{"id":42498,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/linking-agreement-lycos-bertelsmann-gmbh-amp-co-kg-and-cdnow.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"linking-agreement-lycos-bertelsmann-gmbh-amp-co-kg-and-cdnow","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/linking-agreement-lycos-bertelsmann-gmbh-amp-co-kg-and-cdnow.html","title":{"rendered":"Linking Agreement &#8211; Lycos Bertelsmann GmbH &#038; Co. KG and CDnow Inc."},"content":{"rendered":"<pre>\n                               LINKING AGREEMENT\n\n\nTHIS LINKING AGREEMENT ('Agreement') is made this 2nd day of April, 1998 \n('Effective Date'), by and between LYCOS BERTELSMANN GMBH &amp; CO. KG, a German \nLimited Partnership with a principal place of business at Carl Bertelsmann \nStrasse 161 L. D - 33311 Guetersloh, Germany ('Lycos'), and CDNOW, INC., a \nPennsylvania corporation with a principal place of business at 610 Old York \nRoad, Suite 300, Jenkintown, PA 19046 USA ('CDnow').\n\n                                   RECITALS\n\nWHEREAS, CDnow is a retailer of compact discs and other items for sale through \nits Web service which is accessible through the URL www.cdnow.com (the 'CDnow \nSite');\n\nWHEREAS, Lycos is the owner or licensee of certain Lycos branded Web services \nand other search and content areas in Europe as defined in Section 1(j) below;\n\nWHEREAS, CDnow desires that Lycos integrate links form the Lycos Sites to a \nco-branded version of the CDnow Site so that Lycos users may have convenient\naccess to the CDnow Site;\n\nNOW, THEREFORE, the parties hereto for good and valuable consideration, the \nreceipt and sufficiency of which are hereby acknowledged and intending to be \nlegally bound, hereby agree as follows:\n\n1. DEFINITIONS. Capitalized terms not otherwise defined in this Agreement will \nhave the following meanings:\n\n     (a) 'Above-the-fold' shall mean situated within the portion of a page that\nis designed to be visible on a standard computer screen with a resolution of 640\npixels by 480 pixels without requiring the user to scroll horizontally or\nvertically throughout the page.\n\n     (b) 'Active Cosmic Credit Site' shall mean a website that has been \nregistered in CDnow's affiliate website program known as the 'Cosmic Credit \nProgram' through the Cosmic Credit links provided by CDnow on any of the Lycos \nSites and which has generated one non-returned purchase of a product on the \nCDnow Site.\n\n     (c) 'Beyond the Banner' shall mean any type of promotion which involves \npromotional techniques other than the placement of standard advertising banners \nor standard advertising buttons and links.\n\n     (d) 'Carry-through Bar' shall mean a linking bar containing one or more of \nthe Proprietary Features of both of the parties which connects the Co-branded \nPages and the Lycos Sites, as set forth in Exhibit A.\n\n     (e) 'CDnow Branded Link' shall mean a link which contains a CDnow approved \nProprietary Feature of CDnow, is located on the Lycos Sites and will take Lycos \nusers to the Co-branded Pages.\n\n     (f) 'Co-branded Pages' shall mean pages of the CDnow Site which a visitor \nfrom the Lycos Sites will link to and which shall display certain Proprietary\nFeatures of both Lycos and CDnow. The Co-branded Pages can only be viewed by a \nvisitor who links to them directly from the Lycos Sites or through\n\n                                       1\n\n     [Confidential treatment requested for redacted portions of document]\n\n \na stored URL (e.g. bookmark or similar technological storage mechanism). The \nCo-branded Pages will reside on CDnow's server(s). The URL of the Co-branded \nPages shall be displayed as 'cdnow.lycos.de', the implementation and timing of \nwhich shall be subject to reasonable commercial and technological considerations\nby both parties. The URL shall be only be used for the purpose of pointing to a \nwebserver of CDnow's choice.\n\n     (g) 'Competitive Marketing' shall mean any link (which does not transfer to\nthe Co-branded Pages or CDnow's Site) and\/or displayed message which promotes an\nEntity which [XXX].\n\n     (h) 'Entity' shall mean any individual, limited liability company, \npartnership, corporation, or division, subsidiary or business unit thereof, \nretail site, World Wide Web site, organizational department or other entity.\n\n     (i) 'Launch Date' shall mean the date on which Lycos makes the CDnow \nBranded Links available to users in accordance with the placement terms set \nforth in Sections 2(a) and 2(b), provided that CDnow has approved such \nplacements (which approval shall not be unreasonably withheld or delayed) prior\nto the launch. CDnow and Lycos shall use commercially reasonable efforts to\ndevelop and deliver as necessary to each other, within two (2) weeks of the\nEffective Date, any and all URLs, URL formats (as applicable), content, and\nother materials necessary for Lycos to make available the CDnow Branded Links.\nSubsequent to delivery of all necessary materials to Lycos, Lycos shall use\ncommercially reasonable efforts to make available the CDnow Branded Links to its\nusers within two (2) weeks of such delivery. If CDnow does not deliver\nsufficient materials necessary to implement this Agreement within two (2) weeks\nof the Effective Date, then the Launch Date shall be May 1.\n\n     (j) 'Lycos Sites' shall mean the Lycos branded web sites developed by or \nfor Lycos which are accessible through and are developed for the United Kingdom,\nGermany, the Benelux Countries, France, Italy, Spain and Switzerland, and may be\ndeveloped for the other countries listed in Exhibit E (which is attached hereto \nand made a part hereof), provided that Lycos shall have the right to choose the \nmusic partner for the Web Sites, and including any upgraded or extended Lycos \nbranded services to those Sites:\n\n     (k) 'New Customer' shall mean any user that transfers from the Lycos Sites \ndirectly to the Co-Branded Pages, creates a first-time account and at that time \nor at any time thereafter during the Term of this Agreement makes a first \npurchase of any product at the CDnow Site, which product is also shipped by \nCDnow's distributor.\n\n     (l) 'Page View' shall mean a user's viewing of any webpage of the Lycos \nSites containing a CDnow Branded Link.\n\n     (m) 'Promotion Schedule' shall mean a written term sheet signed by an \nauthorized representative of each party pertaining to a promotion or special \nmarketing event entered into by both parties and describing the obligations of \neach party with regard to such promotion or special marketing event.\n\n     (n) 'Proprietary Feature' shall mean any trademark, service mark, trade \nname, domain name, text message, navigational element or design logo which is \nproprietary to Lycos and\/or CDnow.\n\n     (o) 'Term' is defined in Section 12 of this Agreement.\n\n                                       2\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n \n\n          (p) 'URL' shall mean Universal Resource Locator.\n\n\n2. LINKING.\n\n          (a) CDNOW BRANDED LINK PLACEMENT. Lycos shall place CDnow Branded \nLinks on the Lycos Sites, except for Lycos Benelux which will be available as of\n[XXX] in accordance with the requirements set forth in this Section 2(a).\n\n               (i) Lycos will place the following links on the pages indicated \n(and all existing or future equivalents, extensions, additions or replacements \nof such areas\/pages on the Lycos Sites). The links shall be placed in accordance\nwith Exhibit B (which is attached hereto and made a part hereof) unless \notherwise agreed by the parties.\n\n                    (A) [XXX].\n\n                    (B) [XXX]. \n\n                    (C) Keyword Targeted Banners: Lycos will deliver [XXX]. The\nparties agree to use commercially reasonable efforts to implement emerging\ntechnologies (i.e. html dynamic banners) to improve and enhance advertising\nperformance and functionality in the banner ads. At a minimum, the Keywords\nshall include those Keywords set forth in Exhibit D (which is attached hereto\nand made a part hereof). CDnow may choose additional Keywords, provided such\nKeywords are or will become available, in whole or in part, at the time of\nrequest, subject to Lycos approval, which approval shall not be unreasonably\nwithheld or delayed. In addition, Lycos shall provide CDnow any and all\navailable Page Views of the [XXX].\n\n                    (D) Sound Search: Every Search Sound result page will \ninclude a permanent, non-rotating, Above-the-fold graphic CDnow Branded Link to \nCDnow.\n\n                    (E) Search Results: Lycos shall place(I) text and graphic \nCDnow Branded Links on all of the music-related search results pages, up to\n[XXX] Keywords in total, which CDnow may amend at any time and from time to\ntime, and CDnow shall provide in a mutually agreed upon file format, and (II)\ngraphic CDnow Branded Links on [XXX] or more, at Lycos discretion, of the\ngeneral search results pages. Such links will transfer users to the related\nCDnow artist discography pages or musical genre pages. The implementation of the\nCDnow Branded Links on the search results pages will be based on a data file\nprovided by CDnow. Wording for the actual text links shall be mutually agreed\nupon by the parties, but the CDnow text links will be incorporated in an Above-\n\n                                       3\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nthe-fold, non-banner position. Lycos shall make commercially reasonable efforts \nto make available to CDnow any and all music-related Keywords.\n\n               (F) [XXX]: CDnow will provide content for a [XXX] to be hosted on\nthe Lycos Sites across Europe. CDnow represents and warrants that it will use\ncommercially reasonable efforts to provide current, relevant content, localized\nas necessary, for each of the Lycos Sites. Lycos shall have editorial approval\nover the [XXX], such approval not to be unreasonably withheld or delayed. Such\ncontent will include:\n\n                    (I)   A CDnow graphic logo Above-the-fold;\n                    (II)  A CDnow Search box, Above-the-fold, as well as a CDnow\nBranded Link to CDnow's classical music Search page. The Search boxes will take\nusers directly to corresponding, co-branded artist discography pages;\n                    (III) CDnow promotional links (the sizes to be mutually \nagreed upon by the parties, but there will be a maximum of three links, each \nlink not to be smaller than 120 X 60 pixels) where CDnow can advertise its \ncurrent in store promotions (i.e. 3 CD's for $30);\n\nAdditional content provided by CDnow may include, but is not limited to:\n\n                    (IV)  News and reviews for various musical genres:\n                    (V)   Chats and online music events calendar:\n                    (VI)  Advanced orders; and\n                    (VII) New releases.\n\n               (G) [XXX]: The parties agree to work together to create a\nmutually acceptable [XXX]. The [XXX] will include content and commerce offerings\nto provided by CDnow. The parties will work together to develop a mutually\nagreeable look and feel for the [XXX].\n\n               (H) Other [XXX]: CDnow shall have a presence on other suitable\n[XXX] in the form of a graphic CDnow Branded Link, Above-the-fold. The parties\nagree to work together to maximize commerce opportunities that may arise in\nother web guides.\n\n          (ii)  Lycos represents and warrants that it will place the CDnow\nBranded Links on its Sites in a manner that is at least as good or better than\nany other third party links on such Sites that are of a substantially similar\nnature and function as the CDnow Branded Links. Lycos agrees that CDnow may vary\nthe elements of the CDnow Branded Links not more than [XXX] upon five (5)\nbusiness days notice in writing (including e-mail). Furthermore, the parties\nagree to work together in good faith to identify and implement appropriate\nplacement of the CDnow Branded Links throughout the Lycos Sites, including all\nnecessary testing of the performance of such CDnow Branded Links. Prior to\nimplementing any modifications to the CDnow Branded Links not requested by\nCDnow. Lycos will consult with CDnow in good faith regarding such changes. CDnow\nagrees to collaborate with Lycos' production staff in designing and implementing\nchanges to CDnow Branded Links. In addition, Lycos agrees to reasonably consider\nrecommendations from CDnow regarding placement of CDnow Branded Links in areas\nof the Lycos Sites not set forth in this Agreement.\n\n          (iii) CDnow acknowledges that the depictions of webpages attached as\nExhibits to this Agreement reflect the current iterations of webpages, and that\nLycos, consistent with its need to maintain creative control of its Sites, may\nmodify those webpages; provided, however, that the relative\n\n                                      4 \n\n     [Confidential treatment requested for redacted portions of document]\n\n \nprominence of the CDnow Branded Links shall be maintained on the redesigned \nwebpages in accordance with the obligations of the parties under Section \n2(a)(i).\n\n     (b)  MINIMUM PAGE VIEW GUARANTEES.\n\n               (i)   During the first full year of the Term, Lycos will deliver\na minimum of [XXX] Page Views according to the following schedule:\n\n \n \n                   Quarter\/*\/                   Page Views\n                   ---------                    ----------\n                                              \n                       1                        [XXX]         \n                       2                        [XXX]             \n                       3                        [XXX]         \n                       4                        [XXX]         \n \n\n\n               (ii)  During the second full year of the Term, Lycos will deliver\n a minimum of [XXX] Page Views according to the following schedule:\n\n \n \n                   Quarter\/*\/                   Page Views\n                   ---------                    ----------\n                                              \n                       1                        [XXX]         \n                       2                        [XXX]             \n                       3                        [XXX]         \n                       4                        [XXX]         \n \n\n               (iii) During the third full year of the Term, Lycos will deliver\na minimum of [XXX] Page Views according to the following schedule:\n\n \n \n                    Quarter\/*\/                  Page Views\n                    ---------                   ----------\n                                              \n                       1                        [XXX]         \n                       2                        [XXX]             \n                       3                        [XXX]         \n                       4                        [XXX]         \n \n\n\/*\/following the Launch Date\n\n     (c)  LINK DEVELOPMENT AND TRANSLATION. Lycos shall produce the CDnow \nBranded Links and Carry-through Bar, and CDnow will supply Lycos with all \ninformation, artwork, logos, trademarks and URLs needed to produce such CDnow \nBranded Links and Carry-through Bar. In the event that CDnow is requested by \nLycos to produce the CDnow Branded Links, Carry-through Bar or other elements of\nthe Co-branded Pages, CDnow shall produce such items and Lycos (as appropriate) \nwill supply CDnow with all information, artwork, logos, trademarks and URLs \nnecessary in a format specified by CDnow. CDnow shall be responsible for all \ntranslation of the CDnow Branded Links and other CDnow content, such translation\nto be performed at CDnow's sole discretion and cost.\n\n     (d)  LINKS TO COBRANDED PAGES. When users transfer from the Lycos Sites to\nCDnow, the initial Cobranded Page to which the users transfer shall have the \nprincipal purpose of the promotion or sale of music-related products.\n\n                                       5\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n3.   PAYMENTS; AUDIT; REPORTING.\n\n          (a) MARKETING FEE. During the Term, in consideration of Lycos\nfulfilling its obligations under this Agreement and subject to terms of this\nAgreement, CDnow will pay Lycos marketing fees, in US dollars as follows:\n   \n               (i)  Payment of $5,500,000 based on the following schedule:\n\n \n<font size=\"2\"> \n               Year 1\n               ------\n\n               Date                            Payment\n               ----                            ------- \n                                             \n          Upon the Effective Date              $500,000                \n          Upon the Launch Date                 $380,000 (Implementation Fee)\n          First day of the 2nd quarter\/*\/      $180,000               \n          First day of the 3rd quarter\/*\/      $180,000               \n          First day of the 4th quarter\/*\/      $180,000                \n<\/font> \n\n \n<font size=\"2\"> \n          Year 2\n          ------\n          \n          Date                                Payment\n          ----                                ------- \n                                             \n          First day of the 5th quarter\/*\/      $180,000               \n          Last day of the 5th quarter\/*\/       $425,000               \n          Last day of the 6th quarter\/*\/       $425,000                \n          Last day of the 7th quarter\/*\/       $425,000\n          Last day of the 8th quarter\/*\/       $425,000\n<\/font> \n \n<font size=\"2\"> \n          Year 3\n          ------\n          \n          Date                               Payment\n          ----                               ------- \n                                           \n          Last day of the 9th quarter\/*\/      $550,000 \n          Last day of the 10th quarter\/*\/     $550,000 \n          Last day of the 11th quarter\/*\/     $550,000 \n          Last day of the 12th quarter\/*\/     $550,000 \n<\/font> \n\n\/*\/following the Launch Date\n\n               (ii)  $[XXX] in cash for each New Customer to be paid within \nthirty (30) days of the end of each quarter in which such New Customers are\nacquired.\n\n               (iii) $[XXX] in cash for each Active Cosmic Credit Site to be\npaid within thirty (30) days of the end of each quarter in which such Active\nCosmic Credit Sites are acquired. In no event will a New Customer fee be paid to\nLycos as part of the creation of an Active Cosmic Credit Site.\n\n     (b)  AUDIT RIGHTS; UNDER\/OVER PAYMENTS. Each party shall maintain complete \nand accurate records in accordance with US Generally Accepted Accounting \nPrinciples (GAAP) or the German\n\n                                       6\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nequivalent for all transactions which are the subject of this Agreement for not \nless than (3) years after the last payment is due under this Agreement. A 'big \nsix' or other mutually acceptable accounting firm that is independent to Lycos \nand CDnow retained by a party (the auditing party) shall have access to such \nrecords of the other party (the audited party), upon reasonable notice, for the \npurposes of audit during normal business hours, for so long as such records are \nrequired to be maintained. If such accounting firm determines that any \nadditional payment is due the auditing party by the audited party, and such \npayment is not the subject of a good faith dispute between the parties, then the\naudited party shall promptly make payment of such amount to the auditing party.\nIf a party overpays the other party, the party that has made such overpayment\nshall be entitled to a credit against the next payment due to the other party in\nthe amount of the overpayment, unless such overpayment is the subject of a good\nfaith dispute between the parties or no further payments are due under this\nAgreement, in which case, the party that has received the overpayment will\npromptly refund to the other party the amount of the overpayment.\n\n     (c) REPORTING.\n\n            (i)  CDnow shall provide Lycos with a monthly report listing the \nnumber of New Customers and Active Cosmic Credit Sites generated from the Lycos \nSites and calculated, in sufficient detail, for Lycos to determine the amounts \npayable by CDnow to Lycos hereunder. Such report is to be used by Lycos to \nactively track whether CDnow is fulfilling its obligations under this Agreement.\n\n            (ii) Beginning on the Effective Date. Lycos will provide CDnow with \nweekly reports of Page Views (categorized by the areas set forth in Section \n2(a)(i) or any future equivalent thereto or newly developed area which would\ncontain CDnow Branded Links) delivered to users of the Lycos Sites during the\nimmediately preceding week in a form and via media mutually agreeable to the\nparties. Such report is to be used by CDnow to actively track whether Lycos is\nfulfilling its obligations under this Agreement.\n\n4. [XXX]\n\n                                       7\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n5. EXCLUSIVITY.\n\n     (a)  In no event will Lycos: [XXX].\n\n     (b)  Lycos shall offer to CDnow a right-of-first-offer and right-of-first-\nnegotiation for any and all opportunities that Lycos intends to offer to any\nother Entity which principally sells pre-recorded music products. Once Lycos\ninforms CDnow of each such opportunity and if CDnow informs Lycos of its\ninterest in each such opportunity, Lycos and CDnow agree to diligently negotiate\nin good faith for not less than [XXX] a binding agreement concerning each such\nopportunity. Lycos will use best efforts to obtain a right-of-first-offer and\nright-of-first-negotiation for any and all opportunities that may be available\nto any other music seller for any international properties in which Lycos\nmaintains an ownership interest or licensing arrangement.\n\n6. THE CO-BRANDED PAGES. CDnow shall place a Carry-through Bar on the top and \nbottom of the Co-branded Pages which will allow the visitor to return to the \nLycos Sites. CDnow and Lycos shall mutually agree upon the overall design of the\nCarry-through Bar within the specifications provided by CDnow in the \nCarry-through Bar Specifications, which is attached hereto as Exhibit A and made\na part hereof. In the event that CDnow should redesign its Site, CDnow shall \nuse good faith efforts to provide substantially similar functionality and\nprominence. The final determination of any new design shall be at CDnow's sole\ndiscretion.\n\n7. FULFILLMENT. CDnow shall have the sole right and responsibility for \nprocessing all orders which it receives through every aspect of the retail \ntransaction, including receiving, filling, shipping and handling, collecting \npayment, tracking and transaction security. All orders for CDnow's products\nshall be placed by customers directly with CDnow and shall be subject to\nacceptance by CDnow. All orders accepted shall be subject to the terms and\nconditions of CDnow's then current terms and conditions of sale. Such terms may\nbe changed at any time, without notice to Lycos. CDnow shall have no obligation\nto ship any orders unless payment in full is received in advance. Prices for the\nproducts shall be set solely by CDnow. CDnow may, at its discretion, change its\nprices at any time, without notice to Lycos.\n\n8. SPECIAL PROMOTIONS. Lycos acknowledges that in the event that the parties\nenter into any special marketing and promotional activities together, there may\nbe additional costs including, but not limited to warehousing costs, management\nfees and fulfillment fees, associated with such activities. The parties shall\nagree in advance in a Promotion Schedule as to the scope of such special\nmarketing and promotional activities and the amount of funds and\/or other\nresources to be contributed to such activities by CDnow and Lycos. Any and all\nPromotion Schedules shall be appended to this Agreement. CDnow and Lycos shall\nmutually agree upon a joint promotion, such as a musical concert, to announce\nthis Agreement, such\n\n                                       8\n\n     [Confidential treatment requested for redacted portions of document]\n\n \npromotion to physically take place in Continental Europe or the United Kingdom \nand executed within [XXX] of the Launch Date. CDnow and Lycos shall \nshare the cost of the promotion equally, up to [XXX] each.\n\n9.  STAFFING. Each party agrees to provide staffing sufficient for such party to\nmeet its obligations under this Agreement in a timely manner. Further, each\nparty shall appoint a relationship manager who shall have responsibility for\nmanaging the day-to-day activities of the party under this Agreement.\n\n10. RIGHT OF NEGOTIATION. In the event that CDnow desires to renew this\nAgreement at the end of the Term, Lycos agrees to promptly and diligently\nnegotiate with CDnow in good faith to determine reasonable terms and conditions\nof renewal, beginning not less than [XXX] prior to the end of the Term of this\nAgreement. During the Term, Lycos agrees not to enter into any discussions,\nnegotiations, agreements or the like with any seller of music regarding the\nLycos Sites: provided, however, that Lycos is free to do so in the last [XXX] of\nthe Term if Lycos and CDnow have not agreed upon renewal terms prior to such\ntime.\n\n11. LICENSE; OWNERSHIP.\n\n       (a)  Each party hereby grants to the other party, during the Term of this\nAgreement, a non-exclusive, non-transferable license to use its names, logos,\ntrademarks and service marks, copyrights and proprietary technology solely as\nreasonably necessary to perform its obligations under this Agreement: provided,\nhowever, that any promotional materials containing a party's name will be\nsubject to the other party's prior written approval.\n\n       (b)  Each party owns and shall retain all right, title and interest in\nits names, logos, trademarks and service marks, copyrights and proprietary\ntechnology including without limitation, those names, logos, trademarks and\nservice marks, copyrights and proprietary technology currently used or any which\nmay be developed in the future. Neither party shall copy, distribute, reproduce\nor use the other party's names, logos, trademarks and service marks, copyrights\nand proprietary technology except as expressly permitted under this Agreement.\nUpon notice from the one party, the other party shall immediately terminate the\nuse of any advertising materials using the notifying party's name or logo.\n\n       (c)  Neither party shall contest or impair, directly or indirectly, the \nother party's ownership of any of such other party's names, logos, trademarks \nand service marks, copyrights, Proprietary Features and proprietary technology, \nanywhere, nor the fact that the use of such names, logos, trademarks and service\nmarks, copyrights and proprietary technology by it will inure to the benefit of \nthe other party. Neither party will assist others to contest or impair the same \nand each party hereby expressly acknowledges the other party's superior rights \ntherein.\n\n12. TERM AND TERMINATION. The term of this Agreement shall commence upon the\nEffective Date and shall continue for three (3) years from the Launch Date\n(the 'Term'), unless previously terminated as set forth below.  The first year\nof the Term shall end twelve months after the Launch Date.  The second year of \nthe Term shall end twenty-four months after the Launch Date, and so on.\n\n       (a) During the Term:\n\n               (i) Any party may terminate this Agreement at any time: (A) \n       immediately upon written notice if another party becomes insolvent,\n       files a petition in bankruptcy or makes an assignment for the benefit of\n       its creditors; or (B) thirty (30) days after written notice to another\n       party of such\n     \n                                       9\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n       other party's breach of any of its material obligations under this\n       Agreement, which breach is not remedied within such 30-day period. Such\n       termination shall not relieve the party in breach from liability for the\n       performance of its obligations prior to such termination and shall be in\n       addition to all other rights and remedies the terminating party may have\n       available to it under this Agreement or at law or in equity:\n\n               (ii)  Lycos failure to meet the Launch Date shall constitute a\n       breach of a material obligation under this Agreement.\n\n       (b)  Upon the termination or expiration of this Agreement, each party\nwill: (i) immediately cease any and all use of the other parties intellectual\nproperty, including, without limitation, the other party's trademarks,\ntradenames, service marks, and other proprietary indicia; and (ii) promptly\n(within ten (10) days) return all assets (digital, proprietary or otherwise)\nbelonging to the other.\n\n       (c)  Upon the termination or expiration of this Agreement, Lycos shall \ncontinue to point the URL 'cdnow.lycos.de' to a URL of CDnow's choice for one \nyear. Subsequent to such period, Lycos shall cease all use of such URL.\n\n       (d)  1, 3(b), 7, 11(b), 11(c), 12(b), 12(c), 14, 15 and 16 shall survive \ntermination of this Agreement.\n\n13.  REPRESENTATIONS.\n\n       (a)  Each party represents and warrants that it has, and will retain\nduring the Term hereof, all right, title and authority to enter into this\nAgreement to grant the other parties the rights and licenses herein granted and\nto perform all of its obligations under this Agreement.\n\n       (b)  Each party represents and warrants that (i) there are no\nrestrictions, agreements or understandings whatsoever to which the representing\nparty is a party which would prevent or make unlawful its execution of this\nAgreement or its engagement hereunder; and (ii) that its execution of this\nAgreement and its engagement hereunder shall not constitute a breach of any\ncontract, agreement or understanding, oral or written, to which it is a party or\nby which it is bound.\n\n       (c)  CDnow represents and warrants that to its knowledge any content \nprovided by CDnow and displayed on the CDnow Site, the Co-branded Pages or the \nLycos Sites does not constitute defamation or invasion of the right of privacy\nor publicity, or infringement of the copyright, trademark or other intellectual\nproperty right, of any third party. This representation and warranty shall\nspecifically not apply to content provided by visitors to the Co-branded Pages,\nthe Lycos Sites, or the CDnow Site such as visitors who use chat rooms, bulletin\nboards, or other forums on such Site which allow visitors to display material\nthat is not within the control of CDnow.\n\n       (d)  Lycos represents and warrants that to its knowledge any content \nprovided by Lycos and displayed on the Co-branded Pages, the CDnow Site or the \nLycos Sites does not constitute defamation or invasion of the right of privacy \nor publicity, or infringement of the copyright, trademark or other intellectual \nproperty right, of any third party. This representation and warranty shall \nspecifically not apply to content provided by visitors to the Co-branded Pages, \nthe Lycos Sites or the CDnow Site such as\n\n                                      10\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nvisitors who use chat rooms, bulletin boards, or other forums on such Site which\nallow visitors to display material that is not within the control of Lycos.\n\n     (e)  Lycos represents and warrants that (i) it will continue to expend at \nleast a substantially similar amount of resources (e.g. budget, staff) as it is \ncurrently committing as of the time of execution of this Agreement for the Lycos\nSites: and (ii) it will not develop or promote any space on the Lycos Sites\nwhich would contain any Competitive Marketing and which functions in a\nsubstantially similar manner to or provides the user with a substantially\nsimilar experience as the spaces on the Lycos Sites that contain CDnow Branded\nLinks as contemplated by this Agreement.\n\n14. INDEMNIFICATION.\n\n     (a)  INDEMNIFICATION BY CDNOW. CDnow shall indemnify, defend and hold \nharmless Lycos and its affiliates, and their respective shareholders, \ndirectors, officers, employees and agents, against any and all claims, actions, \nliabilities, losses, and expenses (including reasonable attorneys' fees) brought\nby a third party relating to or arising out of any claim that any content \nprovided by CDnow and displayed on the Co-branded Pages, the CDnow Site, or the \nLycos Sites constitutes a defamation or invasion of the right of privacy or \npublicity, or infringement of the copyright, trademark or other intellectual \nproperty right, of any third party, including any claims arising out of the \noffer of sale of pre-recorded music products and the performance of sound \nsamples related thereto via the Internet. This indemnity shall specifically not \napply to content provided by visitors to the Co-branded Pages, the CDnow Site, \nor the Lycos Sites such as visitors who use CDnow's chat rooms, bulletin boards,\nor other forums which allow visitors to display material that is not within the \ncontrol of CDnow.\n\n     (b)  INDEMNIFICATION BY LYCOS. Lycos shall indemnify, defend and hold \nharmless CDnow and its affiliates, and their respective shareholders, directors,\nofficers, employees and agents, against any and all claims, actions, \nliabilities, losses, and expenses (including reasonable attorneys' fees) brought\nby a third party relating to or arising out of any claim that any content \nprovided by Lycos and displayed on the Co-branded Pages, the CDnow Site or the \nLycos Sites constitutes a defamation or invasion of the right of privacy or \npublicity, or infringement of the copyright, trademark or other intellectual \nproperty right, of any third party. This indemnity shall specifically not apply \nto content provided by visitors to the Co-branded Pages, the Lycos Sites or the \nCDnow Site such as visitors who use chat rooms, bulletin boards, or other forums\non such Site which allow visitors to display material that is not within the\ncontrol of Lycos.\n\n     (c)  OBLIGATIONS OF THE INDEMNIFIED PARTY. The indemnified party shall \npromptly provide the indemnifying party with written notice of any claim which \nthe indemnified party believes falls within the scope of this Section 14(c); \nprovided, however, that, except to the extent the indemnifying party is actually\nprejudiced by the indemnified party's failure to provide such prompt notice, \nsuch failure to provide prompt notice hereunder shall not limit the indemnified \nparty's rights under this Paragraph 14(c). The indemnified party may, at its own\nexpense, assist in the defense of any such claim if it so chooses, provided that\nthe indemnifying party shall control such defense and all negotiations relative\nto the settlement of any such claim.\n\n     (d)  SETTLEMENT. No party shall, without the prior written consent of \nanother party, settle, compromise or consent to the entry of any judgment with \nrespect to any pending or threatened claim unless the settlement, compromise or \nconsent provides for and includes an express, unconditional release of all \nclaims, damages, liabilities, costs and expenses, including reasonable legal\nfees and expenses, against the indemnified party.\n\n                                      11\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n15.  CONFIDENTIALITY; PUBLIC RELATIONS.\n\n     (a)  NON-DISCLOSURE AGREEMENT.  The parties acknowledge that, as a result\nof negotiating, entering into and performing this Agreement, each party has and\nwill have access to certain of the other party's Confidential Information (as\ndefined below). Each party also understands that misuse and\/or disclosure of\nthat information could adversely affect the other party's business. Accordingly,\nduring the Term of this Agreement and thereafter, each party shall use and\nreproduce the other party's Confidential Information only for purposes of this\nAgreement and only to the extent necessary for such purpose and shall restrict\ndisclosure of the other party's Confidential Information to its employees,\nconsultants or independent contractors with a need to know and shall not\ndisclose the other party's Confidential Information to any third party without\nthe prior written approval of the other party. Notwithstanding the foregoing, it\nshall not be a breach of this Agreement for either party to disclose\nConfidential Information of the other party if required to do so under law in a\njudicial or other governmental investigation or proceeding, provided the other\nparty has been given prior notice and the disclosing party has sought all\navailable safeguards against widespread dissemination prior to such disclosure.\n\n     (b)  CONFIDENTIAL INFORMATION DEFINED. As used in this Agreement, the term \n'Confidential Information' refers to: (i) the terms and conditions of this \nAgreement; (ii) each party's trade secrets, business plans, strategies, methods \nand\/or practices; and (iii) other information relating to either party that is \nnot generally known to the public, including information about either party's \npersonnel, products, customers, marketing strategics, services or future\nbusiness plans. Notwithstanding the foregoing, the term 'Confidential\nInformation' specifically excludes (A) information that is now in the public\ndomain or subsequently enters the public domain by publication or otherwise\nthrough no action or fault of the other party; (B) information that is known to\neither party without restriction, prior to receipt from the other party under\nthis Agreement, from its own independent sources as evidenced by such party's\nwritten records, and which was not acquired, directly or indirectly, from the\nother party; (C) information that either party receives from any third party\nreasonably known by such receiving party to have a legal right to transmit such\ninformation, and not under any obligation to keep such information confidential;\nand (D) information independently developed by either party's employees or\nagents provided that either party can show that those same employees or agents\nhad no access to the Confidential Information received hereunder.\n\n     (c)  NOTIFICATIONS REQUIRED BY LAW OR REGULATION.  The parties agree that\nit shall not be deemed a breach of this Agreement for any party to disclose the\nterms and conditions of this Agreement in any regulatory filing with the\nSecurities &amp; Exchange Commission, any stock exchange or the NASDAQ National\nMarket, which such party determines in good faith is required, provided such\nparty seeks confidential treatment of the material financial terms and\nconditions of this Agreement.\n\n     (d)  PUBLICITY.  No party will make any detailed announcements or \nstatements to the public or create any written materials concerning the \nrelationship between them without the prior written consent of the other, which \nis not to be unreasonably withheld or delayed. In no event shall either party or\nany content, products or services present on either party's website or service\ndisparage the other party or any of the other party's affiliates.\n\n     (e)  PRESS RELEASES.  Lycos and CDnow shall jointly prepare a press release\nconcerning the existence of this Agreement and mutually agree upon the contents\nof such press release. Unless required by law, legal process or governmental\nregulation. CDnow agrees not to issue any press release regarding European\nmarketing or expansion prior to issuing a press release regarding this\nAgreement.\n\n                                      12\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n16. MISCELLANEOUS\n\n     (a)  INDULGENCES. ETC.  Neither the failure nor any delay on the part of \neither party to exercise any right, remedy, power or privilege under this \nAgreement shall operate as a waiver thereof, nor shall any single or partial \nexercise of any right, remedy, power or privilege preclude any other or further\nexercise of the same or of any other right, remedy, power or privilege, nor \nshall any waiver of any right, remedy, power or privilege with respect to any\noccurrence be construed as a waiver of such right, remedy, power, or privilege\nwith respect to any occurrence or as a waiver of any other right, remedy, power\nor privilege.\n\n     (b)  DISPUTE RESOLUTION.  If a dispute arises out of or relates to this \nAgreement, or its breach, and cannot otherwise be amicably resolved within \nthirty (30) days of the date one party notifies the other party of the existence\nof such dispute, the parties agree to submit the dispute to arbitration by and\nunder the rules of the International Chamber of Commerce ('ICC'), and to an\narbitrator that they shall mutually select and agree upon, and the arbitration\nshall be held in New York, New York. In the event the parties are unable to\nagree on an arbitrator within fifteen (15) days after the dispute is submitted\nfor arbitration, the arbitrator shall be selected by the ICC. An award shall be\nmade within (6) months of selection of the arbitrator. The arbitrator shall\ndetermine issues to be arbitrated, but may not limit, expand or otherwise modify\nthe terms of this Agreement nor have authority to award punitive damages or\nother damages in excess of compensatory damages and each party irrevocably\nwaives any claim thereto. At the request of either party, the arbitrator shall\nprovide to the parties findings of facts and conclusions of law supporting any\ndecision and\/or award. The decision and\/or award of the arbitrator shall be\nfinal and binding upon the parties and may be entered in any court of competent\njurisdiction. The parties shall provide the arbitrator and any expert witnesses\nwith any and all information pertaining to the dispute between the parties that\nthe arbitrator or expert witnesses may request in such arbitration, provided\nsuch information shall be deemed the Confidential Information of the disclosing\nparty. The parties, their representatives and counsel, other participants and\nthe arbitrator shall hold the existence, content and results of the arbitration\nin confidence, except as may be required to be disclosed by applicable law.\n\n     (c)  NOTICES.  All notices, requests, demands, and other communications \nrequired or permitted under this Agreement and the transactions contemplated\nherein shall be in writing and shall be deemed to have been duly given, made and\nreceived when delivered against receipt or when sent by registered air mail,\nreturn receipt requested, postage prepaid, address as set forth below:\n\n          (i)  If to CDnow:                  (ii)  If to Lycos:\n\n               CDnow, Inc.                         Lycos Bertelsmann\n               610 Old York Road                   GmbH &amp; Co. KG\n               Jenkintown, PA 19046                Carl Bertelsmann Str. 161 L\n               USA                                 Postfach 315\n                                                   D 33311 Guetersloh\n               Attn: General Counsel               Germany\n                                                   Attn: CEO\n\n                                                   with a copy to: \n                                                                   \n                                                   Dr. Dannhoff    \n                                                   Bertelsman AG   \n                                                   Legal Department \n\n                                 13          \n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                             Carl Bertelsmann Str. 270\n                                             D 33311 Guetersloh\n\nAny party may alter the address to which communications or copies are to be sent\nby giving notice of such change of address in the manner set forth herein.\n\n     (d)  PROVISIONS SEPARABLE. The provisions of this Agreement are independent\nof and separable from each other, and no provision shall be affected or rendered\ninvalid or unenforceable by virtue of the fact that for any reason any other or\nothers of them may be invalid or unenforceable in whole or in part.\n\n     (e)  ENTIRE AGREEMENT. The terms and conditions of this Agreement and any \nand all Exhibits attached hereto represent the entire understanding between the \nparties hereto with respect to the subject matter hereof, and supersede all \nprior and contemporaneous agreements and understandings, inducements or \nconditions, express or implied, oral or written. The express terms hereof \ncontrol and supersede any course of performance and\/or usage of trade\ninconsistent with any of the terms hereof. This Agreement may not be modified or\namended other than by an agreement in writing signed by both parties.\n\n     (f)  SECTION HEADINGS. The section headings in this Agreement are for \nconvenience only; they form no part of this Agreement and shall not affect its \ninterpretation.\n\n     (g)  TELEFAXES CONSTITUTE VALID DOCUMENTS. This Agreement and subsequent\nmodifications may be transmitted by telecopy facsimile machine and such\nfacsimile copy shall be deemed an original if all pages thereof are initialed \nand the Agreement or modifications are signed by the duly authorized \nrepresentative of the parties. Such facsimiles shall constitute valid, binding \ndocuments and shall be regarded as such upon receipt. The original of the \ndocument sent by telefax shall be promptly sent within seventy-two (72) hours \novernight courier or first class mail to the receiving party so that accurate \nfiles may be maintained. Failure to send timely any original document shall not \naffect the validity or binding nature of such document.\n\n     (h)  FORCE MAJEURE. Neither party shall be held to be in breach of this \nAgreement by any reason of any failure or delay in its performance hereunder if \nsuch failure is due to causes beyond its reasonable control, including but not \nlimited to acts of the other party, acts of God, delays in transportation, \ninability beyond its reasonable control to obtain necessary labor or materials,\nor events such as fires, floods, earthquakes, storms, war, act of public enemy, \ncivil commotions and the like or by any law, rule, regulation, order or other \naction by public authority. To the extent failure to perform is caused by such \nan event, such party shall be excused from performance hereunder so long as such\nevent continues to prevent such performance and provided the non-performing \nparty takes all reasonable steps to resume full performance.\n\n     (i)  INDEPENDENT CONTRACTOR. Each party shall act as independent contractor\nand shall have no authority to obligate or bind the other in any respect. \nNeither the employees of Lycos nor the employees of CDnow shall represent \nthemselves to the employees of the other.\n\n     (j)  COMPLIANCE WITH LAWS. Each party shall comply with all federal, state \nand local laws, licensing regulations and rulings of governmental bodies having\njurisdiction over its business. Nothing in this Agreement shall be construed to\nrequire either party to perform any act in violation of any laws, regulations or\nrulings.\n\n                                      14\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (k)  DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS \nAGREEMENT. EACH PARTY'S SITE(S) IS PROVIDED ON AN 'AS IS' BASIS WITHOUT \nWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO \nWARRANTIES OF TITLE OR IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A \nPARTICULAR PURPOSE. OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY OR \nINCAPABLE OF EXCLUSION. RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO\nTHIS AGREEMENT.\n\n     (l)  LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE \nLIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR \nEXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF \nSUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH \nDAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE\nOR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL ANY PARTY BE LIABLE \nFOR DAMAGES IN EXCESS OF THE AMOUNT RECEIVED OR PAID BY SUCH PARTY UNDER THIS \nAGREEMENT, PROVIDED THAT THIS SECTION DOES NOT LIMIT ANY PARTY'S LIABILITY FOR \n(A) WILLFUL AND MALICIOUS MISCONDUCT: (B) DIRECT DAMAGES TO REAL OR TANGIBLE \nPERSONAL PROPERTY: (C) BODILY INJURY OR DEATH CAUSED BY NEGLIGENCE: OR (D) SUCH \nPARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER.\n\n     (m)  LIABILITY FOR TERMINATION. In the event of proper termination as set \nforth herein, the terminating party shall not be liable for reimbursement of \ndamages as a result of such proper termination on account of any loss of \nprospective profits or on account of expenditures, investments, leases or other \ncommitments relating to the other party's business or good will.\n\n     (n)  EXPENSES. Except as otherwise provided for in this Agreement, each \nparty shall be responsible for any and all expenses, charges and fees incurred \nby it in connection with its duties hereunder, and it shall not be reimbursed\nfor the same by the other party.\n\n     (o)  BINDING NATURE OF AGREEMENT. This Agreement shall be binding upon the \nparties hereto and their respective heirs, executors, successors and assigns. \nNo part may, without the prior written consent of the other, assign or transfer \nthis Agreement or any obligation incurred hereunder. Any attempt to do so in \ncontravention of this Section 16(o) shall be void and of no force and effect.\n\n     (p)  TIMELY PERFORMANCE. Each party acknowledges that in the performance of\nthis Agreement, time shall be considered of the essence.\n\n     (q)  CONTROLLING LAW. This Agreement and all questions relating to its \nvalidity, interpretation, performance and enforcement shall be governed by and \nconstrued in accordance with the laws of the Commonwealth of Massachusetts, \nother than conflicting choice-of-law provisions.\n\n                                      15\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nIN WITNESS WHEREOF, the party's duly authorized representatives have executed\nthis Agreement as of the Effective Date.\n\nCDNOW, INC.                                      LYCOS BERTELSMANN GMBH &amp; CO\n                                                 KG\n                                                                            \nBy: \/s\/ Jason Olim                               By: \/s\/ Christoph Mohn\n   -----------------------------                      --------------------------\n\nName: JASON OLIM                                 Name: CHRISTOPH MOHN\n     ---------------------------                      --------------------------\n\nDate: April 2, 1998                              Date: April 2, 1998\n     ---------------------------                      --------------------------\n\n                                      16\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT A\n\n\nCARRY-THROUGH BAR SPECIFICATIONS AS OF 4\/15\/97\n\nSIZE\n\nTotal Carry-through Bar Size: 468(w) x 25(h) pixels as of April 1, 1997 all \nCarry-through Bar sizes must be 468(w) x 25(h) to comply with the Internet \nAdvertising Bureau's (IAB) banner standards.\n\nLive area for Partner Logo:        360(w) x 24(h) pixels\n\nCOLOR \n\nBar is black at all times.\nOnly partner logos icons can be as many colors as desired with a black \nbackground 'Return to... ' copy is mandatory and must be set up as white \nHelvetica Neue Black 10pt type, centered and 5 pixels in from the left-hand \nside of the first black bar\n\nWe recommend all copy to be white\n\nTo pick up a template go to http:\/\/cdnow.com\/cobrand_template\n\nFORMAT\n\nMust be saved in a GIF file format\n\nPLACEMENT\n\nCarry-through bar is placed on the top and bottom of each CDnow page. Only those\npeople who visit CDnow from your site will see the Carry-through bar\n\nURL\/ADDRESS\n\nPartners have the option of 1 to 3 links on their Carry-through bar -- The URLs \nwill be provided by the partner\n\nIf more than one link is desired, the bar must consist of multiple gif images \nthat reference previous Carry-through bar specifications. When using multiple \ngif images keep two pixels between each bar. No image maps are permitted. Please\nsee the following page for more examples of possible banner solutions. \n\n[Graphics intentionally omitted.]\n         \n                                      17\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nSOURCE CODE\n\nCDnow will provide the partner with a from equals (from=) tag.  This tag allows \nus to indentify customers coming from the Partners site to CDnow.\n\nTIMING\n\nCDnow requires a minimum of five business days from when we receive the \nCarry-through bar to implement it on our site.\n\n\nCARRY-THROUGH BAR SAMPLES\n\n[Graphics intentionally omitted.]\n\n                                      18\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT B\n\n                         CDNOW BRANDED LINK PLACEMENTS\n\n                       [Graphics intentionally omitted.]\n\n                                      19\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT C\n\n                      COMPLIANCE WITH EXISTING CONTRACTS\n\nThe following list the existing agreements which constitute and exception to \nCompetitive Marketing and the dates by which they terminate.\n\n[XXX]\n\n                                      20\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT D\n\nKeywords:\n\n[XXX]\n\n                                      21\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                                                       EXHIBIT C\n                                                                       ---------\n                                   TERRIRORY\n                                   ---------\n\n                                     [XXX]\n\n                                      68\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7037,8096],"corporate_contracts_industries":[9510,9497],"corporate_contracts_types":[9613,9619],"class_list":["post-42498","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cdnow-inc","corporate_contracts_companies-lycos-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-retail__electronics","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42498","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=42498"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42498"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42498"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42498"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}