{"id":42480,"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-west-publishing-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-west-publishing-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-west-publishing-co.html","title":{"rendered":"License Agreement – West Publishing Co."},"content":{"rendered":"
LICENSE AGREEMENT<\/u><\/b><\/span><\/p>\n\n\n
     THIS\nAGREEMENT, entered into in Eagan, Minnesota by and between ________________\n('Licensee') and WEST PUBLISHING COMPANY (and its successors,\ncollectively 'Licensor');<\/span><\/p>\n\n\n
     WHEREAS,\nLicensee desires to obtain a license from Licensor to allow Licensee to star\npaginate to certain West Case Reports in Licensee Case Reports contained in\nLicensee's [Licensee Product(s)\/Service(s)]; and<\/span><\/p>\n\n\n
     WHEREAS,\nLicensor desires to grant Licensee such a license;<\/span><\/p>\n\n\n
     NOW,\nTHEREFORE, in consideration of the foregoing and of the mutual covenants which\nfollow, the parties hereby agree that:<\/span><\/p>\n\n\n\n
Article 1 --\nDefinitions<\/u><\/b><\/span><\/p>\n\n\n
     As\nused in this Agreement, the following terms shall have the following meanings:<\/span><\/p>\n\n\n\n
     1.01. 'West\nCase Reports' shall mean Licensor's reports of judicial decisions,\nidentified in Exhibit A to this Agreement, that are selected for reporting by\nLicensor and coordinated and arranged by Licensor within NRS Reporters.<\/span><\/p>\n\n\n\n
     1.02. 'NRS\nReporters' shall mean the following printed case report series published\nby Licensor that are a part of Licensor's National Reporter System and any\nfuture case report series published by Licensor that Licensor designates as a\npart of Licensor's National Reporter System:<\/span><\/p>\n\n\n
     Supreme\nCourt Reporter
\n\n     Federal\nReporter
\n\n     Federal\nSupplement
\n\n     Federal\nRules Decisions
\n\n     Atlantic\nReporter
\n\n     North\nEastern Reporter
\n\n     North\nWestern Reporter
\n\n     Pacific\nReporter 
\n\n     South\nEastern Reporter
\n\n     Southern\nReporter
\n\n     South\nWestern Reporter
\n\n     California\nReporter
\n\n     Illinois\nDecisions
\n\n     New\nYork Supplement
\n\n     Bankruptcy\nReporter
\n\n     Military\nJustice Reporter
\n\n     United\nStates Claims Court Reporter
\n\n     Federal\nClaims Reporter 
\n\n     Veterans\nAppeals Reporter<\/span><\/p>\n\n\n\n
If Licensor (i) ceases\npublishing any NRS Reporter in printed form; and (ii) includes the case reports\nof the court(s) previously included in said NRS Reporter as a part of a New\nTechnology or only on WESTLAW, such case reports as a part of a New Technology\nor on WESTLAW shall be deemed to be said NRS Reporter.  In such event, should\nWESTLAW or the New Technology continue to contain citations to such case\nreports in the same form (including volume numbers, abbreviated NRS Reporter\ndesignation, and beginning page numbers) as the 'NRS Citations' for\nsaid NRS Reporter and with the same type of pagination as previously included\nin said NRS Reporter (i.e., such pagination shall not include the electronic\npagination presently included on WESTLAW, any pagination related to WESTLAW\nCites or any successor WESTLAW and\/or New Technology citation form, or any other\nelectronic pagination used on WESTLAW and\/or the New Technology; jointly,\n'WESTLAW\/New Technology Pagination'), WESTLAW and\/or the New\nTechnology shall be deemed to be said NRS Reporter (with respect to the case\nreports in question) for purposes of the 'Star Pagination License'\nprovided for in Article 2; provided, however, that Licensee shall have no right\nwhatsoever under this Agreement to produce, use, or make available WESTLAW\/New\nTechnology Pagination in any form or by any means.<\/span><\/p>\n\n\n
     1.03. 'Licensee\nCase Reports' shall mean Licensee's reports of judicial decisions that are\nselected for reporting by Licensee in [Licensee Product(s)\/Service(s)] and\ncoordinated and arranged by Licensee within [Licensee Product(s)\/Service(s)].<\/span><\/p>\n\n\n
     1.04. '[Licensee\nProduct(s)\/Service(s)]' shall mean [description of Licensee\nProduct(s)\/Service(s)]<\/i><\/span> published\nor provided in [print, CD-ROM, online or other electronic format] by Licensee\nafter the effective date of this Agreement.<\/span><\/p>\n\n\n
     1.05. 'NRS\nPagination' shall mean the page breaks and related page numbers of NRS\nReporter publications.  Should WESTLAW and\/or a New Technology be deemed to be\nan NRS Reporter pursuant to Section 1.02, the 'pagination' referenced\nin Section 1.02 (other than WESTLAW\/New Technology Pagination) shall be deemed\nto be NRS Pagination; provided, however, that WESTLAW\/New Technology Pagination\nshall not be NRS Pagination.<\/span><\/p>\n\n\n
     1.06. 'Licensed\nNRS Pagination' shall mean the NRS Pagination which Licensee obtains a\nlicense to use pursuant to the terms and conditions of this Agreement.<\/span><\/p>\n\n\n
     1.07. 'Licensee\nSubscribers' shall mean subscribers to or other licensees of [Licensee\nProduct(s)\/Service(s)] that include Licensed NRS Pagination.<\/span><\/p>\n\n\n
     1.08. 'Licensee\nSubscriber Limitations' shall mean contractual obligations contained in\nthe agreements pursuant to which Licensee Subscribers are licensed the right to\naccess and use Licensed NRS Pagination as a part of [Licensee\nProduct(s)\/Service(s)] that (i) allow access to and use of Licensed NRS\nPagination solely in the regular course of legal research and related work;\n(ii) prohibit the publication, broadcast, loan, rent, lease, sale or other\ntransfer of Licensed NRS Pagination, or of any copy or reproduction thereof;\nand (iii) prohibit or limit the making, maintenance or use of Licensed NRS\nPagination, or of any copy or reproduction thereof, in the same manner as such\nactions are prohibited or limited for the other contents of [Licensee\nProduct(s)\/Service(s)].  [Will not apply in cases of print licenses.<\/i><\/span>]<\/span><\/p>\n\n\n
     1.09. 'PPI'\nshall mean the United States Department of Labor, Bureau of Labor Statistics,\nProducer Price Index for Finished Goods (1982 = 100) or its successor\nindex(es).<\/span><\/p>\n\n\n
     1.10. 'Character'\nshall mean each alphabetic, numeric and punctuation symbol, and each space, in\nthe material in question, and includes each mnemonic and other control, format\nand character code, whether or not displayed.<\/span><\/p>\n\n\n
     1.11. 'New\nTechnology' shall mean any form or means (including, without limitation,\ncompact disc) by which databases containing legal materials may be used, made\navailable, or otherwise distributed other than in any (i) printed or other hard\ncopy form or means; (ii) microfilm, microfiche, or other form or means that can\nbe visually perceived through magnification; or (iii) Online form or means. <\/span><\/p>\n\n\n
     1.12 'Online'\nshall mean a system of computer terminals directly linked to a central\nprocessing unit or units and related peripheral equipment on which a database\nis stored and\/or searched, regardless of the software architecture employed.<\/span><\/p>\n\n\n
     1.13. 'WESTLAW'\nshall mean the Online computer-assisted legal research services presently\nmarketed by Licensor under the WESTLAW trademark, any portion of such services,\nor any Online computer-assisted legal research service marketed by Licensor\nafter the effective date of this Agreement, regardless of the name of the\nservice; provided, however, that WESTLAW shall not include Licensor compact\ndisc or 'New Technology' products or services or Online updates or\nsupplements thereto.  Except as otherwise provided in the first sentence of\nthis Section 1.13 or elsewhere in this Agreement, WESTLAW shall include all\nOnline services (or portions thereof) described in the preceding sentence,\nregardless of how such services are distributed (including, without limitation,\nbeing made available directly to subscribers by Licensor, through agents or\nresellers, or through gateway arrangements with other database providers or\ndistributors).<\/span><\/p>\n\n\n\n
Article 2 --\nLicense And Related Terms<\/u><\/b><\/span><\/p>\n\n\n
     2.01. Star\nPagination License<\/u>.  During the term of this Agreement, subject to the\nterms and conditions hereof, including, without limitation, the timely payment\nby Licensee to Licensor of the license fees provided for in Section 2.03\nhereof, Licensor hereby grants to Licensee, and Licensee hereby accepts from\nLicensor, a non-exclusive, non-transferable (except as specifically provided in\nSection 6.05 hereof), limited license (i) to obtain NRS Pagination from West\nCase Reports contained in NRS Reporter publications; (ii) to include such NRS\nPagination (which shall become Licensed NRS Pagination when so included) in\ncorresponding Licensee Case Reports contained in [Licensee Product(s)\/Service(s)];\n(iii) to license and\/or distribute such [Licensee Product(s)\/Service(s)] to\nLicensee Subscribers subject to Licensee Subscriber Limitations; and (iv) to\nhave a third party obtain, on behalf of Licensee, NRS Pagination from West Case\nReports contained in NRS Reporter publications and include such NRS Pagination\n(which shall become Licensed NRS Pagination when so included) in corresponding\nLicensee Case Reports contained in [Licensee Product(s)\/Service(s)]; provided,\nhowever, that no right to in any way reproduce, use or make available, or\nauthorize any third party to in any way reproduce, use or make available, West\nCase Reports, or any portion or portions thereof other than Licensed NRS\nPagination as provided herein, is granted by Licensor to Licensee under this\nAgreement; provided, further, that Licensor shall not challenge, under any\npresent or future legislation, any use by the Licensee of Licensed NRS\nPagination if Licensee's use of same conforms to the terms of this Agreement.<\/span><\/p>\n\n\n
     2.02. License\nLimitations<\/u>.  Notwithstanding the provisions of Section 2.01 hereof or any\nother provision of this Agreement, the limited license granted by Licensor to\nLicensee hereunder does not include any right to in any way reproduce, use or\nmake available, or authorize any third party to in any way reproduce, use or\nmake available, any NRS Pagination or Licensed NRS Pagination in any form,\nformat or means other than as specifically provided in Section 2.01 hereof;\nprovided, however, that, subject to the terms and conditions of this Agreement,\nLicensee may authorize Licensee Subscribers to create and use printouts of\nLicensee Case Reports containing Licensed NRS Pagination subject to Licensee\nSubscriber Limitations; provided, further, that nothing in this Agreement shall\nprohibit Licensee from selling, leasing, licensing or otherwise transferring\nLicensee Case Reports that contain Licensed NRS Pagination to third party\ninformation providers, but such transfers shall not include or grant any right\nto reproduce, publish, broadcast, distribute, loan, rent, lease, sell or\notherwise transfer, make available or use the Licensed NRS Pagination contained\nin such Licensee Case Reports.<\/span><\/p>\n\n\n
     \n2.03.    License Fees<\/u>.  In consideration of the license\ngranted under Section 2.01 hereof, Licensee shall pay Licensor the license fees\nprovided for in this Section 2.03; <\/i><\/span>provided,\nhowever, that the license fee for [print Licensee Product(s)] need only be paid\nfor the year in which the [print Licensee Product(s)] are printed.  [Specific\nlicense fee terms to be agreed upon, but not to exceed the following license\nfees per format (i.e., for each existing format and for each New Technology)\nper year per 1,000 characters contained in Licensee Case Reports contained in\n[Licensee Product(s)\/Service(s)]<\/i><\/span> that\ninclude Licensed NRS Pagination, subject to change based upon, but not to\nexceed, changes in the PPI: four cents ($.04) during the first and second years\nof this Agreement, six cents ($.06) during the third and fourth years of this\nAgreement, eight cents ($.08) during the fifth and sixth years of this\nAgreement, and nine cents ($.09) during the seventh year and subsequent years\nof this Agreement.]<\/i><\/span><\/p>\n\n\n
     2.04. No\nWarranty or Liability<\/u>.  ALL NRS PAGINATION AND LICENSED NRS PAGINATION\nSHALL BE OBTAINED AND USED BY LICENSEE ON AN 'AS IS' BASIS WITHOUT\nWARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND LICENSOR SHALL HAVE NO LIABILITY\nWHATSOEVER TO LICENSEE IN ANY WAY RELATED TO ANY COPY OF NRS PAGINATION OR\nLICENSED NRS PAGINATION OBTAINED OR USED BY LICENSEE HEREUNDER.<\/span><\/p>\n\n\n
     2.05. Display\nof Licensed NRS Pagination<\/u>.  During the term of this Agreement, if Licensee\nincludes Licensed NRS Pagination as a part of any Licensee Case Report, such\nLicensed NRS Pagination shall be presented no less prominently (in terms of\nsize, high-lighting, underlining, etc.) than any other unofficial pagination or\npinpoint locators for the Licensee Case Report in question.<\/span><\/p>\n\n\n
     2.06. Impossibility<\/u>.\n Nothing contained in this Agreement shall in any way require Licensor to\ncontinue to publish or provide NRS Reporters.<\/span><\/p>\n\n\n
     2.07. Licensor's\nSubscription(s) to [Licensee Product(s)\/Service(s)]<\/u>.  In order for Licensor\nto monitor Licensee\u00d5s compliance with the terms and conditions of Articles 2\nand 3 hereof, Licensee shall, at no charge to Licensor, provide Licensor with\n(a) subscription(s) to [Licensee Product(s)\/Service(s)].  [A copy\/Copies] of\n[Licensee Product(s)\/Service(s)] shall be provided to Licensor as soon as\nit\/they is\/are made available to any third party.<\/span><\/p>\n\n\n\n
Article 3 --\nNotice Provisions<\/u><\/b><\/span><\/p>\n\n\n
     3.01. Copyrights<\/u>.\n During the term of this Agreement, Licensee shall not, except as specifically\nprovided in this Agreement, copy, prepare a derivative work of, distribute a\ncopy of, or display publicly, any portion of any NRS Pagination for any\ncommercial purpose whatsoever.  Nothing contained in this Agreement shall be\ndeemed to prohibit Licensee from copying or making any other use of the\ncontents or pagination of any NRS Reporter publication after the term of\ncopyright in such publication has expired as provided in 17 U.S.C. \u00a4 302, et.\nseq<\/i><\/span>. and related statutes and\nregulations (or their successors).<\/span><\/p>\n\n\n
     3.02. Copyright\nNotice<\/u>.  As a condition of the license granted by Licensor to Licensee under\nSection 2.01 hereof, Licensee shall ensure that a copyright notice which\ncomplies with the provisions of 17 U.S.C. \u00a4 401, et. seq.<\/i><\/span> and related statutes and regulations (or their\nsuccessors) appears on all publicly distributed copies of [Licensee Product(s)\/Service(s)]\nthat contain any Licensed NRS Pagination from which such [Licensee\nProduct(s)\/Service(s)] can be visually perceived, either directly or with the\naid of a machine or device.<\/span><\/p>\n\n\n
     3.03. Notice\nto be Used in Connection with Licensed NRS Pagination<\/u>.  Licensee shall\ncause the following notice, or such other notice as the parties may mutually\nagree upon from time to time, to be prominently displayed as a part of the\n[Licensee Product(s)\/Service(s)] that contain(s) any Licensed NRS Pagination\nand as a part of the documentation made available in connection therewith:<\/span><\/p>\n\n\n
STAR PAGINATION TO WEST\nPUBLISHING COMPANY'S NATIONAL REPORTER SYSTEM&umn; PUBLICATIONS HAS BEEN CREATED\nAND ADDED TO THIS PUBLICATION BY [LICENSEE] AND IS BEING MADE AVAILABLE UNDER A\nLICENSE FROM WEST.<\/span><\/p>\n\n
Article 4 --\nConfidentiality<\/u><\/b><\/span><\/p>\n\n\n
     4.01. Confidentiality\nObligations<\/u>.  During the term of this Agreement and thereafter, except as\nspecifically provided herein and\/or to the extent reasonably necessary to\nperform its obligations or exercise or enforce its rights hereunder, neither\nparty shall provide or disclose to any third party, or itself use, unless\nauthorized in writing to do so by the other party or properly directed or\nordered to do so by public authority, any information or matter that (i)\nconstitutes or concerns the terms and conditions of this Agreement; (ii) is\nprovided to it by the other party hereunder or as a result hereof; or (iii)\nregards any dealings or negotiations with the other party related to this\nAgreement; provided, however, that the parties may consult with their\nrespective counsel with respect to such information or matter and said counsel\nagree to abide by the terms and conditions of this Article 4.<\/span><\/p>\n\n\n
     4.02. Limitation\non Confidentiality<\/u>.  Except with respect to information or matter\nconstituting or concerning the terms and conditions of this Agreement or\nregarding any dealings or negotiations between the parties hereunder, the\nparties shall have no confidentiality obligation under Section 4.01 hereof with\nrespect to any information or matter specified therein that (i) is already\nknown to them, (ii) is rightfully disclosed to them by a third party that is\nnot acting as an agent or representative for the other party, (iii) is\nindependently developed by or for them, (iv) is publicly known, or (v) is\ngenerally utilized by unaffiliated third parties engaged in the same business\nor businesses as the parties.  Any party claiming an exception to Section 4.01\nhereof under this Section 4.02 shall have the burden of proving the basis for\nthe exception.<\/span><\/p>\n\n\n
     4.03. Confidentiality\nStandard<\/u>.  The parties shall follow the same procedures to insure their\ncompliance with the requirements of Section 4.01 hereof as they follow to\nprotect their own confidential and proprietary information and matter of a\nsimilar nature.<\/span><\/p>\n\n\n
     4.04. Injunctive\nRelief<\/u>.  Each party shall be entitled to injunctive relief to enforce the\nother party's compliance with the obligations contained in Section 4.01 hereof,\nit being understood and agreed that the parties will not have an adequate\nremedy at law if such obligations are not complied with.<\/span>
\nArticle 5 -- Term and Termination<\/u><\/b><\/span><\/p>\n\n\n
     5.01. Term\nand Termination<\/u>.  Subject to the terms and conditions hereof, this\nAgreement shall become effective upon execution by both parties and shall\nremain in force [specific term and related provisions as agreed upon<\/i><\/span>].  Licensee may terminate this Agreement by giving\nLicensor at least 90 days' prior written notice of termination.<\/span><\/p>\n\n\n
     5.02. Effect\nof Termination<\/u>.  After termination of this Agreement, Licensee shall have\nno contractual right to include NRS Pagination in [Licensee\nProduct(s)\/Service(s)] published or provided after the effective date of such\ntermination.<\/span><\/p>\n\n\n
Article 6 --\nMiscellaneous Provisions<\/u><\/b><\/span><\/p>\n\n\n
     6.01. Limitations\nof Liability and Claims<\/u>.<\/span><\/p>\n\n\n
     (a)  EXCEPT\nAS SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER\nPARTY HEREUNDER FOR ANY PROFITS LOST BY THE OTHER PARTY OR FOR ANY\nCONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES SUFFERED BY\nTHE OTHER PARTY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES.<\/span><\/p>\n\n\n
     (b)  No\nclaim, regardless of form, which in any way arises out of this Agreement or the\nparties' performance of this Agreement may be made, nor arbitration proceeding\nbased upon such a claim commenced, by either party more than one year after the\nbasis for the claim becomes known to the party desiring to assert it.<\/span><\/p>\n\n\n
     6.02. Relationship\nof the Parties<\/u>.  The parties shall be independent contractors hereunder and\nneither party shall have the power or authority to bind the other party with\nrespect to any third party.  Except as specifically provided herein, each party\nshall bear its own costs and expenses.<\/span><\/p>\n\n\n
     6.03. Effect\nof Agreement<\/u>.  This Agreement embodies the entire understanding between the\nparties with respect to the subject matter hereof and supersedes any and all\nprior understandings and agreements, oral or written, relating thereto.  Any\namendment hereof must be in writing and signed by both parties.<\/span><\/p>\n\n\n
     6.04. Force\nMajeure<\/u>.  Each party's performance hereunder is subject to interruption or\ndelay due to causes beyond its reasonable control such as acts of God, acts of\ngovernment, war or other hostility, the elements, fire, explosion, power\nfailure, equipment failure, industrial or labor dispute, inability to obtain\nnecessary supplies, and the like.  In the event of such an interruption or\ndelay, any relevant period of performance of the party affected shall be\nextended for a period of time equal to the period of the interruption or delay\nand any obligation of the party whose performance is not affected which\ncorrespond to the interrupted or delayed performance shall be suspended for a\nperiod of time equal to the period of the interruption or delay.  Any party\nwhose performance hereunder is subject to such interruption or delay  shall\ngive prompt notice to the other party of the reason or reasons for the\ncommencement of and of the conclusion of such interruption or delay.<\/span><\/p>\n\n\n
     6.05. Assignment\nand Successors<\/u>.  Neither this Agreement nor any part or portion hereof, or\nright granted hereunder, shall be assigned, sublicensed or otherwise\ntransferred by Licensee without Licensor's prior written consent.<\/span><\/p>\n\n\n
     6.06. Severability<\/u>.\n Should any provision of this Agreement be held to be void, invalid,\nunenforceable or illegal by a court, the validity and enforceability of the\nother provisions shall not be affected thereby.<\/span><\/p>\n\n\n
     6.07. Arbitration<\/u>.\n <\/span><\/p>\n\n
     (a)  Any\nand all disputes or controversies arising under this Agreement shall be\nresolved by private arbitration conducted in accordance with the then-current\nCommercial Arbitration Rules of the American Arbitration Association\n('AAA'), as modified by the terms and conditions of this Section\n6.07.  The arbitration proceeding relating to any such arbitration shall be\nheld in Minneapolis, Minnesota, and any judgment upon the resulting arbitration\ndecision may be entered in the appropriate federal or state court located in\nMinneapolis, Minnesota.  Each party hereby consents to arbitration jurisdiction\nand the jurisdiction of such courts for the purposes of the arbitration and\nrelated proceeding described in this Section 6.07.<\/span><\/p>\n\n
     (b)  Arbitration\nproceedings under this Section 6.07 shall be commenced by a party by serving\nthe other party with a notice of intent to arbitrate and filing such notice\nwith the Minneapolis, Minnesota office of the AAA ('Office').  All\narbitrations shall be conducted by a panel of three arbitrators selected as\nfollows:<\/span><\/p>\n\n
          (i)  Within\nten (10) days after the notice of intent to arbitrate is filed with the Office,\neach party shall select an arbitrator and shall notify the other party and the\nOffice of its selection.  If either party fails to select an arbitrator within\nsuch ten (10) day period, the Office shall so notify such party, who shall\nthereafter have five (5) business days to select an arbitrator.  Failing such\nselection, the Office shall make the appointment for such party.<\/span><\/p>\n\n
          (ii) The\ntwo arbitrators so selected shall select a neutral arbitrator within 15 days\nafter the selection of the second of the initial arbitrators to be selected. \nThe neutral arbitrator shall be counsel skilled in the licensing of copyrighted\nproperty.  The neutral arbitrator shall not (A) be a present or former owner, officer,\ndirector, or employee of a party; (B) have or have had any business\nrelationship (including, without limitation, an attorney-client relationship)\nwith a party; or (c) be a present or former owner, officer, director, employee\nor member of any entity that has or has had a business relationship (including,\nwithout limitation, an attorney-client relationship) with a party.  The initial\narbitrators may seek a list of potential neutral arbitrators from the Office,\nbut shall not be limited to such a list in selecting the neutral arbitrator. \nIf the initial two arbitrators cannot agree on the required neutral arbitrator\nwithin said 15 day period, they shall so notify the Office within five (5)\nbusiness days after the expiration of said 15 day period, and the Office shall\nthen promptly select the required neutral arbitrator (who shall meet the\ncriteria set forth above). <\/span><\/p>\n\n
          (iii) The\nneutral arbitrator so selected shall be the head of the arbitration panel and\nresponsible for scheduling and coordinating the arbitration proceedings. <\/span><\/p>\n\n
     (c)  The\ndecision of the arbitration panel of three arbitrators shall (i) be made by at\nleast a majority of the arbitrators; (ii) be made within 60 days after the\nneutral arbitrator is selected; (iii) be in writing; and (iv) set forth each of\nthe factors considered by the arbitrators and the impact of each such factor on\ntheir decision. <\/span><\/p>\n\n
     (d)\n All arbitration decisions made in accordance with this Section 6.07 shall be\nfinal and binding upon the parties.  Arbitration as provided for in this\nSection 6.07 shall be the sole and exclusive right and remedy of the parties\nwith respect to any and all disputes or controversies, and each party hereby\nwaives its right to institute any judicial proceedings with respect to any such\nmatters, other than the right to enter judgment upon any arbitration decision\nrendered as provided above and to seek enforcement of such judgment once so\nentered. <\/span><\/p>\n\n
     (e)  Each\nparty shall bear its own costs and expenses (including, without limitation, all\nattorneys' fees, and all costs and expenses of presenting evidence to and\ncalling witnesses before the arbitration panel) and those of the arbitrator it\nselects in connection with any arbitration proceeding conducted pursuant to\nthis Section 6.07.  The arbitrators shall, in their sole discretion, determine\nhow the parties shall bear all other arbitration expenses.  If required by the\nOffice, each party shall deposit such sums of money with said Office as said\nOffice deems necessary to defray arbitration expenses, and failure to so\ndeposit shall be grounds for a default arbitration decision to be entered by\nthe arbitrators against a party which fails to make such a deposit.<\/span><\/p>\n\n\n
     6.08. Non-Waiver<\/u>.\n Failure of either party to enforce any provision of this Agreement shall not\nconstitute or be construed as a waiver of such provision nor of the right to\nenforce such provision.<\/span><\/p>\n\n\n
     6.09. Certain\nTaxes<\/u>.  Any sales, use, value added and similar taxes which may be due with\nrespect to Licensed NRS Pagination licensed to Licensee hereunder, or the\nlicense payments due or made by Licensee to Licensor hereunder, shall be the\nresponsibility of Licensee and shall be paid by Licensee directly to the\nrelevant taxing authority.  Licensee shall obtain and provide to Licensor any\nexemption certificates necessary to absolve Licensor of any responsibility\nrelating to such taxes.<\/span><\/p>\n\n\n
     6.10. Notices<\/u>.\n In order to be effective, all notices, requests, demands, agreements,\nconsents, approvals, permissions and other communications required or permitted\nhereunder shall be in writing, shall be delivered personally, faxed,\ntransmitted by courier or express service, or mailed, with proper charge\nprepaid, to the party for whom intended as set forth below, and shall be deemed\nto be given upon the date of actual receipt:<\/span><\/p>\n\n\n
     To Licensee:<\/span><\/p>\n\n
     To Licensor:    President
\n\n                     West Publishing Company
\n\n           (by mail) P.O. Box 64526
\n\n                     610\nOpperman Drive
\n\n                     St.\nPaul, MN   55164
\n\n    (by other means) 610 Opperman Drive
\n\n                     Eagan,\nMN   55123<\/span><\/p>\n\n\n
The sending party shall\nhave the burden of proving receipt.  Either party may change any address to\nwhich notices and other communications are to be directed to it by giving\nnotice of such change to the other party in the manner provided above.<\/span><\/p>\n\n\n
     6.11. Governing\nLaw<\/u>.  This Agreement shall be governed by and construed under the laws of\nthe State of Minnesota, and, subject to Section 6.07 hereof, any action related\nin any way to this Agreement shall be brought in the appropriate federal or\nstate court located in Minneapolis, Minnesota.  Each party hereby consents to\nthe jurisdiction of such courts for the purposes of this Agreement.<\/span><\/p>\n\n\n
     IN\nWITNESS WHEREOF, the parties have executed this Agreement by their authorized\nrepresentatives.<\/span><\/p>\n\n\n
                               [LICENSEE]<\/span><\/p>\n\n
                               By                             <\/u><\/span><\/p>\n\n
                               Its                            <\/u><\/span><\/p>\n\n
                               Date                           <\/u><\/span><\/p>\n\n\n
                               WEST\nPUBLISHING COMPANY<\/span><\/p>\n\n
                               By                             <\/u><\/span><\/p>\n\n
                               Its                            <\/u><\/span><\/p>\n\n
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