nSubscription Agreement is posted, you agree to be bound by all of the changes as\nwell.\n\nPRIVACY OF INFORMATION\n\nBy clicking the \"I Accept\" button, you also are agreeing that Dow Jones may\nstore information you provide as part of the registration process and usage\ninformation, and provide aggregate statistical information about subscribers to\nadvertisers, potential advertisers, and content licensors. Dow Jones also may\nuse the information to inform you about other Dow Jones publications, products\nand services, unless you notify Dow Jones that you do not wish to receive this\ninformation. Dow Jones also may deliver additional messages about the Service to\nyou by e-mail.\n\nAs a general policy, Dow Jones does not disclose to third parties any specific\npersonal identifying information about you, such as your name, address, phone\nnumber, or email address (\"Personal Identifying Information\"). Dow Jones will\nnot disclose any of your Personal Identifying Information to a third party\nwithout first notifying you and giving you an opportunity to elect not to have\nyour Personal Identifying Information disclosed.\n\nMANUALLY SIGNED PAPER AGREEMENTS\n\nIf Dow Jones and you or your employer have manually signed a paper version of a\ncontract governing your use of Dow Jones Interactive, or if you or your employer\nsubscribe to Dow Jones Interactive pursuant to an Enterprise Subscription\nAgreement, the terms in that manually signed, paper document or Enterprise\nSubscription Agreement are not amended by, and supersede, terms in this\nSubscription Agreement.\n\n                                       15\n\nFEES AND PAYMENTS\n\nYou can always find the current Subscription Fees and charges posted in Pricing\n\"$\". Your subscription will continue until terminated by Dow Jones or until you\nnotify Dow Jones by telephone or electronic mail of your decision to terminate\nyour subscription. You agree to pay or have paid all fees and charges incurred\nin connection with your user name or password at the rates in effect when the\nfees and charges were incurred. All fees and charges are nonrefundable. Dow\nJones may charge late fees on overdue accounts, and you agree to pay or to have\npaid all costs (including, without limitation, attorneys' fees) incurred to\ncollect overdue amounts. Dow Jones may change the Subscription Fees and charges\nthen in effect, or add new fees or charges, by giving you notice in advance.\n\nAll fees and charges incurred in connection with your user name or password will\nbe billed to the credit card you designate during the registration process for\nDow Jones Interactive or the service which provides you access to Dow Jones\nInteractive (or, if agreed in advance by Dow Jones, billed by paper invoice.) If\nthere are any annual, monthly or similar periodic fees for your Dow Jones\nInteractive subscription, these fees will be billed automatically to your credit\ncard at the start of the annual, monthly or similar period, and at the start of\neach renewal period, unless you terminate your Subscription before the relevant\nperiod begins. If you want to designate a different credit card or there is a\nchange in your credit card validity or expiration date, or if you believe\nsomeone has accessed Dow Jones Interactive using your user name or password\nwithout your authorization, you must call Dow Jones Customer Service at the\ntelephone numbers posted in Help \"?\". You also are responsible for any fees or\ncharges incurred to access Dow Jones Interactive through an Internet access\nprovider or other third party service. YOU, AND NOT DOW JONES, ARE RESPONSIBLE\nFOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE\nNOT AUTHORIZED BY YOU.\n\nIF DOW JONES AND YOU OR YOUR EMPLOYER HAVE MANUALLY SIGNED A PAPER VERSION OF A\nCONTRACT GOVERNING YOUR USE OF DOW JONES INTERACTIVE, OR IF YOU OR YOUR EMPLOYER\nSUBSCRIBE TO DOW JONES INTERACTIVE PURSUANT TO AN ENTERPRISE SUBSCRIPTION\nAGREEMENT, SOME OR ALL OF THESE \"FEES AND PAYMENTS\" TERMS MAY NOT APPLY TO YOU.\nPLEASE CONTACT YOUR EMPLOYER FOR DETAILS.\n\nCOPYRIGHT AND LIMITATIONS ON USE\n\nOnly one individual may access Dow Jones Interactive at the same time using the\nsame user name or password, unless agreed otherwise by Dow Jones. The content\navailable through Dow Jones Interactive is the property of Dow Jones or its\nlicensors and is protected by copyright and other intellectual property laws.\nContent received through Dow Jones Interactive may be displayed, reformatted and\nprinted for your personal, non-commercial use only. You are not to reproduce,\nretransmit, distribute, display, sell, publish, broadcast or circulate any\ncontent received through Dow Jones Interactive to anyone, including but not\nlimited to others in the same company or organization, without the express prior\nconsent of Dow Jones, with this one exception:\n\n                                       16\n\nYou may, on an occasional and irregular basis, disseminate an insubstantial\nportion of content retrieved from Dow Jones Interactive, for a noncommercial\npurpose, without charge, and in non- electronic form, to a limited number of\nindividuals, provided you include all copyright and other proprietary notices\nwith such portion of the content in the same form in which the notices appear in\nDow Jones Interactive, and the phrase \"Used with permission from Dow Jones\nInteractive.\" To request consent for other matters, please send an e-mail using\nthe Feedback icon.\n\nDow Jones Interactive includes facts, views, opinions and recommendations of\nthird parties deemed of interest. Dow Jones and its content licensors do not\nguarantee the accuracy, completeness or timeliness of, or otherwise endorse,\nthese views, opinions or recommendations, give tax or investment advice, or\nadvocate the purchase or sale of any security or investment.\n\nDISCLAIMER OF WARRANTIES AND LIABILITY\n\nDue to the number of sources from which content on Dow Jones Interactive is\nobtained, and the inherent hazards of electronic distribution, there may be\ndelays, omissions or inaccuracies in such content and Dow Jones Interactive. DOW\nJONES AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE\nACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS\nFOR A PARTICULAR PURPOSE OF THE CONTENT AVAILABLE THROUGH DOW JONES INTERACTIVE\nOR DOW JONES INTERACTIVE ITSELF. DOW JONES AND ITS AFFILIATES, AGENTS OR\nLICENSORS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGE,\nOTHER THAN DEATH OR PERSONAL INJURY RESULTING DIRECTLY FROM USE OF DOW JONES\nINTERACTIVE, CAUSED IN WHOLE OR PART BY CONTINGENCIES BEYOND THEIR CONTROL OR\nNEGLIGENCE IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING DOW\nJONES INTERACTIVE AND ANY CONTENT THROUGH DOW JONES INTERACTIVE. IN NO EVENT\nWILL DOW JONES, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE\nELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT.\nDOW JONES AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE TO YOU OR\nANYONE ELSE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES (INCLUDING, WITHOUT\nLIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES)\nEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY\nOF DOW JONES, ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY\nKIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY\nCONNECTED WITH DOW JONES INTERACTIVE OR THE CONTENT IN DOW JONES INTERACTIVE\nSHALL NOT EXCEED THE AMOUNT YOU PAID TO DOW JONES FOR THE USE OF DOW JONES\nINTERACTIVE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH\nCLAIM.\n\n                                       17\n\nADDITIONAL LEGAL TERMS AND CONDITIONS\n\nCertain content licensors require Dow Jones to post additional legal terms,\nparticularly as new content is added to Dow Jones Interactive. Additional legal\nterms and notices regarding Dow Jones Interactive and its content are located in\nHelp \"?\", under \"Additional Legal Terms and Notices.\" You agree to read and be\nbound by these additional legal terms and notices. You are urged to consult Help\n\" ?\" each time you access Dow Jones Interactive. By accessing Dow Jones\nInteractive after any additional legal terms or notices are posted, you are\nagreeing to be bound by these additional legal terms and notices.\n\nDow Jones may discontinue or change Dow Jones Interactive or certain content\nwithin Dow Jones Interactive, or its availability to you, at any time, and you\nmay always terminate your subscription at any time. This Agreement is personal\nto you, and you may not assign your rights or obligations to anyone. If any\nprovision in this Agreement is invalid or unenforceable under applicable law,\nthe remaining provisions will continue in full force and effect. This Agreement,\nyour rights and obligations, and all actions contemplated by this Agreement\nshall be governed by the laws of the United States of America and New York\nState, as if the Agreement was a contract wholly entered into and wholly\nperformed within New York State. This Agreement will not be governed by the\nUnited Nations Convention on Contracts for the International Sale of Goods.\n\nIF YOU AGREE TO BE BOUND BY ALL OF THE TERMS IN THIS AGREEMENT, PLEASE INDICATE\nYOUR ACCEPTANCE BELOW:\n\n[I Accept icon]                           [I Reject icon]\n          Copyright 1998 Dow Jones &amp; Company, Inc. All rights reserved.\n\n                                       18\n\n                                    EXHIBIT C\n                         CONTACT PERSONS FOR EACH PARTY\nFOR DOW JONES\nTECHNOLOGY AND COMMUNICATIONS\n(From 9AM to 5PM, Monday through\nFriday,\nPrinceton Time)\nSteve Catricks\nEmail:   stevec(gsysdev.dowjones.com\nTelephone: 609-520-7651\n\n(At all other times)\nDow Jones Global Operations Desk\nTelephone: 609-520-4599\n\nBILLING\n\nGreg Baber\nEmail:   greg.baber@mindspring.com\nTelephone: 609-520-7099\n\n\n\nCUSTOMER SERVICE\n\nFor Customer Support Questions:\nTelephone: 800-369-7466\n\nFor Policy &amp; Administration:\nPat Rodeawald\nEmail:   patr@twsj.dowjones.com\nTelephone: 609-520-4066\n\nMANAGEMENT\/MISCELLANEOUS\n\nJessica Perry,\nEmail: jperry,@wsj.dowjones.com\nTelephone: 609-520-4902\n\n\nFOR GATEWAY\n\nTECHNOLOGY AND COMMUNICATIONS\nBill Seitz\nVP Technology\nEmail:   bill-seitz@mail.medscape.com\nTelephone:        212-760-3190\nFax: 212-760-3147\n\n\n\n\n\n\n\nBILLING\n\nMary Beth L. Dougherty\nDirector, Business Development\nEmail:   marybeth_dougherty@maii.medscape.com\nTelephone:        212-760-3246\nFax: 212-760-3140\n\nCUSTOMER SERVICE\n\nMary Beth L. Dougherty\nDirector, Business Development\nEmail:   marybeth_dougherty@maii.medscape.com\nTelephone: 212-760-3246\nFax: 212-760-3140\n\n\n\nMANAGEMENT\/MISCELLANEOUS\n\nMary Beth L. Dougherty\nDirector, Business Development\nEmail:   marybeth_dougherty@mail.medscape.com\nTelephone: 212-760-3246\nFax: 212-760-3140\n\n                                       19\n\n                                    EXHIBIT D\n\n              DOW JONES ONLINE ADVERTISING GUIDELINES (AS OF 12\/97)\n\n\nAdvertising or promotional materials related to the following products or\nservices shall not appear on any screen display or web page on which any\nPublications Library Content, or any Dow Jones trademark, trade name or logo,\nappears:\n\nTobacco products\n\nPornography or \"adult services\", including, without limitation, massage parlors\nor escort services\n\nAlcohol\n\nFirearms\n\nEmployment recruiting\n\nAdvertisements for any product or service which gratuitously or excessively uses\nthe word \"sex\" or other sexually explicit or vulgar term or description\n\nGames of chance, lotteries, gambling sites, and other products, services or web\nsites involving wagering or betting\n\n                                       20\n\n                                    EXHIBIT E\n\n                           COMMISSION; MONTHLY REPORT\n\nCommission\n\nFor each calendar month during the Term, Dow Jones shall pay Gateway a\nCommission equal to twenty percent (20%) of the Fees billed by Dow Jones for\nPublications Library usage by Publications Library Subscribers who originated\ntheir Publications Library accounts through the Gateway Service, minus: (1) an\namount reasonably accrued for anticipated bad debt, not to exceed three percent\n(3%); (2) billing adjustments (other than bad debt), refunds and credits made in\nthe ordinary course of business; and (3) sales taxes.\n\nMonthly Report\n\nThe Monthly Report will contain information sufficient to determine how Dow\nJones calculated the Commission, including the Fees billed, the amount of the\nsubtractions set forth above under \"Commission\", and how the Commission was\ncalculated.\n\n                                       21\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8179],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-42257","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-medscape-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42257","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=42257"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42257"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42257"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42257"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}