{"id":42401,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-ownership-agreement-national-association-of-realtors.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-ownership-agreement-national-association-of-realtors","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-ownership-agreement-national-association-of-realtors.html","title":{"rendered":"Joint Ownership Agreement &#8211; National Association of Realtors, NetSelect LLC and NetSelect Inc."},"content":{"rendered":"<pre>                           Joint Ownership Agreement\n\nThis Joint Ownership Agreement ('Agreement') is entered into November 26, 1996\nby and between the NATIONAL ASSOCIATION of REALTORS(R), an Illinois not for\nprofit corporation having offices at 430 North Michigan Avenue, Chicago,\nIllinois 60611-4087 ('NAR'), and NetSelect, L.L.C., a Delaware limited liability\ncompany having offices at 5655 Lindero Canyon Road, Suite 106, Westlake Village,\nCalifornia 91362 ('NetSelect') and NetSelect, Inc., a Delaware corporation\nhaving offices at 5655 Lindero Canyon Road, Suite 106, Westlake Village,\nCalifornia 91362 ('NetSelect, Inc.').\n\nWHEREAS, the REALTORS Information Network\/TM\/, Inc., a wholly owned subsidiary\nof NAR and RealSelect, Inc., ('RealSelect') which is owned in part by NetSelect,\nhave entered into an Operating Agreement (as hereinafter defined);\n\nWHEREAS, NAR and NetSelect desire to own jointly the Software and Enhanced\nSoftware (as each are hereinafter defined) used by RealSelect to perform its\nobligations under the Operating Agreement;\n\nWHEREAS, the parties desire to limit certain of their business activities during\nthe term of the Operating Agreement;\n\nNOW, THEREFORE, in consideration of the foregoing and mutual agreements\nhereinafter set forth, the parties hereby agree as follows:\n\n                                   ARTICLE I\n                                  Definitions\n\n1.1  'Agreement' shall mean this Joint Ownership Agreement.\n\n     'Control' shall mean the beneficial ownership of more than 50% of the\n      equity or voting securities of any Person.\n\n     'Controlled Entities' shall mean any Person which is (i) owned or\n      controlled by NAR, NetSelect or NetSelect, Inc. or (ii) is owned or\n      controlled by such Person or (iii) is under common control with such\n      Person.\n\n     'Enhanced Software' shall have the meaning specified in Article III.\n\n     'Operating Agreement' shall mean that certain Operating Agreement dated the\n      date hereof between RealSelect and REALTORS(R) Information Network, Inc.\n\n     'Person(s)' shall mean any actual person, partnership, limited liability\n      company, corporation, business trust, joint stock company, trust,\n      unincorporated association, or joint venture.\n\n     'Real Estate Related Business' shall mean real estate brokerage, real\n      estate management, mortgage financing, appraising, counseling, land\n      development and building, title \n\n                                       1\n\n \n      insurance, escrow services, franchising, operation of an association\n      comprised of real estate licensees and operation of a multiple listing\n      service.\n\n     'Software' shall mean the software described in Schedule A.\n\n                                   ARTICLE II\n                                Joint Ownership\n\n 2.1  NetSelect hereby grants joint and independent right, title and interest,\n      including without limitation all copyrights, in the Software to NAR.\n      Until the termination of the Operating Agreement, NAR and its Controlled\n      Entities use of the Software and the Enhanced Software shall be solely in\n      connection with the Electronic Display (as defined in the Operating\n      Agreement) of information in connection with Real Estate Related\n      Businesses.\n\n 2.2  NetSelect shall provide NAR an electronic copy of the source code of the\n      Software by December 10, 1996.  During the term of the Operating\n      Agreement, NAR shall not, nor shall it permit its Controlled Entities to,\n      sublicense, transfer, distribute, assign, disclose or give a copy of the\n      Software or Enhanced Software to a Person other than NAR or a Controlled\n      Entity.\n\n 2.3  NetSelect shall have the right to modify, use, license, distribute, copy,\n      display and maintain the Software for all purposes without accounting for\n      profits, including without limitation the right to grant a non-exclusive,\n      royalty free license to the Software and the Enhanced Software to\n      RealSelect.\n\n                                  ARTICLE III\n                                  Enhancements\n\n     Any modification, update, correction, upgrade, enhancement and development\nmade by or for NetSelect or NAR to the Software ('Enhanced Software') during the\nterm of the Operating Agreement shall be jointly owned by NAR and NetSelect and\nsubject to the rights granted by, and restrictions of, this Agreement.  As of\nthe date of termination of the Operating Agreement, Enhanced Software shall be\njointly and independently owned by NAR and NetSelect.  NetSelect agrees to\ntransfer to NAR a copy of Enhanced Software, including related documentation and\nmaterials, as of the date of termination of the Operating Agreement.  After the\ntermination of the Operating Agreement, (i) NAR shall have unrestricted and\nunlimited ownership rights in the Software and Enhanced Software, except that\nany use by NAR or its Controlled Entities of the Software and Enhanced Software\nshall be limited to Real Estate Related Businesses, (ii) NAR and its Controlled\nEntities may only license, transfer, distribute, assign, disclose or give a copy\nof the Software or Enhanced Software to a Person for use in Real Estate Related\nBusinesses, and (iii) any modification, update, correction, upgrade, enhancement\nor development shall be owned by the party creating same.\n\n                                   ARTICLE IV\n                                  Restrictions\n\n     Each of the parties agrees for itself and on behalf of its Controlled\nEntities that, except as permitted in the Operating Agreement, during the term\nof the Operating Agreement, it and its Controlled Entities shall not engage,\ndirectly or indirectly, in the Electronic Display of Real \n\n                                       2\n\n \nProperty Ads (each as defined in the Operating Agreement) and shall not directly\nor indirectly develop, market, sell, acquire an equity position in, be engaged\nor employed by, or endorse, sponsor or support any service or enterprise or\nauthorize, appoint or engage any other Persons for the purpose of the Electronic\nDisplay of Real Property Ads or real estate information similar to the content\nof Real Property Ads. A failure by any party or its Controlled Entities to\ncomply with the obligations set forth in this Article shall not constitute a\nbreach of this Agreement unless it continues for thirty (30) days after written\nnotice has been given to the defaulting party by another party.\n\n                                   ARTICLE V\n                                   Warranties\n\n     NetSelect's grant of joint ownership of the Software and Enhanced Software\nto NAR is on an 'As Is', 'Where Is' basis, without warranty of any kind\nwhatsoever, except that NetSelect hereby warrants that it has full and complete\nownership of the Software and knows of no claims challenging its ownership of\nthe Software, including copyright or patent claims.  In the event that\nNetSelect's ownership of the Software is adversely impacted by any patent claim\nasserted by any Person, then NAR agrees to limit its remedies to those set forth\nin Article VI.\n\n     THE PARTIES HEREBY WAIVE ANY AND ALL WARRANTIES IMPLIED BY LAW INCLUDING\nIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.\n\n                                   ARTICLE VI\n                          Infringement Indemnification\n\n     NetSelect shall indemnify and hold NAR, its Controlled Entities and their\nrespective officers, directors, agents and employees harmless from and against\nany and all claims, demands, actions, losses, liabilities, expenses (including\nreasonable legal fees and expenses), suits and proceedings arising from the\ninfringement or alleged infringement, of any third party's intellectual property\nrights (including copyright, patent and other property rights or claims), in\nrelation to the Software and Enhanced Software.  If such claim arises, or in\nNetSelect's judgment is likely to arise, NetSelect may, at its option either:\n\n     (i)    Pursue the right for, including entering into agreements which\npermit, NAR and its Controlled Entities to continue to benefit from the Software\nand Enhanced Software as provided herein; or\n\n     (ii)   Replace or modify same in an equivalent manner so that it becomes\nnon-infringing; or\n\n     (iii)  Discontinue the feature subject to such claim.\n\n                                       3\n\n \n                                  ARTICLE VII\n                                 Miscellaneous\n\n     7.1  Notices.  All notices, requests, demands and other communications\nhereunder shall be in writing and shall be deemed to have been duly given and\neffective (a) upon receipt, if delivered in person, by cable, by telegram or\nfacsimile (b) one business day after deposit prepaid with a national overnight\nexpress delivery service (e.g. Federal Express or Airborne) or (c) three\nbusiness days after deposit in the United States mail (registered or certified\nmail, postage prepaid, return receipt requested):\n\nIf to NAR\n\n                         National Association of REALTORS(R)\n                         430 N. Michigan Avenue\n                         Chicago, IL  60611-4087\n                         Attention:  Executive Vice President\n                         Fax No.:  (312) 329-8256\nif to NetSelect\n\n                         NetSelect, L.L.C.\n                         5655 Lindero Canyon, Suite 106\n                         Westlake Village, CA  91362\n                         Attention:  President\n                         Fax No.:  (818) 879-5822\nand if to NetSelect, Inc.\n\n                         NetSelect, Inc.\n                         5655 Lindero Canyon, Suite 106\n                         Westlake Village, CA  91362\n                         Attention:  President\n\nor such other addresses as specified by the parties in writing from time to\ntime.\n\n     7.2  Amendments.  This Agreement may be amended or modified only by a\nwritten instrument so stating and executed by the parties.\n\n     7.3  Counterparts.  This Agreement may be executed in any number of\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     7.4  Parties in Interest; No Assignment.  This Agreement shall inure to the\nbenefit of and be binding upon the parties hereto and their respective\nsuccessors and assigns.  Notwithstanding the foregoing, the rights and\nresponsibilities of the parties under this Agreement may not be assigned without\nthe prior written consent of the other party.\n\n     7.5  Applicable Law.  THIS AGREEMENT AND ALL THE RIGHTS AND DUTIES OF THE\nPARTIES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS\nAGREEMENT OR THE TRANSACTION(S) CONTEMPLATED BY IT, SHALL BE GOVERNED BY,\nCONSTRUED, AND ENFORCED IN ACCORDANCE \n\n                                       4\n\n \nWITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ITS RULES\nRELATING TO CONFLICTS OF LAWS.\n\n     7.6  Waiver.  No provision in this Agreement shall be deemed waived by\ncourse of conduct, unless such waiver is in writing signed by both parties and\nstating specifically that it was intended to modify this Agreement.\n\n     7.7  Partial Invalidity.  Wherever possible, each provision hereof shall be\ninterpreted in such manner as to be effective and valid under applicable law,\nbut in case any one or more of the provisions contained herein shall, for any\nreason, be held to be invalid, illegal or unenforceable in any respect, such\nprovision shall be ineffective to the extent, but only to the extent, of such\ninvalidity, illegality or unenforceability without invalidating the remainder of\nsuch invalid, illegal or unenforceable provision or provisions or any other\nprovisions hereof, unless such a construction would be unreasonable.\n\n     7.8  Negation of Agency.  The parties are independent contractors.  Nothing\ncontained herein shall be deemed to create an agency, joint venture, franchise,\nor partnership relation between the parties, and no party shall so hold itself\nout.  No party shall have the right to obligate or bind another party in any\nmanner whatsoever, and nothing contained in this Agreement shall give or is\nintended to give any rights of any kind to third persons.\n\n     7.9  Entire Agreement.  This Agreement constitutes the entire agreement\nbetween the parties governing the matters addressed herein.  No prior agreement\nor representation, whether oral or written, shall have any force or effect\nthereon.\n\n     7.10  NAR Representation.  NAR hereby represents that (i) the current RIN\ndebt owed to NAR is not in default and (ii) in November, 1994, the NAR Board of\nDirectors made the original loan to RIN on the condition that it be for a five\nyear term with principal and interest payments commencing at the beginning of\nthe fifth year.\n\n                                       5\n\n \n          IN WITNESS WHEREOF, the parties have duly executed this Agreement as\nof the Effective Date.\n\n                              NATIONAL ASSOCIATION OF REALTORS(R)\n\n                              By: \/s\/ Alman R. Smith\n                                  ----------------------------------------\n\n                              Name: Alman R. Smith\n                                    --------------------------------------\n\n                              Title: Executive Vice President\n                                     -------------------------------------\n\n\n                              NetSelect, L.L.C.\n\n                              By: \/s\/ Stuart Wolff\n                                  ----------------------------------------\n\n                              Name: Stuart Wolff\n                                    --------------------------------------\n\n                              Title: CEO\n                                     -------------------------------------\n\n                              NetSelect, Inc.\n\n                              By: \/s\/ Stuart Wolff\n                                  ----------------------------------------\n\n                              Name: Stuart Wolff\n                                    --------------------------------------\n\n                              Title: CEO\n                                     -------------------------------------\n\n                                       6\n\n \n          IN WITNESS WHEREOF, the parties have duly executed this Agreement as\nof the Effective Date.\n\n                              NATIONAL ASSOCIATION OF REALTORS(R)\n\n                              By: ________________________________________\n\n                              Name: ______________________________________\n\n                              Title: _____________________________________\n\n\n                              NetSelect, L.L.C.\n\n                              By: ________________________________________\n\n                              Name: ______________________________________\n\n                              Title: _____________________________________\n\n\n                              NetSelect, Inc.\n\n                              By: ________________________________________\n\n                              Name: ______________________________________\n\n                              Title: _____________________________________\n\n                                       7\n\n \n                                   Schedule A\n                            Description of Software\n\n 1. The Software performs the following major functions:\n    A. Download property and member information from the Data Content Providers\n       and convert this information into the format need to display Real\n       Property Ads.  This software's function is detailed in Section 5.3(a) and\n       Schedule I.\n    B. Displaying of Real Property Ads on the Internet as described in Section\n       5.3.(b), 5.4. and Schedule J.\n    C. Reformatting Real Property Ads data for interfacing with newspapers print\n       products.\n    D. Display and accounting for banner advertising.\n    E. Back office accounting functions for the Real Property Ad Business.\n    F. Back office customer service support software.\n    G. Credit card processing and accounting.\n\n2.  The Software includes all software developed by InfoTouch Corporation under\n    its DISTRIBUTION AND WEB SITE DEVELOPMENT AGREEMENT with RIN and any\n    enhancements and modifications thereto including all programs, scripts,\n    tables that store information and the HTML scripts that drive the screen\n    displays on the Domain Site.\n\n3.  The Software was developed and is maintained using a number of operating\n    systems and programming utilities licensed from third parties including but\n    not limited to the following:\n    A.  Microsoft C++ compilers\n    B.  Microsoft NT and Windows operating\n    C.  Microsoft Back Office including Microsoft SQL server\n    D.  Various communications and scripting languages including: Crosstalk,\n        Pearl, etc.\n    E.  Various software utilities and tools used for development and\n        maintenance.\n\n\n                                       8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9613,9617],"class_list":["post-42401","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42401","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=42401"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42401"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42401"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42401"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}