{"id":42455,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-cbs-inc-and-marketwatch-com-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-cbs-inc-and-marketwatch-com-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-cbs-inc-and-marketwatch-com-llc.html","title":{"rendered":"License Agreement &#8211; CBS Inc. and MarketWatch.com LLC"},"content":{"rendered":"<pre>                                LICENSE AGREEMENT\n\n         AGREEMENT made as of the 29th day of October, 1997, by and between CBS,\nInc., 51 West 52nd Street, New York, New York 10019 (herein called 'CBS'), and\nMarketwatch.Com, LLC, c\/o Data Broadcasting Corporation, 1900 South Norfolk\nStreet, San Mateo, CA 94403 (herein called 'MarketWatch').\n\n1.       DEFINITIONS\n\n         1.1 'CBS Competitor' means any Person, other than CBS, who\/which is\nengaged either directly, or indirectly through an Affiliate, in radio or\ntelevision programming or program distribution (whether free over-the-air,\ncable, telephone, local, microwave, or direct broadcast satellite or otherwise)\nin North America. An 'Affiliate' of the Person concerned, in the preceding\nsentence, means a Person that directly or indirectly (through one or more\nintermediaries) controls, is controlled by, or is under common control with such\nPerson concerned.\n\n         1.2 'CBS Content Pages' means pages of the MarketWatch Site that\ninclude any CBS News Content.\n\n         1.3 'CBS License Guidelines and Restrictions' or 'CBS License\nGuidelines' means the clearance, form, format and use restrictions and\nprocedures set forth in Exhibit 2 attached hereto which MarketWatch shall adhere\nto in its use of CBS News Content, CBS Marks, MarketWatch Site Content on the\nMarketWatch Site and on any other MarketWatch Internal Site linked from the\nMarketWatch Site.\n\n         1.4 'CBS Marks' means the following CBS registered trademarks, as shown\nin Exhibit 1 attached hereto: CBS(R) and the CBS 'Eye' design.\n\n         1.5 'CBS News Content' means any current news Television Content\n(excluding, for avoidance of doubt, any archival Content or television\/radio\nprogram outtakes) related to business and financial issues and contained in CBS\nNew's regularly scheduled hard news broadcasts, scheduled special events\ncoverage and unscheduled live breaking news coverage which CBS has the right to\nlicense for use on the Internet. (Nothing herein shall be construed to grant\nMarketWatch any rights to CBS Radio Content or any Content of CBS Cable [i.e.,\nContent contained in coverage or broadcasts of the CBS Radio division of CBS\nand\/or CBS Cable]).\n\n\n\n                                       1\n\n\n         1.6 'Content' means text, graphics, photographs, video, audio and\/or\nother data or information, including, without limitation, Televisions Content,\nrelating to any subject.\n\n         1.7 'Date and Time Network Guidelines' means the guidelines issued by\nCBS which restrict any advertisement from disclosing the date and time of the\nprogram or event advertised.\n\n         1.8 'Intellectual Property Rights' means all inventions, discoveries,\ntrademarks, patents, trade names, copyrights, jingles, know-how, intellectual\nproperty, software, shop rights, licenses, developments, research data, designs,\ntechnology, trade secrets, test procedures, processes, route lists, computer\nprograms, computer discs, computer tapes, literature, reports and other\nconfidential information, intellectual and similar intangible property rights,\nwhether or not patentable or copyrightable (or otherwise subject to legally\nenforceable restrictions or protections against unauthorized third party usage),\nand any and all applications for, registrations of and extensions, divisions,\nrenewals and reissuance of, any of the foregoing, and rights therein, including\nwithout limitation (a) rights under any royalty or licensing agreements, and (b)\nprogramming and programming rights, whether on film, tape or any other medium.\n\n         1.9 'Internet' means global network of interconnected computer\nnetworks, each using the Transmission Control Protocol\/Internet Protocol and\/or\nsuch other standard network interconnection protocols as may be adopted from\ntime to time, which is used to transmit Content that is directly or indirectly\ndelivered to a computer or other digital electronic device for display to an\nend-user, whether such Content is delivered through on-line browsers, off-line\nbrowsers, or through 'push' technology, electronic mail, broadband distribution,\nsatellite, wireless otherwise.\n\n         1.10 'Internet Site' means any site or service delivering Content on or\nthrough the Internet, including, without limitation, any on-line service such as\nAmerica Online, Compuserve, Prodigy and the Microsoft Network.\n\n         1.11 'MarketWatch Content' means any Content owned or controlled by\nMarketWatch other than CBS Property (as defined in subparagraph 7.1(a)).\n\n         1.12 'MarketWatch Site' means the Internet website owned by MarketWatch\nand currently existing as portions of the dbc.com website that provide stock\nquotes, personal finance information and business and stock stories. The\nsections of dbc.com that constitute part of the MarketWatch Site are 'DBC News,'\n'Finance Markets,' 'Mutual Fund Center,' 'Trading Center,' 'Stockchat' and\n'MarketWatch'.\n\n         1.13 'Net Advertising Revenues' means the gross U.S. dollar sums\nactually received from the sale of advertising on the MarketWatch Site by or on\nbehalf of MarketWatch, less all third-party payments actually made, including,\nwithout limitation, sales representative commissions provided that, for the\npurposes of this paragraph, such sales representative commissions shall be\ndeemed not to exceed fifteen percent (15%) in each instance.\n\n\n\n                                       2\n\n\n         1.14 'Person' means any natural person, legal entity, or other\norganized group of persons or entities. (All pronouns whether personal or\nimpersonal, which refer to Person include natural persons and other Persons.)\n\n         1.15 'Television Content' consists of Content broadcast on television.\n\n  2.     LICENSE\n\n         2.1 CBS grants to MarketWatch, during the term of this Agreement and\nsubject to the terms and conditions contained herein, the non-exclusive right\nand license:\n\n                  (a) to use, copy, publicly display, perform, distribute or\notherwise make available on or through the MarketWatch Site, the CBS News\nContent, to the extent CBS has the right to so license such Content. CBS agrees\nthat users of the MarketWatch Site may view, access, retrieve, copy and print\nonly for noncommercial private use any CBS News Content distributed hereunder on\nthe MarketWatch Site.\n\n                  (b) to use the CBS Marks in connection with MarketWatch's\noperation of the MarketWatch Site.\n\nNothing in this Agreement grants MarketWatch ownership or other rights in or to\nthe CBS News Content or the CBS Marks, except in accordance and to the extent of\nthis license.\n\n         2.2 MarketWatch's exercise of the rights granted herein shall conform\nto the restrictions or requirements set forth in the CBS License Guidelines\n(attached hereto as Exhibit 2), as such License Guidelines may be amended or\nrevised by from time to time by CBS, to reflect any changes in the business,\npractice, procedures or policies of CBS or MarketWatch.\n\n         2.3 (a) MarketWatch shall have access to all CBS News Content, and,\nsubject to the conditions stated in the next sentence, CBS shall deliver, at\ntimes reasonably requested by MarketWatch, all CBS News Content in a mutually\nagreed form and format (including, for avoidance of doubt, video and text, to\nthe extent reasonably possible). CBS shall have the right to refuse to deliver\nto MarketWatch any CBS News Content if, in CBS's sole discretion, the CBS News\nContent or the use contemplated, conflicts with, interferes with or is\ndetrimental to CBS's interests, reputation or business or might subject CBS to\nunfavorable regulatory action, violate any law, infringe the rights of any\nperson, or subject CBS to liability for any reason.\n\n                  (b) MarketWatch shall be responsible for and shall reimburse\nCBS for all actual costs and expenses, above and beyond those expenses normally\nincurred by CBS in the ordinary course of business, which are incurred by CBS in\npreparing and\/or delivering the CBS News Content in the desired form and format.\nAny amounts to be paid under this paragraph 2.3(b) shall be due and payable\nwithin 30 days of receipt of an invoice relating to such amounts. Those amounts\nwill also be recoupable from all monies becoming payable to MarketWatch under\nthis or any other Agreement or otherwise to the extent to which they have not\nactually been paid or reimbursed as provided for in the preceding sentence.\n\n\n\n                                       3\n\n\n         2.4 All Content which MarketWatch intends to use on the MarketWatch\nSite shall consist of business or financial-related and other content deemed\nappropriate by CBS. During the term of this Agreement, Any Content displayed on\nthe MarketWatch Site shall be subject to any restrictions or requirements set\nforth in the CBS License Guidelines. CBS shall have the right to demand the\nwithdrawal from the MarketWatch Site of any Content which in CBS's sole opinion\nconflicts with, interferes with or is detrimental to CBS's interests, reputation\nor business or which might subject CBS to unfavorable regulatory action, violate\nany law, infringe the rights of any Person, or subject CBS to liability for any\nreason. Upon notice from CBS to withdraw the Content concerned, MarketWatch\nshall cease using any such Content on the MarketWatch Site as soon as\ncommercially and technically feasible, but in any event within three (3) days\nafter the date of CBS's notice. If MarketWatch cannot cease using such Content\nwithin twenty-four (24) hours, MarketWatch will so notify CBS detailing why the\ncessation cannot be effected within twenty-four (24) hours and when the\ncessation will be effected, subject to the terms of the preceding sentence.\n\n         2.5 (a) During the term of this Agreement, MarketWatch shall, in all\ninstances, consult with CBS regarding (visual and editorial) presentation of the\nCBS News Content on the MarketWatch Site; provided, however, that in the event\nthe parties cannot agree in any instance, then CBS's decision will be\nconclusive. In no event shall MarketWatch distort or misrepresent any material\ncontained in the CBS News Content. No CBS News Content shall be used\/displayed\nout of context; MarketWatch shall have the right to edit and revise the CBS News\nContent subject to CBS's prior approval in each instance.\n\n                  (b) MarketWatch shall be solely responsible for the\nengineering, production, maintenance and monitoring of all CBS News Content\nwhich MarketWatch makes available on the MarketWatch Site.\n\n                  (c) Subject to any restrictions or requirements in the CBS\nLicense Guidelines, MarketWatch shall have the right, but not the obligation, to\ncorrect any errors, omissions and\/or inaccuracies in the transmission or\ntranscription of the CBS News Content identified by MarketWatch or reported to\nMarketWatch by MarketWatch Site users.\n\n                  (d) Notwithstanding anything to the contrary contained herein,\nupon notice from CBS, MarketWatch shall cease using any CBS News Content which\n(i) in CBS's sole opinion, conflicts, interferes with or is detrimental to CBS's\nreputation or business or (ii) becomes subject to any third party restriction or\nclaim which would prohibit, limit or restrict the use thereof on the Internet.\n\n         2.6 Except as otherwise specified in this Agreement, during the term of\nthis Agreement, MarketWatch shall not, without CBS's prior written approval:\n\n                  (a) display, perform, distribute, transmit or otherwise make\navailable in any media now known or hereafter developed, other than through the\nMarketWatch Site, any CBS News Content, CBS Marks, or any portion thereof.\n\n\n\n                                       4\n\n\n                  (b) advertise, promote or market in any media now known or\nhereafter developed, including the Internet, any CBS Competitor, except that\nMarketWatch may promote any CBS Competitor on\/in any of its venues other than\nthe MarketWatch Site, to the extent that CBS would permit such advertising,\npromotion or marketing on the CBS Television Network, pursuant to its Date &amp; Time Network Guidelines.\n\n         2.7 In the event that MarketWatch desires to use any music contained in\nany CBS News Content on the MarketWatch Site, prior to such use, MarketWatch\nshall (i) report to the applicable music rights society on behalf of CBS, all\ntitles and publishers of all such music and, (ii) secure, at its sole cost and\nexpense, and pay for all performing, duplication and\/or recording rights\nlicenses, if any, necessary for the use of such music on the Internet. CBS shall\nendeavor to deliver to MarketWatch accurate music cue sheets for all such music.\n\n         2.8 Upon expiration or termination of this Agreement, MarketWatch shall\nimmediately cease all use of the CBS Marks and any CBS News Content or Content\nderived therefrom in connection with the name and operation of the MarketWatch\nSite or otherwise. In connection with the above, MarketWatch shall immediately\nremove or erase the CBS News Content (and any Content derived therefrom) and CBS\nMarks from the MarketWatch Site as soon as commercially and technically\npracticable, given customary Internet business practices, but in no event shall\nany such material remain on the MarketWatch Site more than five (5) days after\nexpiration or CBS's notice of termination, as applicable, and at CBS's request,\nMarketWatch shall furnish CBS with certified evidence of such removal or erasure\nsatisfactory to CBS.\n\n3.       TERM\n\n         3.1 The term of this Agreement shall begin on October 29, 1997 and\nshall continue in full force and effect for a period of five (5) consecutive\nyears, through and including October 29, 2002, unless it is terminated earlier\nin accordance with the terms and conditions contained herein.\n\n4.       TRADEMARKS\n\n         4.1 CBS shall deliver to MarketWatch a copy of each CBS Mark in the\nform in which such Mark may be used by MarketWatch on the MarketWatch Site.\nMarketWatch acknowledges that the CBS Marks are trademarks owned or controlled\nby CBS, Inc. and that all uses by MarketWatch of such CBS Marks shall inure to\nCBS's benefit. MarketWatch shall maintain CBS quality standards with respect to\nits use of the CBS Marks, and otherwise use the CBS Marks subject to any\nrestrictions or requirements disclosed by CBS (including any\nrequirements\/restrictions delineated in the CBS License Guidelines). All\nmaterials bearing the CBS Marks shall be subject to CBS's prior written\napproval.\n\n         4.2 MarketWatch shall not file any application in any country to\nregister a trademark which contains 'CBS,' or is the same as, similar to, or\ndeceptive or misleading with respect to the CBS Marks or any other CBS\ntrademark. If any application for registration is filed in any country by\nMarketWatch in contravention of this paragraph 4.2, CBS shall have the right to\ntake \n\n\n\n                                       5\n\n\nappropriate action against MarketWatch, including seeking injunctive relief, to\nprohibit or otherwise restrain MarketWatch's use of the infringement party's use\nof the infringing mark.\n\n         4.3 In the event that MarketWatch learns of any infringement,\nthreatened infringement, or passing off of the CBS's trademarks or logos\nlicensed for use under this Agreement, or that any Person claims or alleges that\nthe such trademarks or logos are liable to cause deception or confusion to the\npublic, then MarketWatch shall notify CBS of the particulars thereof.\n\n         4.4 Upon the expiration or termination of this Agreement, MarketWatch\nshall cease all use of the CBS Marks, as soon as commercially and technically\npracticable, but in any event, no later than five (5) days after expiration or\ntermination of this Agreement.\n\n5.       COMPENSATION\n\n         5.1 In consideration of the rights herein granted, MarketWatch shall\npay CBS thirty percent (30%) of the Net Advertising Revenues over and above the\nfirst One Million Dollars ($1,000,000) of Net Advertising Revenues derived from\nthe sale of advertising on the MarketWatch Site during the term of this\nAgreement.\n\n         5.2 In the event that the rights granted by CBS to MarketWatch pursuant\nto this Agreement cause CBS to recognize income for federal income tax purposes\nin an amount which exceeds the amount prescribed for such rights in paragraph\n5.1 above (the 'Excess'), then the entire amount of any deductions available to\nMarketWatch solely attributable to such Excess shall be allocated by MarketWatch\nto CBS.\n\n6.       ACCOUNTINGS\n\n         6.1 MarketWatch will compute Net Advertising Revenues as of each March\n31, June 30, September 30 and December 31 for the prior three (3) months. Within\nforty-five (45) days after the calendar quarterly period concerned, MarketWatch\nwill send CBS a statement covering those sums and will pay CBS and Net\nAdvertising Revenues due. Acceptance by CBS of any statement or payment shall\nnot preclude CBS from challenging the accuracy thereof.\n\n         6.2 MarketWatch will maintain accurate books and records which report\nthe sales of advertising on the MarketWatch Site. CBS may, at its own expenses,\nexamine and copy those books and records, as provided in this paragraph. CBS may\nmake such an examination for a particular statement within three (3) years after\nthe date when the other party sends the examining party the statement concerned.\n(MarketWatch will be deemed conclusively to have sent CBS the statement\nconcerned on the date prescribed in paragraph 6.1, unless CBS notifies\nMarketWatch otherwise with respect to any statement, within thirty (30) days\nafter that date). CBS may make those examinations only during MarketWatch's\nusual business hours, and at the place where it keeps the books and records.\nSuch books and records shall be kept at the MarketWatch office in San Mateo,\nCalifornia, unless otherwise notified. CBS will be required to notify\nMarketWatch at least ten (10) days before the date of planned examination. If\nCBS's\n\n\n\n                                       6\n\n\nexamination has not been completed within two months from the time CBS begins\nit, MarketWatch may require CBS to terminate it on seven (7) days notice to CBS\nat any time.\n\n7.       RIGHTS\n\n         7.1 (a) As between CBS and MarketWatch: CBS is or shall be the\nexclusive owner of and shall retain all right, title and interest to the CBS's\nNews Content or any Content derived therefrom, and the CBS Marks, including all\nIntellectual Property Rights therein (the 'CBS Property').\n\n                  (b) MarketWatch is the exclusive owner of and shall retain all\nright, title and interest to the MarketWatch Content or any Content derived\ntherefrom, the MarketWatch Site and all Intellectual Property Rights therein,\nexcluding the CBS Property.\n\n                  (c) MarketWatch shall place a notice of copyright on each CBS\nContent Page in accordance with the CBS License Guidelines. No CBS Content Page\nshall contain any other copyright notice whatsoever except as provided in the\nCBS License Guidelines. MarketWatch shall cooperate fully with CBS in connection\nwith CBS's obtaining appropriate copyright protection in the name of CBS for any\nCBS Content Page.\n\n         7.2 Each party agrees to take all action and cooperate as is reasonably\nnecessary, at the other party's request and expense, to protect the other's\nrespective rights, titles, and interests specified in this Article 7, and\nfurther agrees to execute any documents that might be necessary to perfect each\nparty's ownership of such rights, titles, and interests.\n\n8.       WARRANTIES; REPRESENTATIONS; INDEMNITIES\n\n         8.1      (a)      CBS represents and warrants that:\n\n                           (i) it has full power and authority to enter into\n                  this Agreement.\n\n                           (ii) it has sufficient right and authority to grant\n                  to MarketWatch all licenses and rights granted by CBS\n                  hereunder.\n\n                           (iii) the CBS Marks and the use thereof as permitted\n                  pursuant to this Agreement shall not violate any law or\n                  infringe upon or violate any rights of any Person.\n\n                  (b)      MarketWatch represents and warrants that:\n\n                           (i) it owns or controls all right, title, and\n                  interest in and to the MarketWatch Site, and all Intellectual\n                  Property Rights therein, necessary to carry out its\n                  obligations hereunder and to grant and assign the rights and\n                  licenses granted to CBS herein.\n\n                           (ii) it is has the full power and authority to enter\n                  into and fully perform this Agreement.\n\n\n\n                                       7\n\n\n                           (iii) the MarketWatch Site, any MarketWatch Site\n                  Content and any Content developed or furnished by MarketWatch\n                  hereunder and the use thereof shall not violate any law or\n                  infringe upon or violate any rights of any Person.\n\n         8.2 Each party shall at all times indemnify, hold harmless and defend\nthe other party in accordance with the indemnification provisions (applicable to\nsuch party) set forth in Article VI of the Contribution Agreement among CBS,\nMarketWatch and Data Broadcasting Corporation dated as of October 29, 1997 (the\n'Contribution Agreement').\n\n9.       REMEDIES\n\n         9.1 CBS shall have the right to terminate this Agreement if (any of the\nfollowing occurs):\n\n                  (a) MarketWatch breaches any material term or condition of\nthis Agreement, and has failed to cure such breach. The foregoing cure period\nwill not apply to MarketWatch's warranties hereunder, where a specific cure\nperiod is provided herein, to MarketWatch's obligations regarding CBS News\nContent or to breaches incapable of being cured.\n\n                  (b) MarketWatch: (i) becomes insolvent or unable to pay its\ndebts as they mature or makes an assignment for the benefit of its creditors;\n(ii) is the subject of a voluntary petition in bankruptcy or any voluntary\nproceeding relating to insolvency, receivership, liquidation, or composition for\nthe benefit of creditors, if such petition or proceeding is not dismissed within\nsixty (60) days of filing: (iii) becomes the subject of any involuntary petition\nin bankruptcy or any involuntary proceeding relating to insolvency,\nreceivership, liquidation, or composition for the benefit of creditors, if such\npetition or proceeding is not dismissed within sixty (60) days of filing; (iv)\nis liquidated or dissolved; or (v) is no longer at least 20% owned by CBS.\n\nCBS may exercise its right to terminate pursuant to this Section 9.1 by sending\nMarketWatch the appropriate notice. No exercise by CBS of its rights under this\nSection 9.1 will limit CBS's remedies by reason of MarketWatch's default, CBS's\nrights to exercise any other rights under this Section 9.1, or any of CBS's\nother rights.\n\n10.      GENERAL\n\n         10.1 Neither party may assign this Agreement, or their respective\nrights and obligations hereunder, in whole or in part without the other party's\nprior written consent. Any attempt to assign this Agreement without such consent\nshall be void and of no effect ab initio. Notwithstanding the foregoing, CBS may\nassign this Agreement or any of its rights and obligations hereunder to any\nentity controlling, controlled by or under common control with, CBS, or to any\nentity that acquires CBS by purchase of stock or by merger or otherwise, or by\nobtaining substantially all of CBS assets (a 'CBS Assignee'), provided that any\nsuch CBS Assignee, or any division thereof, thereafter succeeds to all of the\nrights and is subject to all of the obligations of CBS under this Agreement.\n\n\n\n                                       8\n\n\n         10.2 Each party hereto irrevocably submits to the exclusive\njurisdiction of (a) the Supreme Court of the State of New York, New York County,\nand (b) the United States District Court for the Southern District of New York,\nfor the purposes of any suit, action or other proceeding arising out of this\nAgreement or any transaction contemplated hereby or thereby. Each of CBS and\nMarketWatch agrees to commence any such action, suit or proceeding either in the\nUnited States District Court for the Southern District of New York or if such\nsuit, action or other proceeding may not be brought in such court for\njurisdictional reasons, in the Supreme Court of the State of New York, New York\nCounty. Each of CBS and MarketWatch further agrees that service of any process,\nsummons, notice or documents by U.S. registered mail to such party's respective\naddress set forth above shall be effective service of process for any action,\nsuit or proceeding in New York with respect to any maters to which it has\nsubmitted to jurisdiction in this Section 10.2. Each of CBS and MarketWatch\nirrevocably and unconditionally waives any objection to the laying of venue of\nany action, suit or proceeding arising out of this Agreement or the transactions\ncontemplated hereby and thereby in (i) the Supreme Court of the State of New\nYork, New York County, or (ii) the United States District Court for the Southern\nDistrict of New York, and hereby and thereby further irrevocably and\nunconditionally waives and agrees not to plead or claim in any such court that\nany such action, suit or proceeding brought in any such court has been brought\nin an inconvenient forum.\n\n         10.3 Each party shall comply in all material respects with all laws and\nregulations applicable to its activities under this Agreement.\n\n         10.4 If any provision of this Agreement (or any portion thereof) or the\napplication of any such provision (or any portion thereof) to any Person or\ncircumstance shall be held invalid, illegal or unenforceable in any respect by a\ncourt of competent jurisdiction, such invalidity, illegality or unenforcability\nshall not affect any other provision hereof (or the remaining portion thereof)\nor the application of such provision to any other Persons or circumstances.\n\n         10.5 All notices or other communications required or permitted to be\ngiven hereunder shall be in writing and shall be delivered by hand or sent,\npostage prepaid, by registered, certified or express mail or reputable overnight\ncourier service and shall be deemed given when so delivered by hand, or if\nmailed, three days after mailing (one business day in the case of express mail\nor overnight courier service), as follows:\n\n                  (i)      if to MarketWatch,\n\n                           c\/o Data Broadcasting Corporation\n                           1900 South Norfolk Street\n                           San Mateo, CA  94403\n\n                           Attention of Larry Kramer\n\n\n\n                                       9\n\n\n                  (ii)     if to CBS,\n\n                           CBS Inc.\n                           51 West 52nd Street\n                           New York, New York  10019\n\n                           Attention of Derek Reisfield\n\n         with copies to:\n\n                           CBS Inc.\n                           51 West 42nd Street\n                           New York, New York  10019\n\n                           Attention of General Counsel, and\n\n                           Cravath, Swaine &amp; Moore\n                           825 Eighth Avenue\n                           New York, New York  10019\n\n                           Attention of Peter S. Wilson, Esq.\n\n         10.6 The parties to this Agreement are independent contractors. There\nis no relationship of partnership, joint venture, employment, franchise, or\nagency between the parties. Neither party shall have the power to bind the other\nor incur obligations on the other's behalf without the other's prior written\nconsent.\n\n         10.7 No failure of either party to exercise or enforce any of its\nrights under this Agreement shall act as a waiver of such right.\n\n         10.8 This Agreement, along with the Exhibits hereto, contains the\nentire agreement and understanding between the parties hereto with respect to\nthe subject matter hereof and supersedes all prior agreements and understandings\nrelating to such subject matter. Neither party shall be liable or bound to any\nother party in any manner by any representations, warranties or covenants\nrelating to such subject matter except as specifically set forth herein.\n\n         10.9 This Agreement may be executed in one or more counterparts, all of\nwhich shall be considered one and the same agreement, and shall become effective\nwhen one or more such counterparts have been signed by each of the parties and\ndelivered to each of the other parties.\n\n         10.10 This Agreement may not be amended except by an instrument in\nwriting signed on behalf of each of the parties hereto. By an instrument in\nwriting, any two parties hereto may waive compliance by the third party with any\nterm or provision of this Agreement that such third party was or is obligated to\ncomply with or perform.\n\n\n\n                                       10\n\n\n         10.11 This Agreement shall be governed by and construed in accordance\nwith the internal laws of the State of New York applicable to agreements made\nand to be performed entirely within such State, without regard to the conflicts\nof law principles of such State.\n\n         10.12 Except as provided in Article VI of the Contribution Agreement,\nthis Agreement is for the sole benefit of the parties hereto and their permitted\nassigns and nothing herein expressed or implied shall give or be construed to\ngive to any person, other than the parties hereto ad such assigns, any legal or\nequitable rights hereunder.\n\n         10.13 The headings contained in this Agreement or in any Exhibit or\nSchedule hereto are for reference purposes only and shall not affect in any way\nthe meaning or interpretation of this Agreement. All Exhibits and Schedules\nannexed hereto or referred to herein are hereby incorporated in and made a part\nof this Agreement as if set forth in full herein. Any capitalized terms used in\nany Schedule or Exhibit but not otherwise defined therein, shall have the\nmeaning as defined in this Agreement. When a reference is made in this Agreement\nto a Section, Exhibit or Schedule, such reference shall be to a Section of, or\nan Exhibit or Schedule to, this Agreement unless otherwise indicated.\n\n         IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted by their duly authorized representatives as of the date first above\nwritten.\n\nMarketWatch.Com, LLC                    CBS INC.\n\n\nBy: \/s\/ LAWRENCE S. KRAMER              By: \/s\/ FREDRIC G. REYNOLDS\n    ----------------------------------     ------------------------------------\n\nName:      Lawrence S. Kramer           Name:      Fredric G. Reynolds\n      -------------------------------        ----------------------------------\n\nTitle:  CEO                             Title:  Executive Vice President and\n                                                Chief Financial Officer\n\n\n\n                                       11\n\n                                    EXHIBIT 1\n\n\n(Attached to and forming a part of the Agreement, made as of October 29, 1997\nbetween CBS Inc. and MarketWatch.Com, LLC)\n\n\n--------------------------------------------------------------------------------\n\n\n                                    CBS MARKS\n\n                                       CBS\n\n\n                                 (EYEBALL LOGO)\n\n\n\n                                       12\n\n                                    EXHIBIT 2\n\n\n(Attached to and forming a part of the Agreement, made as of October 29, 1997\nbetween CBS Inc. and MarketWatch.Com, LLC)\n\n\n--------------------------------------------------------------------------------\n\n\n                     CBS LICENSE GUIDELINES AND RESTRICTIONS\n\n\nI.       GENERAL\n\n         The MarketWatch Site shall not include Content that: (i) is sexually\n         explicit, (ii) contains profanity or (iii) that denigrates a particular\n         group based on gender, race, creed, religion, sexual preference or\n         handicap.\n\n<font size=\"2\">II.      CBS NEWS CONTENT\n\n         1.       Each party shall notify the other of all errors, omissions,\n                  and\/or inaccuracies in transmission or transcription of the\n                  CBS News Content within forty-eight (48) hours after it\n                  becomes aware thereof.\n\n         2.       If MarketWatch provides such notice, it shall specify to CBS\n                  what action, if any, it has taken to correct the error,\n                  omission and\/or inaccuracy.\n\n         3.       If CBS provides such a notice, or receives such notice, it may\n                  specify the action to be taken by MarketWatch to correct the\n                  error, omission and\/or inaccuracy or resubmit such content.\n\n         4.       All CBS News Content shall be subject to restrictions and\n                  instructions disclosed by CBS at any time.\n\n         5.       CBS shall have the right to refuse to deliver to MarketWatch\n                  any CBS News Content if, in CBS's sole discretion, the CBS\n                  News Content or the use contemplated, conflicts with,\n                  interferes with or is detrimental to CBS's interests,\n                  reputation or business or which might subject CBS to\n                  unfavorable regulatory action, violate any law, infringe the\n                  rights of any person, or subject CBS to liability for any\n                  reason.\n\n         6.       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MarketWatch and CBS shall mutually develop the procedures for\n                  placing any third party copyright notice on any CBS Content\n                  Page.\n\n\n\n<\/font>                                       14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9613,9616],"class_list":["post-42455","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","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\/42455","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=42455"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42455"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42455"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42455"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}