{"id":42532,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/marketing-development-license-and-software-agreement-24-7.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"marketing-development-license-and-software-agreement-24-7","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/marketing-development-license-and-software-agreement-24-7.html","title":{"rendered":"Marketing, Development, License and Software Agreement &#8211; 24\/7 Media Inc., China Internet Corp., and China.com Corp."},"content":{"rendered":"<pre>                           '24\/7 MEDIA - ASIA NETWORK'\n\n\n\n                             MARKETING, DEVELOPMENT,\n                                     LICENSE\n                                       and\n                                    SOFTWARE\n                                    AGREEMENT\n\n\n\n            THE '24\/7 MEDIA - ASIA NETWORK' MARKETING, DEVELOPMENT, LICENSE AND\nSOFTWARE AGREEMENT, dated October 23, 1998 (the 'Agreement'), is made between\n24\/7 Media, Inc., a Delaware corporation, China Internet Corporation, a Bermuda\ncorporation, and China.com Corporation, a Cayman Islands company.\n\n            WHEREAS, 24\/7 Media (as defined below), an Internet advertising and\nmarketing firm, has developed the brand name '24\/7 Media' in the United States.\n\n            WHEREAS, China.com (as defined below) wishes to establish a\ncollaboration with 24\/7 Media for the development and marketing of the 24\/7\nMedia - Asia Network (as defined below) in the Territory (as defined below), and\n24\/7 Media wishes to enter into such a collaboration on the terms and conditions\nset forth below.\n\n            WHEREAS, contemporaneously with the execution and delivery of this\nAgreement, 24\/7 Media, Intelligent Interactions Corporation, an affiliate of\n24\/7 Media, and China.com are entering into a Software License and Services\nAgreement pursuant to which 24\/7 Media will provide to China.com a nonexclusive\nlicense to use 24\/7 Media's Adfinity System to serve advertisements on the\nInternet and support services in connection with the Adfinity System, on the\nterms set forth therein.\n\n            WHEREAS, contemporaneously with the execution and delivery of this\nAgreement, 24\/7 Media and China.com are entering into a Trademark License\nAgreement pursuant to which 24\/7 Media will provide to China.com an exclusive\nlicense to use the '24\/7 Media' trademark in the Territory in connection with\nthe 24\/7 Media - Asia Network, on the terms set forth therein.\n\n\n                                       -1-\n\n\n\n            THEREFORE, in consideration of the premises and of the covenants\nherein contained, 24\/7 Media, China.com and CIC (as defined below) agree as\nfollows:\n\n                                   ARTICLE I.\n                                   DEFINITIONS\n\n            For purposes of this Agreement, the following terms shall have the\nmeanings specified below.\n\n                  'Adfinity System' shall mean the Adfinity(TM) software and\ninternet ad serving system owned by Intelligent Interactions Corporation, an\nAffiliate of 24\/7 Media, and licensed to China.com in connection with the 24\/7\nMedia - Asia Network as provided in the Software License Agreement.\n\n                  'Affiliate' shall mean any corporation or other entity which\ncontrols, is controlled by, or is under common control with a party. A\ncorporation or other entity shall be regarded as in control of another\ncorporation or entity if it owns or directly or indirectly controls at least\nfifty percent (50%) of the voting stock or other ownership interest of the other\ncorporation or entity, or if it possesses, directly or indirectly, the power to\ndirect or cause the direction of the management and policies of the corporation\nor other entity or the power to elect or appoint fifty percent (50%) or more of\nthe members of the governing body of the corporation or other entity.\n\n                  'Affiliated Web Sites' shall mean all Web sites that have\nauthorized China.com to sell advertising on their behalf, including Co-Branded\nWeb Sites.\n\n                  'Aggregate Minimum Revenue Target' shall mean $ * of Sales\nRevenue generated by the 24\/7 Media - Asia Network, provided, however, that if\nthe Equity Exchange is not consummated pursuant to Section 3.1 below, such\namount shall be $ * .\n\n                  'Asian-based Advertising' shall mean advertising sold by\nChina.com or its Affiliates directed at internet users in the Territory.\n\n                  'Base Revenue Target' shall mean $100,000 of Sales Revenue\ngenerated by the 24\/7 Media - Asia Network in a calendar month period.\n\n                  'China.com' shall mean China.com Corporation, a Cayman Islands\ncorporation, together with any Designated Subsidiary.\n\n                  'CIC' shall mean China Internet Corporation, a Bermuda\ncorporation, and its Affiliates.\n\n\n-------------------------------\n*   Confidential treatment requested.\n\n\n                                       -2-\n\n\n\n                  'Co-Branded Web Sites' shall mean all Web sites now or in the\nfuture operated on a joint or otherwise cooperative basis by China.com and\nanother person or entity under their joint names or under the name of the other\nperson or entity.\n\n                  'Designated Subsidiary' shall mean a wholly-owned subsidiary\nof China.com Corporation formed solely for the purpose of operating the 24\/7\nMedia - Asia Network and exercising its rights under each of the Trademark\nLicense Agreement and the Software License Agreement.\n\n                  'Effective Date' shall mean the date first written above.\n\n                  'Equity Exchange' shall mean the exchange of equity interests\nin 24\/7 Media and China.com on the terms set forth in Article III hereof.\n\n                  'Interim Revenue Target' shall mean the lower of (i) the\ncumulative Sales Revenue of $20 million generated by the 24\/7 Media - Asia\nNetwork or (ii) the dollar amount represented by the product of (A) 24\/7 Media's\npercentage share of the U.S. Internet advertising market and (B) the total\ndollar value of the Asian-based Internet advertising market. As used in this\ndefinition, the total dollar value of the U.S. Internet advertising market and\nthe total dollar value of the Asian-based Internet advertising market shall be\nmeasured by Jupiter Communications (or, if Jupiter Communications is\nunavailable, a similar third party provider of Internet market statistical\ninformation mutually agreed upon by the parties).\n\n                  'Initial Revenue Target' shall mean the lower of (i) the\ncumulative Sales Revenue of $7.5 million generated by the 24\/7 Media - Asia\nNetwork or (ii) the dollar amount represented by the product of (A) 24\/7 Media's\npercentage share of the U.S. Internet advertising market and (B) the total\ndollar value of the Asian-based Internet advertising market. As used in this\ndefinition, the total dollar value of the U.S. Internet advertising market and\nthe total dollar value of the Asian-based Internet advertising market shall be\nmeasured by Jupiter Communications (or, if Jupiter Communications is\nunavailable, a similar third party provider of Internet market statistical\ninformation mutually agreed upon by the parties).\n\n                  'Joint Marketing Agreement' shall mean the Joint Marketing and\nAdvertising Agreement, dated June 17, 1998 between 24\/7 Media and CIC attached\nhereto as Exhibit D.\n\n                  'Mutual Non-Disclosure Agreement' shall mean the Mutual\nNon-Disclosure Agreement, dated September 9, 1998 between 24\/7 Media and\nChina.com attached hereto as Exhibit C.\n\n                  'Net Revenue' shall mean all Sales Revenue generated by\nChina.com and its Affiliates, minus (i) commissions paid to Affiliated Web Sites\nand (ii) the imputed Web site fee set forth in Section 5.2(a)(2) below.\n\n                  'Permitted Rights' shall mean the rights of China.com's\nCo-Branded Web Site partners to sell their own inventory pursuant to China.com's\nagreements with such partners.\n\n                                       -3-\n\n\n\n                  'Proprietary Web Sites' shall mean all Websites currently or\nin the future owned and operated by China.com or its Affiliates, including but\nnot limited to the Websites located at the URLs www.China.com., www.Taiwan.com\nand www.Hongkong.com, but excluding the China Wide Web (www.cww.com).\n\n                  'Royalty Term' shall mean the period of seven years commencing\non the last day of the month in which China.com first achieves the Base Revenue\nTarget, unless extended pursuant to Section 7.1(a) below.\n\n                  'Sales Revenue' shall mean all revenue generated from\nadvertising sales, net of commissions retained or paid to advertising agencies.\n\n                  'Software License Agreement' shall mean the Software License\nand Services Agreement of even date herewith between 24\/7 Media, Inc. and\nChina.com. attached hereto as Exhibit A.\n\n                  'Systems Personnel' shall mean those employees of 24\/7 Media\nor its Affiliates whose primary function is to support the Adfinity System.\n\n                  'Territory' shall mean the Asian territories or countries of\nMainland China, Taiwan, Hong Kong, Singapore, Asean Nations, Australia, Korea\nand Japan.\n\n                  'Trademark License Agreement' shall mean the Trademark License\nAgreement of even date herewith between 24\/7 Media and China.com. attached\nhereto as Exhibit B.\n\n                  'Trademark License' shall mean the limited exclusive license\nof the '24\/7 Media' trademark to China.com pursuant to the Trademark License\nAgreement.\n\n                  '24\/7 Media' shall mean 24\/7 Media, Inc., a Delaware\ncorporation.\n\n                  '24\/7 Media - Asia Network' shall mean the Proprietary Web\nSites, the Affiliated Web Sites and Co-Branded Web Sites.\n\n                  '24\/7 Media - U.S. Network' shall mean the 24\/7 Network of Web\nsites operated by 24\/7 Media in the United States.\n\n                  'U.S.-based Advertising' shall mean advertising sold by 24\/7\nMedia and its Affiliates directed at U.S. Internet users.\n\n\n                                       -4-\n\n\n\n                                   ARTICLE II.\n                    SCOPE AND STRUCTURE OF THE COLLABORATION\n\n      2.1. General. 24\/7 Media and China.com wish to establish a collaborative\nalliance to develop and market the 24\/7 Media - Asia Network in the Territory.\nDuring the course of this collaboration, 24\/7 Media and China.com shall\ncommunicate regularly and shall have the respective rights and responsibilities\ndescribed herein for the development and marketing of the 24\/7 Media - Asia\nNetwork in the Territory.\n\n      2.2. License of 24\/7 Media Name. Simultaneously with the execution of this\nAgreement, 24\/7 Media is granting to China.com a limited exclusive license of\nthe '24\/7 Media' name for use by China.com in the Territory solely in connection\nwith the 24\/7 Media - Asia Network on the terms set forth in the Trademark\nLicense Agreement.\n\n      2.3. Adfinity System. Simultaneously with the execution of this Agreement,\n24\/7 Media is granting to China.com a non-exclusive license of the Adfinity\nSystem to China.com and providing support services in respect thereof upon the\nterms set forth in the Software License Agreement.\n\n      2.4. Sale of Ad Inventory. Each of 24\/7 Media and China.com shall sell ad\ninventory for the 24\/7 Media - Asia Network in accordance with Article V hereof.\n\n      2.5. Equity Exchange. As mutual consideration for this Agreement, the\nparties shall acquire an equity interest in one another in accordance with\nArticle III hereof.\n\n\n                                  ARTICLE III.\n                                 EQUITY EXCHANGE\n\n      3.1. Equity Exchange. (a) Within 45 days after the Effective Date,\nChina.com shall issue to 24\/7 Media shares of common stock of China.com\nrepresenting ten percent (10%) of the issued and outstanding capital stock of\nChina.com, and 24\/7 Media shall issue to China.com shares of 24\/7 Media common\nstock with an equivalent fair market value. Each party covenants to use its best\nefforts to consummate the Equity Exchange within 45 days after the Effective\nDate.\n\n            (b)   24\/7 Media shall have the right to substitute up to $3 million\nof cash in lieu of a portion of the 24\/7 Media common stock, valued at the then\nfair market value; the proceeds of any such cash investment shall be dedicated\nby China.com solely to the development and enhancement of the 24\/7 Media - Asia\nNetwork.\n\n            (c)   The parties acknowledge that the Equity Exchange is a material\ninducement to each party's willingness to enter into this Agreement. Within 30\ndays after the Effective Date, China.com shall obtain a valuation as of the\nEffective Date of the capital stock of China.com from Merrill Lynch &amp; Co., which\ndetermination shall be binding on all parties. Each party hereto\n\n\n                                       -5-\n\n\n\nunderstands and acknowledges that Merrill Lynch has provided investment banking\nservices to each of China.com and 24\/7 Media, and that the expenses and fees of\nMerrill Lynch incurred in connection with such valuation shall be shared equally\nbetween the parties hereto.\n\n            (d)   The fair market value of 24\/7 Media's common stock shall be\nthe average closing price per share quoted on the Nasdaq National Stock Market\nfor the fifteen trading days prior to the date on which the fair market value\nper share of capital stock of China.com corporation is fixed.\n\n            (e)   The parties agree to enter into a mutually acceptable exchange\nagreement to consummate the Equity Exchange that contains customary and\nappropriate representations and warranties, covenants and other provisions, and\notherwise reflects the terms of this Article 3.\n\n\n                                   ARTICLE IV.\n                  DEVELOPMENT OF THE 24\/7 MEDIA - ASIA NETWORK\n\n      4.1.  Development of 24\/7 Media - Asia Network.\n\n            (a)   Web sites in the 24\/7 Media - Asia Network. China.com shall\ninclude in the 24\/7 Media - Asia Network its Proprietary Web Sites and other\nproperties on the following basis:\n\n                  (i)   Proprietary Web Sites: All Proprietary Web Sites will be\n      added to the 24\/7 Media - Asia Network on an exclusive agency license\n      basis, subject only to the right of Xinhua News, an Affiliate of\n      China.com, to sell inventory, on the terms set forth on Exhibit F attached\n      hereto.\n\n                  (ii)  Co-Branded Web Sites: Co-Branded Web Sites will be added\n      to the 24\/7 Media - Asia Network on an exclusive agency license basis,\n      subject to the terms of China.com's agreements with, and the consent of,\n      its co-branding partners. Such Co-Branded Web Sites and co-branding\n      partners shall retain the right to sell their own ad inventory.\n\n            (b)   Continual Recruitment of Web sites, Advertisers and Sales\nForce. China.com covenants to use its best efforts to continually recruit Web\nsites, advertisers and sales force and sell Asian-based advertising in order to\nenhance, develop and promote the 24\/7 Media - Asia Network for as long as the\nTrademark License remains in effect.\n\n            (c)   Continual Development of Network. Each of the parties\ncovenants to use its best efforts to develop, enhance and promote the 24\/7 Media\n- Asia Network. In connection therewith, each party and its respective\nAffiliates agree that they shall not take any action to compete with, or to\nestablish a network of Web sites to compete with, the 24\/7 Media - Asia Network\nin the Territory.\n\n\n                                       -6-\n\n\n\n      4.2. Sales Duties of China.com. China.com shall have the following duties\nand responsibilities in connection with the 24\/7 Media - Asia Network:\n\n            (a)   Sales of Advertising. China.com shall sell all Asian-based\nAdvertising on the 24\/7 Media - Asia Network and shall collect payments from\nCustomers and distribute appropriate payments to Affiliated Web Sites.\n\n            (b)   Size of Sales Staff. China.com shall maintain a technically\ncompetent and experienced sales force assigned to market the 24\/7 Media - Asia\nNetwork and devoted to maintaining accounts with Customers and developing new\naccounts for sale of ad inventory.\n\n            (c)   Other Duties. China.com and its Affiliates shall:\n\n                  (i)   Collect from Customers, to the extent required by law or\n      regulation, any customs and like charges, and sales, value added tax, if\n      any, and other taxes;\n\n                  (ii)  Comply in all respects with all applicable laws,\n      regulations and approvals governing the sale of ad inventory and the\n      operation of the 24\/7 Media - Asia Network, and conduct itself in a\n      professional manner in accordance with industry standards so as not to\n      cause disrepute or ill favor to 24\/7 Media or the 24\/7 Media - Asia\n      Network;\n\n                  (iii) Not enter into any agreements in respect of the\n      Proprietary Web Sites that would or might adversely impact the potential\n      benefits to be realized by 24\/7 Media in connection with the 24\/7 Media -\n      Asia Network or the provisions of this Agreement, the Software License\n      Agreement or the Trademark License Agreement;\n\n                  (iv)  Maintain the highest standards of quality and use its\n      best efforts to continually promote and protect the integrity of the 24\/7\n      Media - Asia Network and the Trademark License, and continue to employ and\n      maintain the '24\/7 Media' name and trademark in connection with all\n      marketing, promotion and sales of advertising related to the Web sites\n      included in the 24\/7 Media - Asia Network as long as the Trademark License\n      remains in effect; and\n\n                  (v)   Promptly investigate and immediately report to 24\/7\n      Media all customer complaints or reports of incidents or governmental\n      action relating to the 24\/7 Media - Asia Network of which it has knowledge\n      and cooperate with 24\/7 Media in the handling of such complaints, reports\n      of incidents and governmental action; and, during the Term of this\n      Agreement and for a period of five years thereafter, maintain records of\n      all sales of ad inventory.\n\n      4.3. Duties of 24\/7 Media. (a) 24\/7 Media shall provide consulting advice\non\n\n                                       -7-\n\n\n\nthe development of the 24\/7 Media - Asia Network. In particular, 24\/7 Media will\nprovide the following:\n\n                  (i)   documentation and advice on recruitment of Web sites,\n      advertisers and sales force to the 24\/7 Media - Asia Network,\n\n                  (ii)  advice in respect of development of marketing materials\n      and establishment of rate cards, and\n\n                  (iii) other advice or documentation reasonably requested by\n      China.com or that 24\/7 Media otherwise deems appropriate.\n\n            (b)   24\/7 Media shall also have the following duties and\nresponsibilities in connection with the 24\/7 Media - Asia Network:\n\n                  (i)   Maintain the highest standards of quality and use its\n      best efforts to continually promote and protect the integrity of the 24\/7\n      Media - Asia Network and the Trademark License; and\n\n                  (ii)  Comply in all respects with all applicable laws,\n      regulations and approvals governing the 24\/7 Media - Asia Network, and\n      conduct itself in a professional manner in accordance with industry\n      standards so as not to cause disrepute or ill favor to the 24\/7 Media -\n      Asia Network.\n\n\n                                   ARTICLE V.\n                            SALES REVENUE; SALE OF AD\n                               INVENTORY; EXPENSES\n\n      5.1. Net Revenue. (a) Subject to Section 5.2 below, China.com shall pay to\n24\/7 Media * of the Net Revenue generated during the Royalty Term. The remaining\n* of Net Revenue shall be retained by China.com.\n\n            (b)   China.com shall pay all amounts due to 24\/7 Media via wire\ntransfer of immediately available funds to an account at a bank in the United\nStates designated by 24\/7 Media, or through other payment methods approved in\nwriting in advance by both China.com and 24\/7 Media. Any payment shall be\npayable to 24\/7 Media monthly with the delivery of the financial reports\nrequired by Section 5.6. All payments shall be made in U.S. dollars. China.com\nshall prepare and deliver to 24\/7 Media the financial reports required by\nSection 5.6.\n\n\n-------------------------------\n*   Confidential treatment requested.\n\n\n                                       -8-\n\n\n\n      5.2. Sale of Advertising Inventory. For purposes of Section 5.1(a) above,\nthe following shall apply:\n\n            (a)   Sales on Proprietary Web Sites.\n\n                  (i)   All sales of advertising on Proprietary Web Sites shall\n      be sold exclusively by China.com, except for sales by 24\/7 Media pursuant\n      to Section 5.4(a) below and subject only to the right of Xinhua News as\n      provided in Exhibit F attached hereto;\n\n                  (ii)  Net Revenue from advertising sales on Proprietary Web\n      Sites shall be adjusted by subtracting an imputed Web site fee of * of\n      such Net Revenue to be retained by China.com; the Net Revenue allocable to\n      the 24\/7 Media - Asia Network after such deduction shall be subject to\n      Section 5.1.\n\n            (b)   Sales on Co-Branded Web Sites.\n\n                  (i)   All sales of advertising on Co-Branded Web Sites shall\n      be sold exclusively by China.com, except for sales by 24\/7 Media pursuant\n      to Section 5.4 (a) below and any Permitted Rights;\n\n                  (ii)  Net Revenue from advertising sales on Co-Branded Web\n      Sites shall be adjusted by subtracting all agency and royalty\n      splits\/payments between the Co-Branded Web Site and China.com; the New\n      Revenue allocable to the 24\/7 Media - Asia Network after such deduction\n      shall be subject to Section 5.1.\n\n      5.3. Prior Sales Agreement. The parties hereto are parties to the Joint\nMarketing Agreement attached hereto as Exhibit D. The parties agree that the\nJoint Marketing Agreement is hereby terminated.\n\n      5.4. Sales by 24\/7 Media on the 24\/7 Media - Asia Network.\n\n            (a)   24\/7 Media shall have the exclusive agency to sell U.S.-based\nAdvertising on the 24\/7 Media - Asia Network. 24\/7 Media shall use its best\nefforts to collect all amounts due from the sale of advertising by 24\/7 Media on\nthe 24\/7 Media - Asia Network.\n\n            (b)   24\/7 Media shall pay to China.com * of the Sales Revenue that\n24\/7 Media collects from the sale of U.S.-based Advertising on the 24\/7 Media -\nAsia Network. The remaining * of such Sales Revenue shall be retained by 24\/7\nMedia. 24\/7 Media shall pay to China.com all amounts due hereunder via wire\ntransfer of immediately available funds to an account at a bank in Hong Kong\ndesignated by China.com, or through other payment methods approved in writing in\nadvance by both China.com and 24\/7 Media. Any payment shall be payable\n\n\n-------------------------------\n*   Confidential treatment requested.\n\n\n                                       -9-\n\n\n\nto China.com monthly with delivery of the financial reports required by Section\n5.6. All payments shall be made in U.S. dollars. 24\/7 Media shall prepare and\ndeliver to China.com the financial reports required by Section 5.6.\n\n            (c)   In connection with sales pursuant to (a) above, 24\/7 Media\nshall maintain a technically competent and experienced sales force assigned to\nthe sale of U.S.-based Advertising on the 24\/7 Media - Asia Network and devoted\nto maintaining accounts with Customers and developing new accounts for sale of\nad inventory on the 24\/7 Media - Asia Network. In particular, 24\/7 Media shall\ndedicate the following numbers of sales personnel to the sale of U.S.-based\nAdvertising on the 24\/7 Media - Asia Network in accordance with the following\nschedule:\n\n                  (i)   1999: 1.5 full-time equivalent sales personnel,\n\n                  (ii)  2000: 2 full-time equivalent sales personnel, and\n\n                  (iii) 2001 and subsequent years: 3.5 full-time equivalent\n                        sales personnel.\n\n      5.5. Sales by China.com on the 24\/7 Media - U.S. Network.\n\n            (a)   China.com shall have the exclusive agency to sell all\nAsian-based Advertising on the 24\/7 Media - U.S. Network. China.com shall use\nits best efforts to collect all amounts due from the sale of advertising by\nChina.com on the 24\/7 Media - U.S. Network.\n\n            (b)   China.com shall pay to 24\/7 Media          *         of the \nSales Revenue that China.com collects from the sale of Asian-based advertising\non the 24\/7 Media - U.S. Network. The remaining        *          of such Sales \nRevenue shall be retained by China.com. China.com shall pay to 24\/7 Media all\namounts due hereunder via wire transfer of immediately available funds to an\naccount at a bank in the U.S. designated by 24\/7 Media, or through other payment\nmethods approved in writing in advance by both China.com and 24\/7 Media. Any\npayment shall be payable to 24\/7 Media monthly with delivery of the financial\nreports required by Section 5.6. All payments shall be made in U.S. dollars.\nChina.com shall prepare and deliver to 24\/7 Media the financial reports required\nby Section 5.6.\n\n            (c)   In connection with sales on the 24\/7 Media - U.S. Network,\nChina.com shall dedicate the following numbers of sales personnel to the sale of\nAsian-based Advertising on the 24\/7Media - U.S. Network in accordance with the\nfollowing schedule:\n\n                  (i)   1999: 2 full-time equivalent sales personnel,\n\n                  (ii)  2000: 3 full-time equivalent sales personnel, and\n\n                  (iii) 2001 and subsequent years: 5 full-time equivalent sales\n                        personnel.\n\n\n-------------------------------\n*   Confidential treatment requested.\n\n\n                                      -10-\n\n\n\n      5.6. Financial Reports; Audit Rights.\n\n            (a)   During the term of this Agreement, each of 24\/7 Media and\nChina.com shall within thirty (30) days after each calendar month furnish to the\nother party a written monthly report showing: (a) the Sales Revenue of the 24\/7\nMedia - Asia Network sold by each such party and its respective Affiliates\nduring the reporting period and the calculation of Net Revenue from such Sales\nRevenue; (b) the Sales Revenue by China.com on the 24\/7 Media - U.S. Network\nduring the reporting period and the calculation of Net Revenue from such Sales\nRevenue; (c) withholding taxes, if any, required by law to be deducted in\nrespect of such sales; and (d) the exchange rates used in determining the amount\nof United States dollars. Each of 24\/7 Media and China.com shall keep complete\nand accurate records in sufficient detail to properly reflect all gross sales\nand net sales.\n\n            (b)   Upon the written request, each of 24\/7 Media and China.com\nshall permit an independent public accountant, mutually selected and approved by\nboth 24\/7 Media and China.com, to have reasonable access during normal business\nhours to the financial records and reports of each party as may be reasonably\nnecessary in connection with the Net Revenue calculations required by Section\n5.1 and to verify the accuracy of the reports described in (a) above, in respect\nof any fiscal year ending not more than thirty-six (36) months prior to the date\nof such request. All such verifications shall be conducted upon reasonable prior\nnotice and not more than once in each calendar year. Each party agrees that all\ninformation subject to review under this Section 5.6 is confidential and that it\nshall cause its representatives to retain all such information in confidence in\naccordance with the Mutual Non-Disclosure Agreement.\n\n      5.7. Reimbursement for Out-of-Pocket Travel Expenses of 24\/7 Media.\nChina.com shall reimburse 24\/7 Media's travel expenses for those employees\ndescribed in (a) and (b) below in accordance with the China.com Corporate Travel\nExpense Reimbursement Policy, as set forth in Exhibit E hereto.\n\n            (a)   Systems Personnel of 24\/7 Media. China.com shall pay all\nout-of-pocket expenses for 24\/7 Media Systems Personnel to travel between the\nUnited States and the Territory or otherwise in respect of the establishment,\ndevelopment or support of the 24\/7 Media - Asia Network.\n\n            (b)   Non-Systems Personnel of 24\/7 Media. Each of China.com and\n24\/7 Media shall pay one-half (1\/2) of the out-of-pocket travel expenses for\n24\/7 Media Non-Systems Personnel to travel between the United State and the\nTerritory or otherwise in respect of the establishment, development or support\nof the 24\/7 Media - Asia Network.\n\n      5.8. Other Out-of-Pocket Expenses of 24\/7 Media. China.com shall pay all\nout-of-pocket expenses for all hardware, bandwith and all other non-software\nrequirements in respect of the 24\/7 Media - Asia Network in accordance with the\nestimate of such expenses set forth on Schedule 5.5 attached hereto.\n\n\n                                      -11-\n\n\n\n                                   ARTICLE VI.\n                         REPRESENTATIONS AND WARRANTIES\n\n      6.1. Representations and Warranties of each Party. Each party represents\nand warrants to the other that it has the legal right and power to enter into\nthis Agreement, to extend the rights and licenses granted to the other in this\nAgreement, and that the performance of such obligations will not conflict with\nits charter documents or any agreements, contracts or other arrangements to\nwhich it is a party.\n\n      6.2. Representations of China.com. China.com represents and warrants to,\nand covenants with, 24\/7 Media that:\n\n            (a)   China.com is a corporation duly organized and validly existing\nunder the applicable laws of the Cayman Islands and has taken all necessary\naction to authorize the execution, delivery and performance of this Agreement;\n\n            (b)   upon the execution and delivery of this Agreement, this\nAgreement shall constitute a valid and binding obligation of China.com\nenforceable in accordance with its terms, except as enforceability may be\nlimited by applicable bankruptcy, insolvency, reorganization, moratorium or\nsimilar laws affecting creditors' and contracting parties' rights generally and\nexcept as enforceability may be subject to general principles of equity\n(regardless of whether such enforceability is considered in a proceeding in\nequity or at law);\n\n            (c)   the execution, delivery and performance of this Agreement, the\nTrademark License Agreement and the Software License Agreement, the consummation\nby China.com of the transactions contemplated hereby and thereby will not (i)\nrequire the consent, license, permit, waiver, approval or other action of any\ncourt or governmental authority, or any other individual, partnership,\ncorporation or other association, (ii) violate or conflict with any provision of\nthe Certificate of Incorporation or by-laws (or their equivalent) of China.com\nas in effect immediately prior to and immediately after the Effective Date, or\n(iii) constitute a default under, violate or conflict with, give rise to a right\nof termination, cancellation, acceleration or modification under or result in a\nloss of a material benefit under, any law, contract, rights related to\nintellectual property to which China.com or its properties are bound;\n\n            (d)   China.com has disclosed to 24\/7 Media all material facts and\ninformation known to China.com concerning China.com, its condition and this\nAgreement or otherwise, and has not made any untrue statement of a material fact\nor omitted to state any material fact necessary in order to make the statements\ncontained herein not misleading; and\n\n            (e)   China.com represents that it owns and controls the Proprietary\nWeb Sites and has the authority to include such Proprietary Web Sites in the\n24\/7 Media - Asia Network on the basis described in this Agreement.\n\n\n                                      -12-\n\n\n\n      6.3. Representations of 24\/7 Media. 24\/7 Media represents and warrants to,\nand covenants with, China.com that:\n\n            (a)   24\/7 Media is a corporation duly organized, validly existing\nand in good standing under the laws of the State of Delaware and has taken all\nnecessary action to authorize the execution, delivery and performance of this\nAgreement;\n\n            (b)   upon the execution and delivery of this Agreement, this\nAgreement shall constitute a valid and binding obligation of 24\/7 Media\nenforceable in accordance with its terms, except as enforceability may be\nlimited by applicable bankruptcy, insolvency, reorganization, moratorium or\nsimilar law affecting creditors' and contracting parties' rights generally and\nexcept as enforceability may be subject to general principles of equity\n(regardless of whether such enforceability is considered in a proceeding in\nequity or at law);\n\n            (c)   the execution, delivery and performance of this Agreement, the\nTrademark License Agreement and the Software License Agreement, the consummation\nby 24\/7 Media of the transactions contemplated hereby and thereby will not (i)\nrequire the consent, license, permit, waiver, approval or other action of any\ncourt or governmental authority, or any other individual, partnership,\ncorporation or other association, (ii) violate or conflict with any provision of\nthe Certificate of Incorporation or by-laws of 24\/7 Media as in effect\nimmediately prior to and immediately after the Effective Date, or (iii)\nconstitute a default under, violate or conflict with, give rise to a right of\ntermination, cancellation, acceleration or modification under or result in a\nloss of a material benefit under, any law, contract, rights related to\nintellectual property to which 24\/7 Media or its properties are bound; and\n\n            (d)   24\/7 Media has disclosed to China.com all material facts and\ninformation known to 24\/7 Media concerning 24\/7 Media, its condition and this\nAgreement or otherwise, and has not made any untrue statement of a material fact\nor omitted to state any material fact necessary in order to make the statements\ncontained herein not misleading.\n\n\n                                  ARTICLE VII.\n                              TERM AND TERMINATION\n\n      7.1. Term. The term of this Agreement shall be as follows:\n\n            (a)   Term. Unless earlier terminated pursuant to Section 7.2 or\nSection 7.3 below, the term of this agreement shall commence on the Effective\nDate and end on the last day of the Royalty Term (as it may be extended pursuant\nto Section 7.1(b)).\n\n            (b)   Royalty Term Extended. The Royalty Term shall be extended upon\neither of the following events:\n\n\n                                      -13-\n\n\n\n                  (i)   Aggregate Minimum Target Not Achieved. If China.com\n      fails to achieve the Aggregate Minimum Revenue Target within seven (7)\n      years from the Effective Date, then the Royalty Term shall be extended\n      until the earlier of (A) the last day of the month in which the Aggregate\n      Minimum Revenue Target is achieved or (B) ten (10) years from the\n      Effective Date.\n\n                  (ii)  Equity Exchange Not Consummated. If the Equity Exchange\n      is not consummated as provided in Section 3.1, the Royalty Term shall be\n      extended until the earlier of (A) the last day of the month in which the\n      Aggregate Minimum Target Revenue (as adjusted) is achieved or (B) twenty\n      (20) years from the Effective Date.\n\n      7.2. Termination by Either Party. This Agreement may be terminated by\neither party on 90 days' prior written notice to the other party upon the\noccurrence of any of the following:\n\n            (a)   a material breach by either party of any covenant, duty or\nundertaking herein, which breach continues without cure for a period of 30 days\nafter written notice of such breach from the non-breaching party to the\nbreaching party;\n\n            (b)   the failure of the 24\/7 Media - Asia Network to achieve the\nInitial Revenue Target within 18 months after the Effective Date.\n\n            (c)   a material breach by either party of the Trademark License\nAgreement or the Software License Agreement, which breach continues without cure\nfor a period of 30 days after written notice of such breach from the\nnon-breaching party to the breaching party.\n\n      7.3. Termination by 24\/7 Media. This Agreement may be terminated by 24\/7\nMedia on 90 days' prior written notice to China.com upon the occurrence of any\nof the following:\n\n            (a)   the failure of the 24\/7 Media - Asia Network to achieve the\nBase Revenue Target within one (1) year after the Effective Date; or\n\n            (b)   the failure of the 24\/7 Media - Asia Network to achieve the\nInterim Revenue Target within 36 months after the Effective Date.\n\n      7.4. Effect of Termination.\n\n                  (i)   If this Agreement is terminated by 24\/7 Media pursuant\n      to Section 7.2 or 7.3 above, all licenses and rights granted to China.com\n      hereunder, under the Trademark License Agreement and the Software License\n      Agreement shall terminate and China.com will immediately cease to sell\n      advertising for the 24\/7 Media - Asia Network; and 24\/7 Media shall be\n      entitled to claim from China.com all damages which would be due to 24\/7\n      Media under law and equity.\n\n\n                                      -14-\n\n\n\n                  (ii)  If this Agreement is terminated by China.com pursuant to\n      Section 7.2 above, 24\/7 Media will immediately cease to sell advertising\n      for the 24\/7 Media - Asia Network; and China.com shall be entitled to\n      claim from 24\/7 Media all damages which would be due to China.com under\n      law and equity.\n\n      7.5. Obligation to Pay Survives Termination. The termination of this\nAgreement shall not affect either party's obligation to pay the other any\namounts due from the sale of advertising on the 24\/7 Media - Asia Network or the\n24\/7 Media - U.S. Network sold prior to the termination hereof.\n\n\n                                  ARTICLE VIII.\n                          INTELLECTUAL PROPERTY RIGHTS\n\n      8.1. No Other Technology Rights. Except as otherwise expressly provided in\nthis Agreement, the Trademark License Agreement or the Software License\nAgreement, under no circumstances shall a party hereto, as a result of this\nAgreement, obtain any ownership interest in or other right to any technology,\ntrade secrets, know-how, trademarks, pending patent and trademark applications,\nproducts, or other matters of any other party, including items owned, controlled\nor developed by the other party, or transferred by the other party to such\nparty, at any time pursuant to this Agreement.\n\n\n                                   ARTICLE IX.\n                                    INDEMNITY\n\n      9.1. China.com Indemnity Obligations. China.com agrees to defend,\nindemnify and hold 24\/7 Media, its Affiliates and their respective employees,\nofficers, directors, counsel and agents harmless from all claims, losses,\ndamages or expenses (including, without limitation, reasonable attorneys' fees\nand expenses and costs of investigation) arising as a result of: (a) the breach\nby China.com of any covenant, representation or warranty contained in this\nAgreement; (b) actual or asserted violations of any applicable law or regulation\nby China.com or its Affiliates in connection with the sale of advertising on the\n24\/7 Media - Asia Network; (c) claims for bodily injury or property damage\nattributable to the sale of advertising by China.com or its Affiliates; or (d)\nany negligent act or omission of China.com or its Affiliates in the promotion,\nmarketing and sale of any advertisement on the 24\/7 Media - Asia Network or any\nother activity conducted by China.com or its Affiliates under this Agreement\nwhich is the proximate cause of injury or property damage to a third party.\n\n      9.2. 24\/7 Media Indemnity Obligations. 24\/7 Media agrees to defend,\nindemnify and hold China.com, its Affiliates, and their respective employees,\nofficers, directors, counsel and agents harmless from all claims, losses,\ndamages or expenses (including, without limitation, reasonable attorneys' fees\nand expenses, and costs of investigation) arising as a result of: (a) the breach\nby 24\/7 Media of any covenant, representation or warranty contained in this\nAgreement; (b) actual or asserted\n\n\n                                      -15-\n\n\n\nviolations of any applicable law or regulation by 24\/7 Media or its Affiliates\nin connection with the sale of advertising on the 24\/7 Media - Asia Network; (c)\nclaims for bodily injury or property damage attributable to the sale of\nadvertising by 24\/7 Media or its Affiliates; or (d) any negligent act or\nomission of 24\/7 Media or its Affiliates in the promotion, marketing and sale of\nany advertisement on the 24\/7 Media - Asia Network or any other activity\nconducted by 24\/7 Media or its Affiliates under this Agreement which is the\nproximate cause of injury or property damage to a third party.\n\n      9.3. Procedure. A party or any of its Affiliates or their respective\nemployees, officers, directors, counsel or agents (the 'Indemnitee') that\nintends to claim indemnification under this Article 9 shall promptly notify the\nother party (the 'Indemnitor') of any loss, claim, damage, liability or action\nin respect of which the Indemnitee intends to claim such indemnification, and\nthe Indemnitor shall assume the defense thereof with counsel mutually\nsatisfactory to the parties; provided, however, that an Indemnitee shall have\nthe right to retain its own counsel, with the fees and expenses to be paid by\nthe Indemnitor, if representation of such Indemnitee by the counsel retained by\nthe Indemnitor would be inappropriate due to actual or potential differing\ninterests between such Indemnitee and any other party represented by such\ncounsel in such proceedings. The indemnity agreement in this Article 9 shall not\napply to amounts paid in settlement of any loss, claim, damage, liability or\naction if such settlement is effected without the consent of the Indemnitor,\nwhich consent shall not be withheld unreasonably. The Indemnitor may not settle,\nor otherwise consent to an adverse judgment with respect to, any loss, claim,\nliability or action without the consent of the Indemnitee, which consent shall\nnot be withheld unreasonably. The failure to deliver notice to the Indemnitor\nwithin a reasonable time after the commencement of any such action, if\nprejudicial to its ability to defend such action, shall relieve such Indemnitor\nof any liability to the Indemnitee under this Article 9 to the extent of such\nprejudice, but the omission so to deliver notice to the Indemnitor will not\nrelieve it of any liability that it may have to any Indemnitee otherwise than\nunder this Article 9. The Indemnitee, its employees and agents, shall cooperate\nfully with the Indemnitor and its legal representatives in the investigation of\nany action, claim or liability covered by this indemnification. In the event\nthat each party claims indemnity from the other and one party is finally held\nliable to indemnify the other, the Indemnitor shall additionally be liable to\npay the reasonable legal costs and attorneys' fees incurred by the Indemnitee in\nestablishing its claim for indemnity.\n\n\n                                   ARTICLE X.\n                                  MISCELLANEOUS\n\n      10.1. Further Assurances. Each of the parties hereto has the right from\ntime to time to request a meeting with the other party to review and in good\nfaith renegotiate, if appropriate, the revenue targets set forth herein. Each\nsuch request must be reasonably based upon a material adverse event that has\naffected or will reasonably be expected to affect either party or the U.S. or\nAsian Internet advertising markets. The meeting must be mutually consented to\nupon by each party, whose consent shall not be unreasonably withheld.\n\n\n                                      -16-\n\n\n\n      10.2. Non-Disclosure Obligations. The parties agree to be bound by the\nMutual Non- Disclosure Agreement attached hereto as Exhibit C.\n\n      10.3. Force Majeure. Neither party shall be held liable or responsible to\nthe other party nor be deemed to have defaulted under or breached this Agreement\nfor failure or delay in fulfilling or performing any term of this Agreement when\nsuch failure or delay is caused by or results from causes beyond the reasonable\ncontrol of the affected party, including but not limited to fire, floods,\nfailure of communications systems or networks, embargoes, war, acts of war\n(whether war is declared or not), insurrections, riots, civil commotions,\nstrikes, lockouts or other labor disturbances, acts of God or acts, omissions or\ndelays in acting by any governmental authority or the other party; provided,\nhowever, that the party so affected shall use reasonable commercial efforts to\navoid or remove such causes of nonperformance, and shall continue performance\nhereunder with reasonable dispatch whenever such causes are removed. Either\nparty shall provide the other party with prompt written notice of any delay or\nfailure to perform that occurs by reason of force majeure. The parties shall\nmutually seek a resolution of the delay or the failure to perform as noted\nabove.\n\n      10.4. Sublicense and Assignment. Neither party may sublicense and\/or\nassign any rights or obligations under this Agreement without the prior written\nconsent of the other party; provided, however, that no such consent shall be\nrequired if the sublicensee or assignee is an entity controlled by, in control\nof, or under common control with, the party purporting to sublicense or assign a\nright or obligation hereunder. Any such sublicensee or assignee shall agree in\nwriting to be bound by the terms of this Agreement applicable to the sublicense\nor assignment, and the assigning or sublicensing party shall remain responsible\nto the other party for the performance of such sublicensee's or assignee's\nobligations under this Agreement. This Agreement shall be binding upon and inure\nto the benefit of the parties hereto and their respective successors and\npermitted assignees and sublicensees.\n\n      10.5. Severability. Should one or more provisions of this Agreement be or\nbecome invalid, the parties hereto shall substitute, by mutual consent, valid\nprovisions for such invalid provisions which valid provisions in their economic\neffect are sufficiently similar to the invalid provisions that it can be\nreasonably assumed that the parties would have entered into this Agreement with\nsuch valid provisions. In case such valid provisions cannot be agreed upon, the\ninvalidity of one or several provisions of this Agreement shall not affect the\nvalidity of this Agreement as a whole, unless the invalid provisions are of such\nessential importance to this Agreement that it is to be reasonably assumed that\nthe parties would not have entered into this Agreement without the invalid\nprovisions.\n\n      10.6. Notices. All notices and other communications under this Agreement\nshall be in writing and may be given by any of the following methods: (a)\npersonal delivery; (b) facsimile transmission; (c) registered or certified mail,\npostage prepaid, return receipt requested; or (d) overnight delivery service.\nNotices shall be sent to the appropriate party at its address or facsimile\nnumber given below (or at such other address or facsimile number for such party\nas shall be specified by notice given under this Section 10.5):\n\n\n                                      -17-\n\n\n\n\n                  If to 24\/7 Media:\n                  -----------------\n\n                  24\/7 Media, Inc.\n                  1250 Broadway, 27th Floor\n                  New York, New York  10001\n                  Attention:  Mark E. Moran\n                  Fax:  (212) 629-7173\n\n                  with a copy to:\n                  ---------------\n\n                  Proskauer Rose LLP\n                  1585 Broadway\n                  New York, New York  10036-8299\n                  Attn:  Ronald R. Papa, Esq.\n                  Fax:  (212) 969-2900\n\n                  If to China.com:\n                  ----------------\n\n                  China Internet Corporation\n                  16\/F Guardian House\n                  32 Oi Kwan Road\n                  Wanchai, Hong Kong\n                  China\n                  Attention:  Mr. Peter Yip\n                  Facsimile No.:  (852) 2893-5245\n\n                  with a copy to:\n                  ---------------\n\n                  Rogers &amp; Wells LLP\n                  Jardine House, 8th Floor\n                  One Connaught Place\n                  Hong Kong, China\n                  Attention:  Thomas M. Britt, Esq.\n                  Facsimile No.:  (852) 2844-3555\n\nAll such notices and communications shall be deemed received upon (a) actual\nreceipt by the addressee, (b) actual delivery to the appropriate address or (c)\nin the case of a facsimile transmission, upon transmission by the sender and\nissuance by the transmitting machine of a confirmation slip confirming that the\nnumber of pages constituting the notice have been transmitted without error. In\nthe case of notices sent by facsimile transmission, the sender shall\ncontemporaneously mail a copy of the notice to the addressee at the address\nprovided for above. However, such mailing shall in no way alter the time at\nwhich the facsimile notice is deemed received.\n\n\n                                      -18-\n\n\n\n\n      10.7. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of New York, without giving effect to the\nchoice of laws provisions thereof.\n\n      10.8. Dispute Resolution, Choice of Forum. Any disputes arising between\nthe parties relating to, arising out of or in any way connected with this\nAgreement or any term or condition hereof, or the performance by either party of\nits obligations hereunder, whether before or after the expiration of this\nAgreement, shall be promptly presented to the Chief Executive Officer of 24\/7\nMedia and the President of China.com for resolution and if they or their\ndesignees cannot promptly resolve such disputes, then either party shall have\nthe right to bring an action to resolve such dispute under the Rules of\nConciliation and Arbitration of the International Chamber of Commerce by one or\nmore arbitrator in accordance with the said rules, as follows:\n\n            (a)   Each of the parties shall designate its arbitrator within\nfifteen (15) days from notification by registered letter. The two arbitrators\nthus designated shall designate a third arbitrator within 30 days from\ndesignation of the second arbitrator, such third arbitrator shall preside over\nthe arbitration court. Arbitration shall be held in London.\n\n      10.9. Entire Agreement. This Agreement constitutes the entire\nunderstanding of the parties with respect to the subject matter hereof. All\nexpress or implied agreements and understandings, either oral or written,\nheretofore made are expressly merged in and made a part of this Agreement. This\nAgreement may be amended, or any term hereof modified, only by a written\ninstrument duly executed by both parties.\n\n      10.10. Headings. The captions to the several Articles and Sections hereof\nare not a part of this Agreement, but are merely guides or labels to assist in\nlocating and reading the several Articles and Sections hereof.\n\n      10.11. Independent Contractors. China.com and 24\/7 Media shall each act as\nindependent contractors. Neither party shall exercise control over the\nactivities and operations of the other party accordingly, each party shall be\nresponsible for paying all applicable social security, withholding, other\nemployment and income taxes for itself and its employees. China.com and 24\/7\nMedia shall bear all expenses incurred in their sales endeavors, except those\nfor which the other party agrees in writing to pay. China.com and 24\/7 Media\nshall each conduct all of its business in its own name and as it deems fit,\nprovided it is not in derogation of the other's interests. Neither party shall\nengage in any conduct inconsistent with its status as an independent contractor,\nhave authority to bind the other with respect to any agreement or other\ncommitment with any third party, nor enter into any commitment on behalf of the\nother.\n\n      10.12. Waiver. The waiver by either party hereto of any right hereunder or\nof the failure to perform or of a breach by the other party shall not be deemed\na waiver of any other right hereunder or of any other breach or failure by said\nother party whether of a similar nature or otherwise.\n\n\n                                      -19-\n\n\n\n      10.13. Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n\n                                      -20-\n\n\n\n            IN WITNESS WHEREOF, the parties have executed this Agreement as of\nthe date first set forth above.\n\n\nCHINA.COM CORPORATION\n\n\nBy:   \/S\/ Peter Yip\n      --------------------------------\n      Name:  Peter Yip\n      Title: Vice Chairman\n\n\n\nCHINA INTERNET CORPORATION\n\n\nBy:   \/S\/ Peter Yip                                  \n      --------------------------------\n      Name:  Peter Yip\n      Title: Vice Chairman\n\n\n\n24\/7 MEDIA, INC.\n\n\nBy:   \/S\/ Mark E. Moran                          \n      --------------------------------\n      Name:  Mark E. Moran\n      Title: Senior Vice President and\n             General Counsel\n\n                                      -21-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536,7083],"corporate_contracts_industries":[9503,9513],"corporate_contracts_types":[9613,9619],"class_list":["post-42532","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_companies-chinadotcom-corp","corporate_contracts_industries-services__advertising","corporate_contracts_industries-technology__software","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\/42532","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=42532"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42532"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42532"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42532"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}